MEMBERSHIP INTEREST PURCHASE AGREEMENT

LLC Membership Agreement

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SUPERCLICK, INC

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Title: MEMBERSHIP INTEREST PURCHASE AGREEMENT
Governing Law: Georgia Date: 9/7/2005

Exhibit 2.1

MEMBERSHIP INTEREST PURCHASE AGREEMENT

DATED AUGUST 31, 2005

BY AND AMONG

SUPERCLICK, INC.

AND

CHIRAG PATEL, ANIL PATEL, VIMAL PATEL, BELLA INVESTMENTS, LLC AND NITIN SHAH

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ARTICLE I.........................................................................................................1

DEFINITIONS.......................................................................................................1

ARTICLE II........................................................................................................8

SALE AND TRANSFER OF MEMBERSHIP INTERESTS; CLOSING................................................................8

2.1 INTERESTS.............................................................................................8

2.2 PURCHASE CONSIDERATION................................................................................8

2.3 OTHER PAYMENTS........................................................................................9

2.4 CLOSING...............................................................................................9

2.5 CLOSING DELIVERIES...................................................................................10

ARTICLE III......................................................................................................11

REPRESENTATIONS AND WARRANTIES OF SELLERS........................................................................11

3.1 ORGANIZATION AND GOOD STANDING.......................................................................11

3.2 AUTHORITY; NO CONFLICT...............................................................................11

3.3 CAPITALIZATION.......................................................................................12

3.4 FINANCIAL STATEMENTS.................................................................................12

3.5 BOOKS AND RECORDS....................................................................................13

3.6 TITLE TO PROPERTIES; ENCUMBRANCES....................................................................13

3.7 CONDITION AND SUFFICIENCY OF ASSETS AND/OR LEASED ASSETS.............................................13

3.8 ACCOUNTS RECEIVABLE..................................................................................13

3.9 INVENTORY............................................................................................14

3.10 NO UNDISCLOSED LIABILITIES...........................................................................14

3.11 TAXES................................................................................................14

3.12 NO MATERIAL ADVERSE CHANGE...........................................................................15

3.13 BENEFIT PLANS........................................................................................15

3.14 COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL AUTHORIZATIONS......................................16

3.15 LEGAL PROCEEDINGS; ORDERS............................................................................17

3.16 ABSENCE OF CERTAIN CHANGES AND EVENTS................................................................18

3.17 CONTRACTS; NO DEFAULTS...............................................................................19

3.18 INSURANCE............................................................................................20

3.19 EMPLOYEES............................................................................................21

3.20 LABOR DISPUTES; COMPLIANCE...........................................................................22

3.21 INTELLECTUAL PROPERTY................................................................................22

3.22 CERTAIN PAYMENTS.....................................................................................24

3.23 RELATIONSHIPS WITH RELATED PERSONS...................................................................24

3.24 BROKERS OR FlNDERS...................................................................................25

3.25 [Intentionally omitted.].............................................................................25

3.26 DISCLOSURE...........................................................................................25

ARTICLE IV.......................................................................................................25

REPRESENTATIONS AND WARRANTIES BY BUYER..........................................................................25

4.1 PREEMPTIVE RIGHTS....................................................................................25

4.2 ORGANIZATION.........................................................................................25

4.3 CAPITALIZATION.......................................................................................26

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4.4 AUTHORITY............................................................................................26

4.5 NO CONFLICT..........................................................................................26

4.6 GOVERNMENTAL BODIES..................................................................................27

4.7 UNTRUE STATEMENTS....................................................................................27

4.8 MATERIAL ADVERSE EFFECT..............................................................................27

4.9 NONDISCLOSURE........................................................................................27

4.10 LEGAL PROCEEDINGS; ORDERS............................................................................28

4.11 DEFAULT..............................................................................................28

4.12 CONTROL PERSONS......................................................................................28

4.14 BROKER COMMISSIONS...................................................................................29

4.15 SEC FILINGS..........................................................................................29

4.16 SURVIVAL.............................................................................................29

4.17 INVESTMENT INTENT....................................................................................29

4.18 REPORTS; FINANCIAL STATEMENTS........................................................................30

ARTICLE V........................................................................................................31

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER.................................................................31

5.1 REPRESENTATION AND WARRANTIES TRUE AT THE CLOSING DATE...............................................31

5.2 NO MATERIAL ADVERSE CHANGE...........................................................................31

5.3 SELLERS' PERFORMANCE.................................................................................31

5.4 CERTIFICATES OF GOOD STANDING........................................................................31

5.5 OWNERSHIP OF INTERESTS...............................................................................31

5.6 NO PROHIBITION OF TRANSACTION........................................................................31

5.7 COMPLIANCE WITH LAW..................................................................................32

5.8 DOCUMENTATION AND CONSENTS...........................................................................32

5.9 EMPLOYMENT AGREEMENTS................................................................................32

5.10 CONSENTS TO ASSIGNMENTS..............................................................................32

5.11 RESIGNATIONS.........................................................................................32

5.12 SELLERS' RELEASE.....................................................................................32

5.13 DUE DILIGENCE........................................................................................32

5.14 [Intentionally omitted.].............................................................................33

5.15 RECORDS..............................................................................................33

5.16 [Intentionally omitted.].............................................................................33

5.17 OTHER DOCUMENTS AND ASPECTS OF THE TRANSACTION.......................................................33

5.18 ACTIONS SATISFACTORY.................................................................................33

ARTICLE VI.......................................................................................................33

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLERS...............................................................33

6.1 REPRESENTATIONS AND WARRANTIES TRUE AT THE CLOSING DATE..............................................33

6.2 NO MATERIAL ADVERSE CHANGE...........................................................................33

6.2 INDEMNITY AGREEMENT..................................................................................33

6.3 BUYER'S PERFORMANCE..................................................................................33

6.4 OPINION OF BUYER'S COUNSEL...........................................................................34

6.5 CONTINUED LISTING....................................................................................34

6.6 EMPLOYMENT AGREEMENTS................................................................................34

6.7 NO PROHIBITION OF TRANSACTION........................................................................34

6.8 COMPLIANCE WITH LAW..................................................................................34

6.9 MEMBERS' RELEASE.....................................................................................34

ARTICLE VII......................................................................................................34

COVENANTS OF SELLERS PRIOR TO CLOSING DATE.......................................................................34

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7.1 ACCESS AND INVESTIGATION.............................................................................34

7.2 OPERATION OF THE BUSINESSES OF THE ACQUIRED COMPANY..................................................35

7.3 NEGATIVE COVENANT....................................................................................35

7.4 APPROVALS OF GOVERNMENTAL BODIES.....................................................................35

7.5 NOTIFICATION.........................................................................................35

7.6 PAYMENT OF INDEBTEDNESS BY RELATED PERSONS...........................................................35

7.7 NO NEGOTIATION.......................................................................................35

7.8 BEST EFFORTS.........................................................................................36

ARTICLE VIII.....................................................................................................36

COVENANTS OF BUYER PRIOR TO CLOSING DATE.........................................................................36

8.1 APPROVALS OF GOVERNMENTAL BODIES.....................................................................36

8.2 NOTIFICATION.........................................................................................36

8.3 BEST EFFORTS.........................................................................................36

ARTICLE IX.......................................................................................................36

COVENANTS OF SELLERS AND BUYER SUBSEQUENT TO THE CLOSING DATE....................................................36

9.1 FURTHER ASSURANCES...................................................................................36

9.2 FURTHER CONSENTS.....................................................................................36

9.3 SEC REPORTS..........................................................................................37

ARTICLE X........................................................................................................37

MUTUAL COVENANTS.................................................................................................37

10.1 EXPENSES.............................................................................................37

10.2 PUBLIC ANNOUNCEMENTS.................................................................................37

10.3 CONFIDENTIALITY......................................................................................37

ARTICLE XI.......................................................................................................38

INDEMNIFICATION; REMEDIES........................................................................................38

11.1 SURVIVAL.............................................................................................38

11.2 TIME LIMITATIONS.....................................................................................38

11.3 INDEMNIFICATION BY SELLERS...........................................................................38

11.4 INDEMNIFICATION BY BUYER.............................................................................39

11.5 PROCEDURE FOR INDEMNIFICATION -- THIRD PARTY CLAIMS..................................................39

11.6 EXCLUSIVITY OF INDEMNIFICATION FOR CONTRACTUAL BREACHES..............................................40

ARTICLE XII......................................................................................................40

TERMINATION......................................................................................................40

12.1 TERMINATION EVENTS...................................................................................40

12.2 EFFECT OF TERMINATION................................................................................41

ARTICLE XIII.....................................................................................................41

MISCELLANEOUS....................................................................................................41

13.1 NOTICES..............................................................................................41

13.2 GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL........................................................42

13.3 FURTHER ASSURANCES...................................................................................43

13.4 WAIVER...............................................................................................43

13.5 ENTIRE AGREEMENT AND MODIFICATION....................................................................43

13.6 ASSIGNMENTS, SUCCESSORS AND NO THIRD-PARTY RIGHTS....................................................43

13.7 SEVERABILITY.........................................................................................44

13.8 SECTION HEADINGS, CONSTRUCTION.......................................................................44

13.9 TIME OF ESSENCE......................................................................................44

13.10 COUNTERPARTS.........................................................................................44

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EXHIBITS.........................................................................................................46

Exhibit 2.5(b)(ii) Secured Convertible Promissory Note issuable to Hotel Net LLC Shareholders..............47

Exhibit 2.5(b)(iii) Earn-Out Convertible Promissory Note....................................................47

Exhibit 2.5(b)(v) Earn-Out Agreement......................................................................47

Exhibit 2.5(b)(vi) Member's Release Agreement..............................................................47

Exhibit 5.9(a) Employment Agreement with Chirag Patel..................................................47

Exhibit 5.9(b) Employment Agreement with Anil Patel....................................................47

Exhibit 5.9(c) Employment Agreement with Vimal Patel...................................................47

Exhibit 5.9(d) Employment Agreement with Brandon Dunn..................................................47

DISCLOSURE LETTER................................................................................................48

Section 3.3 Capitalization.................................................................................48

Section 3.8 Accounts Receivable............................................................................48

Section 3.9 Inventory......................................................................................48

Section 3.10 No Undisclosed Liabilities.....................................................................48

Section 3.11 Taxes..........................................................................................48

Section 3.12 No Material Adverse Change.....................................................................48

Section 3.13 Benefit Plans..................................................................................48

Section 3.14 Compliance with Legal Requirements; Governmental Authorizations................................48

Section 3.15 Legal Proceedings; Orders......................................................................48

Section 3.16 Absence of Certain Changes and Events..........................................................48

Section 3.17 Contracts; No Defaults.........................................................................48

Section 3.18 Insurance......................................................................................48

Section 3.22 Intellectual Property..........................................................................48

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MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (hereinafter referred to as

this "Agreement"), dated as of August 31, 2005 among SUPERCLICK, INC., a

Washington corporation (hereinafter referred to as the "Buyer"), CHIRAG PATEL,

an individual residing in Georgia, ANIL PATEL, an individual residing in

Florida, VIMAL PATEL, an individual residing in Florida, BELLA INVESTMENTS, LLC,

a Georgia Limited Liability Company, and NITIN SHAH, an individual residing in

Georgia, which shall be collectively referred to hereinafter as "Sellers" or the

"Members," or individually as a "Seller" or "Member." The Buyer and the Sellers

shall be collectively referred to hereinafter as the "Parties."

WHEREAS, Sellers own membership interests of Hotel Net LLC (hereinafter

referred to as the "Interests"), a Georgia limited liability company (the

"Acquired Company"), which constitute 100% of the issued and outstanding

Interests of the Acquired Company;

WHEREAS, Sellers desire to sell, and Buyer desires to purchase, all of the

Interests that they own of the Acquired Company.

NOW, THEREFORE, in consideration of the foregoing, the Parties, intending

to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

For purposes of this Agreement, the following terms shall have the

meanings specified or referred to in this Section 1:

"Accounts Receivable" - as defined in Section 3.8.

"Acquired Company" - HotelNet, LLC.

"Atlanta Office" - Chirag Patel, Dipan Patel, Amil Patel and Vimal Patel.

"Best Efforts" -- the efforts that a prudent Person desirous of achieving a

result would use under similar circumstances to ensure that such result is

achieved as expeditiously as possible.

"Binder Stock" - as defined in Section 2.2.

"Buyer" - Superclick, Inc.

"Buyer Audit Date" -- as defined in Section 4.8.

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"Buyer's Disclosure Letter" - the disclosure letter delivered by Buyer to

Sellers concurrently with the execution and delivery of this Agreement.

"Buyer Material Adverse Effect" - means any circumstance(s) or event(s), the

result of which would have, or reasonably could be expected to have,

individually or in the aggregate, a material adverse effect on the business,

assets, results of operations, or condition (financial or otherwise) of Buyer

and its Subsidiaries or on the Contemplated Transactions.

"Buyer SEC Reports" -- as defined in Section 4.19.

"Closing" -- as defined in Section 2.4.

"Closing Date" -- shall mean August 31, 2005, or such other date and time

mutually agreed to among the parties hereto.

"Closing Shares" - as defined in Section 2.5(b)(iv).

"Code" -- the Internal Revenue Code of 1986, as amended from time to time, or

any successor law.

"Consent" -- any approval, consent, ratification, permission, waiver or other

authorization (including any Governmental Authorization).

"Contemplated Transactions" -- all of the transactions contemplated by this

Agreement, including, but not limited to:

(i) the sale of the Interests by Sellers to Buyer;

(ii) the execution, delivery and performance of the Promissory Notes, the

Employment Agreements, and the Releases;

(iii) the performance by Buyer and Sellers of their respective covenants

and obligations hereunder;

(iv) Buyer's acquisition and exercise of control over the Acquired

Company; and

(v) any change in the managers, officers or other key employees of the

Acquired Company.

"Contract" -- any agreement, contract, instrument, indenture, guaranty, power of

attorney, commitment, promise, assurance, obligation or undertaking.

"Conversion Shares" -- as defined in Section 3.2.

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"Copyrights" -- as defined in Section 3.21(a).

"Damages" -- as defined in Section 11.3.

"Director's Plans" -- as defined in Section 3.13(a).

"Disclosure Letter" -- the disclosure letter delivered by Sellers to Buyer

concurrently with the execution and delivery of this Agreement; provided that on

or prior to 12:00 noon (San Diego, California time) Wednesday, August 31, 2005,

Sellers shall have the right to update the Disclosure Letter solely with respect

to (i) cross referencing information contained in the Disclosure Letter

delivered to Buyer concurrently with the execution and delivery of this

Agreement with the appropriate section numbers of the Agreement, (ii) compiling

Exhibits referenced in the Disclosure Letter delivered to Buyer concurrently

with the execution and delivery of this Agreement, and (iii) disclosing consents

that Sellers are required to obtain from third parties who are parties to

agreements set forth in the Disclosure Letter delivered to Buyer concurrently

with the execution and delivery of this Agreement.

"Employment Agreements" -- as defined in Section 5.9.

"Encumbrance" -- any lien, pledge, hypothecation, charge, mortgage, deed of

trust, security interest, encumbrance, equity, trust, equitable interest, claim,

easement, right-of-way, servitude, right of possession, lease tenancy, license,

encroachment, intrusion, covenant, infringement, interference, Order, proxy,

option, right of first refusal, community property interest, legend, defect,

impediment, exception, reservation, limitation, impairment, imperfection of

title, condition or restriction of any kind, including, but not limited to,

restriction on the use, voting (in the case of any security), transfer, receipt

of income or other exercise of any other attribute of ownership.

"ERISA" -- the Employee Retirement Income Security Act of 1974, as amended from

time to time, or any successor law.

"Exchange Act" - shall mean the Securities Exchange Act of 1934, as amended from

time to time, or any successor law.

"Facilities" -- any real property, leaseholds or other interests currently or

formerly owned or operated by the Acquired Company (or any predecessor Person)

and/or any buildings, plants, structures or equipment of the Acquired Company

(or any predecessor Person).

"Financial Reports" -- as defined in Section 3.4(a).

"GAAP" -- generally accepted United States accounting principles applied on a

basis consistent with the basis on which financial statements referred to were

prepared.

"Governmental Authorization" -- any permit, license, franchise, approval,

consent, ratification, permission, confirmation, endorsement, waiver,

certification, registration, qualification or other authorization issued,

granted, given or otherwise made available by or under the authority of any

Governmental Body or pursuant to any Legal Requirement.

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"Governmental Body" -- any:

(i) nation, kingdom, republic, confederation, principality, state,

commonwealth, province, territory, canton, country, parish, city, town,

township, municipality, village, hamlet, borough, district or other jurisdiction

of any nature;

(ii) federal, state, local, municipal, foreign or other government;

(iii) governmental or quasi-governmental authority of any nature

(including any governmental division, subdivision, department, agency, ministry,

service, system, corps, administration, bureau, branch, office, commission,

council, board, instrumentality, officer, official, representative,

organization, unit, organ, body or entity and any court or other tribunal);

(iv) multi-national organization or body; or

(v) body exercising, entitled or purporting to exercise, any executive,

legislative, judicial, administrative, regulatory, police or taxing authority or

power of any nature.

"Indemnified Persons" -- as defined in Section 11.3.

"Indemnity Agreement" -- as defined in Section 2.4(b)(vi).

"Intellectual Property Assets" -- as defined in Section 3.21(a)

"Interim Balance Sheet" -- as defined in Section 3.4.

"Knowledge" -- an individual shall be deemed to have "Knowledge" of a particular

fact or other matter if:

(i) such individual is actually aware of such fact or other matter; or

(ii) a prudent individual could be expected to discover or otherwise

become aware of such fact or other matter in the course of conducting a

reasonably comprehensive investigation concerning the truth or existence of such

fact or other matter.

A Person (other than an individual) shall be deemed to have "Knowledge" of a

particular fact or other matter if any individual who is serving, or who has at

any time served, as a director, officer, or employee of such Person (or in any

similar capacity) has, or at any time had, Knowledge of such fact or other

matter.

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"Legal Requirement" -- any federal, state, local, municipal, foreign or other

law, statute, legislation, bill, act, enactment, constitution, resolution,

proposition, initiative, canon, ordinance, code, edict, decree, proclamation,

treaty, convention, rule, regulation, ruling, directive, guideline, or

interpretation issued, enacted, adopted, passed, approved, ratified, endorsed,

promulgated, made, entered, rendered, published or implemented by or under the

authority of any Governmental Body or by the eligible voters of any

jurisdiction.

"Marks" -- as defined in Section 3.21(a).

"Material Adverse Effect" - means any circumstance(s) or event(s), the result of

which would have, or reasonably could be expected to have, individually or in

the aggregate, a material adverse effect on the business, assets, results of

operations, or condition (financial or otherwise) of the Acquired Company or on

the Contemplated Transactions.

"Membership Interests" or "Interests" - the membership interests in the Acquired

Company being transferred hereunder.

"Order" -- any order, judgment, injunction, edict, decree, ruling,

pronouncement, determination, decision, opinion, sentence, subpoena, writ or

award issued, made, entered or rendered by any court, administrative agency or

other Governmental Body or by any arbitrator.

"Ordinary Course of Business" -- an action taken by a Person shall be deemed to

have been taken in the "Ordinary Course of Business" only if:

(i) such action is recurring in nature, is consistent with the past

practices of such Person and is taken in the ordinary course of the normal

day-to-day operations of such Person;

(ii) such action is not required to be authorized by the board of

directors of such Person (or by any Person or group of Persons exercising

similar authority), is not required to be authorized by the parent company (if

any) of such Person and does not require any other separate or special

authorization of any nature; and

(iii) such action is similar in nature and magnitude to actions

customarily taken, without any separate or special authorization, in the

ordinary course of the normal day-to-day operations of other Persons that are in

the same line of business as such Person.

"Organizational Documents" -- (i) the articles or certificate of incorporation

and the bylaws of a corporation; (ii) the partnership agreement and any

statement of partnership of a general partnership; (iii) the limited partnership

agreement and the certificate of limited partnership of a limited partnership;

(iv) any charter or similar document adopted or filed in connection with the

formation, creation, constitution or organization of a Person; and (v) any

amendment to any of the foregoing.

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"Patents" -- as defined in Section 3.21(a).

"Person" -- any individual, corporation (including any non-profit corporation),

general partnership, limited partnership, joint venture, estate, trust,

cooperative, foundation, union, syndicate, league, consortium, coalition,

committee, society, firm, company or other enterprise, association, organization

or other entity or Governmental Body.

"Plan" -- any "employee benefit plan," as defined in Section 3(3) of ERISA, that

covers any employee or former employee of any of the Companies.

"Proceeding" -- any action, suit, litigation, arbitration, proceeding (including

any civil, criminal, administrative, investigative or appellate proceeding and

any informal proceeding), prosecution, contest, hearing, inquiry, inquest,

audit, examination, investigation commenced, brought, conducted or heard by or

before, or otherwise involving, any Governmental Body or arbitrator.

"Promissory Notes" -- as defined in Section 2.5(b)(iii) and (iv).

"Purchase Price" -- as defined in Section 2.2.

"Quota" - as defined in Section 2.3(a).

"Related Person" -- with respect to a particular individual:

(i) each other member of such individual's Family;

(ii) any Person that is directly or indirectly controlled by any one or

more members of such individual's Family;

(iii) any Person in which members of such individual's Family hold

(individually or in the aggregate) a Material Interest; and

(iv) any Person with respect to which one or more members of such

individual's Family serves as a director, officer, employee, general partner,

executor or trustee (or in a similar capacity).

(for purposes of this definition, the "Family" of an individual includes (i)

such individual, (ii) the individual's spouse, (iii) any other natural person

who is related to the individual or the individual's spouse within the second

degree, and (iv) any other natural person who resides with such individual and

"Material Interest" means direct or indirect beneficial ownership (as defined in

Rule 13d-3 under the Securities Exchange Act of 1934) of voting securities or

other voting interests representing at least twenty percent (20%) of the

outstanding voting power of a Person or equity securities or other equity

interests representing at least twenty percent (20%) of the outstanding equity

securities or equity interests in a Person).

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With respect to a specified Person other than an individual:

(a) any Person that directly or indirectly controls, is directly or

indirectly controlled by or is directly or indirectly under common control with

such specified Person;

(b) any Person that holds a Material Interest in such specified Person;

partner, executor or trustee of such specified Person (or in a similar

capacity);

(d) any Person in which such specified Person holds a Material Interest;

and

(e) any Person with respect to which such specified Person serves as a

general partner or a trustee (or in a similar capacity).

"Rights in Mask Works" -- as defined in Section 3.21(a).

"SEC" -- as defined in Section 3.4.

"Securities Act" -- the Securities Act of 1933, as amended from time to time, or

any successor law.

"Sellers" -- as defined in the first paragraph of this Agreement.

"Sellers' Release" -- as defined in Section 5.12.

"Subsidiary" -- with respect to any Person ("owner"), any corporation or other

Person of which securities or other interests having the power to elect a

majority of that corporation's or other Person's board of directors or similar

governing body, or otherwise having the power to direct the business and

policies of that corporation or other Person (other than securities or other

interests having that power only upon the happening of a contingency that has

not occurred) are held by owner or one or more of its Subsidiaries; when used

without reference to a particular Person, "Subsidiary" means Subsidiary of the

Buyer.

"Tax" -- any tax (including any income tax, franchise tax, capital gains tax,

gross receipts tax, value-added tax, surtax, excise tax, ad valorem tax,

transfer tax, stamp tax, sales tax, use tax, property tax, inventory tax,

occupancy tax, withholding tax, payroll tax, gift tax, estate tax or inheritance

tax), levy, assessment, tariff, impost, imposition, toll, duty (including any

customs duty), deficiency or fee, and any related charge or amount (including

any fine, penalty or interest), imposed, assessed or collected by or under the

authority of any Governmental Body or payable pursuant to any tax-sharing

agreement or pursuant to any other Contract relating to the sharing or payment

of any such tax, levy, assessment, tariff, impost, imposition, toll, duty,

deficiency or fee.

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"Tax Return" -- any return (including any information return), report,

statement, declaration, schedule, notice, notification, form, certificate or

other document or information filed with or submitted to, or required to be

filed with or submitted to, any Governmental Body in connection with the

determination, assessment, collection or payment of any Tax or in connection

with the administration, implementation or enforcement of or compliance with any

Legal Requirement relating to any Tax.

"Threatened" -- a claim, Proceeding, dispute, action or other matter shall be

deemed to have been "Threatened" if any demand or statement shall have been made

(orally or in writing) or any notice shall have been given (orally or in

writing), or if any other event shall have occurred or any other circumstances

shall exist, that might lead a prudent Person to conclude that such a claim,

Proceeding, dispute, action or other matter might be asserted, commenced, taken

or otherwise pursued in the future.

"Transaction" - as defined in the second paragraph of this Agreement.

"Transaction Agreements" -- shall refer to this Agreement and all agreements

described herein to be executed and delivered as part of the Contemplated

Transaction.

"Trade Secrets" -- as defined in Section 3.21(a).

ARTICLE II

SALE AND TRANSFER OF MEMBERSHIP INTERESTS; CLOSING.

2.1 INTERESTS

(a) Subject to the terms and conditions of this Agreement, at the Closing,

each Seller shall sell to Buyer, and Buyer shall purchase from Seller, the

Interests owned by each Seller.

(b) Each Seller shall deliver to Buyer a transfer and assignment or such

other documents of transfer as shall be appropriate representing 100% of the

Seller's Membership Interests of the Acquired Company.

2.2 PURCHASE CONSIDERATION. The purchase consideration (hereinafter referred to

as the "Purchase Consideration") for the Interests shall be as follows:

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(a) One Hundred Twenty Seven Thousand Six Hundred Dollars ($127,600) in

cash to be paid via wire transfer at Closing to the Sellers in such amounts as

directed by the Sellers at Closing, and of which, $50,000 shall be allocated to

Nitin Shah.

(b) One Million Five Hundred Thousand (1,500,000) shares of restricted

common stock of the Buyer ("Binder Stock") which was previously delivered to the

Acquired Company and which the Acquired Company has or shall distribute to each

of the Sellers.

Buyer's restricted common stock which shall be delivered at Closing by delivery

of certificates fully executed and authorized by the Buyer to each of the

Sellers in such amounts as the Sellers shall direct at Closing, and of which,

490,000 shares shall be allocated to Nitin Shah. In the event any fractional

shares will be required to be delivered, the number of shares of Buyer common

stock to be issued to any Seller shall be rounded up to the nearest number of

whole shares.

(d) Convertible promissory notes each made by the Buyer in the aggregate

principal amount of Three Hundred Fifty Thousand Dollars ($350,000) (with

separate notes being delivered to each Seller in such amounts as the Sellers

shall direct at Closing) due on January 1, 2006 in the form of Exhibit

2.5(b)(ii) hereto.

(e) Buyer shall pay to Sellers by no later than the date which is 240 days

following the date of Closing, the sum of Two Hundred Thousand Dollars

($200,000), less the amount by which the Acquired Company's Accounts Payable

exceed the Acquired Company's Accounts Receivable as of the Closing Date,

determined consistently with the Buyer's prior accounting practices. Sellers

shall give direction at Closing to the Buyer regarding how any payment hereunder

shall be allocated to the Sellers. Buyer shall, within ninety (90) days of the

date of Closing, notify the Sellers if Buyer determines that the Accounts

Payable exceeded the Accounts Receivable and, consequently, that an adjustment

in the $200,000 payment is due, which notice shall be accompanied by the

specific findings and any information necessary to test or review the findings.

In such case, any Seller has thirty (30) days to object to such adjustment and,

if the issue cannot be resolved within one hundred and fifty (150) days from the

date of Closing, either party may submit the matter to binding arbitration

before a single arbitrator located in the San Diego, California metropolitan

area pursuant to the rules of the American Arbitration Association for the

resolution of commercial disputes. The determination of the arbitrator shall be

final and binding to all parties. In the event that the Seller fails to make the

payment required by this subparagraph within such 240-day period, interest shall

accrue, retroactively from the date of Closing, at the rate of nine percent (9%)

per annum.

(f) An Earn-Out Agreement between Buyer and the Atlanta Office in the form

of Exhibit 2.5(b)(v) attached hereto.

<PAGE>

2.3 OTHER PAYMENTS. In addition to the Purchase Consideration described in

Section 2.2, at Closing Buyer shall pay, on behalf of the Acquired Company, the

following amounts:

(a) Repayment of the following Acquired Company outstanding loans:

Anil Patel $26,040

Chirag Patel $49,593

Chintu Patel $50,000

Vimal Patel $ 7,401

Bella Investments, LLC $47,500

Chetan Patel $35,000

Nitin Shah $50,000

RBC $34,275

(b) Payment of legal, accounting and professional fees incurred in

connection with the Contemplated Transaction up to a maximum of $ 22,591.

its restricted common stock to the following employees of Acquired Company as

compensation:

Employee Number of Shares

-------- ----------------

Kirtan Patel 50,000

Brandon Dunn 10,000

Barbara Stafford 10,000

T.M. Ashok Kumar 20,000

David Tyre 10,000

2.4 CLOSING. The purchase and sale provided for in this Agreement shall take

place at the offices of Michael L. Corrigan, 4275 Executive Square Suite 215, La

Jolla, California 92037, counsel for Buyer, at 1:00 p.m. (San Diego time) on

August 31, 2005, or at such other time and place as the parties hereto shall

mutually agree (hereinafter referred to as the "Closing"). Subject to the

provisions of Section 12, failure to consummate the purchase and sale provided

for in this Agreement on the date and time and at the place determined pursuant

to this Section 2.4 shall not result in the termination of this Agreement and

shall not relieve any parties to this Agreement of any obligation hereunder.

2.5 CLOSING DELIVERIES. At the Closing:

(a) Sellers shall deliver, or cause to be delivered, to Buyer:

<PAGE>

(i) Certificates representing the number of Interests to be sold by each

Seller hereunder to be delivered to the Buyer fully endorsed. Each Seller

agrees to furnish to the Buyer such other documentation which may be

reasonably necessary or appropriate to transfer record ownership of the

Interests to the Buyer;

(ii) the Employment Agreements for each of the persons comprising the

Atlanta Office in the form attached as Exhibits 5.9(a) through (d). Chirag

Patel shall also be committed to serve under full-time employment, or no

less than 40 hours per week, to the Buyer through December 31, 2005 and

for no less than 10 hours per week from January 1, 2006 through December

31, 2006;

(iii) such other documents, instruments, certificates and opinions as may

be required by this Agreement or as may be reasonably requested by Buyer;

and

(b) Buyer shall deliver, or cause to be delivered, to Sellers:

(i) One Hundred Twenty Seven Thousand Six Hundred (USD$127,600.00)

dollars in cash;

(ii) Convertible promissory notes payable to Sellers in the aggregate

principal amount of $350,000.00 in the form of Exhibit 2.5(b)(ii)

(hereinafter referred to as the "Promissory Note");

(iii) a certificate(s) of 1,150,000 shares of the Buyer's restricted

common stock (the "Closing Shares"), which in addition to the

1,500,000 shares of Binder Stock issued to Seller concurrent with

the signed Letter of Intent ("LOI") equal 2,750,000 shares (the

"Purchase Price");

(iv) the opinion of Buyer's counsel required pursuant to Section 6.5

hereof;

(v) "Earn-Out Agreement" as referred to in 2.2(f);

(vi) Member's Release Agreement in the form of Exhibit 2.5(b)(vi); and

(vii) such other documents instruments, certificates and opinions as may

be required by this Agreement or as may be reasonably requested by

Sellers.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLERS

Sellers, other than Nitin Shah who is joining in making these representations

and warranties only with respect to Sections 3.1, 3.2 and 3.3, jointly and

severally represent and warrant to Buyer that, as of the date of this Agreement,

all of the following are true and correct in all material respects:

3.1 ORGANIZATION AND GOOD STANDING. The Acquired Company is a limited liability

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

the State of Georgia with full corporate power and authority to carry on its

business as it is now being conducted, to own or hold under lease the properties

and assets which it owns or holds under lease and perform all its obligations

under the agreements and instruments to which it is a party or by which it is

bound.

<PAGE>

3.2 AUTHORITY; NO CONFLICT. This Agreement constitutes the legal, valid and

binding obligation of each Seller, enforceable against each Seller in accordance

with its terms for a period of two years from the Closing Date of this

Agreement. Upon the execution and delivery by Sellers of the Releases, those

documents will constitute the legal, valid and binding obligations of Sellers,

enforceable against Sellers in accordance with their respective terms. Each

Seller has the absolute and unrestricted right, power, authority and capacity to

execute and deliver this Agreement, the Employment Agreements, the Releases and

each other document contemplated hereunder or thereunder and to perform their

obligations hereunder and thereunder. Neither the execution and delivery of this

Agreement nor the consummation or performance of any of the Contemplated

Transactions will, directly or indirectly:

(a) contravene, conflict with or result (with or without notice or lapse

of time) in a violation of (i) any of the provisions of the Organizational

Documents of the Acquired Company or (ii) any resolution adopted by the board of

directors or the members or managers of the Acquired Company;

(b) contravene, conflict with or result (with or without notice or lapse

of time) in a violation of any Legal Requirement or any Order to which the

Acquired Company or either Company, any Seller, or any of the assets owned or

used by the Acquired Company, may be subject, except that, which would not have

a Material Adverse Effect;

for the payment of, any Tax;

(d) cause any of the assets owned by the Acquired Company to be reassessed

or revalued by any taxing authority or other Governmental Body;

(e) contravene, conflict with or result (with or without notice or lapse

of time) in a violation of any of the terms or requirements of, or give any

Governmental Body the right (with or without notice or lapse of time) to revoke,

withdraw, suspend, cancel, terminate or modify, any Governmental Authorization

that is held by the Acquired Company or that otherwise relates to the business

of, or any of the assets owned or used by, any Acquired Company, except that,

which could not have a Material Adverse Effect;

(f) contravene, conflict with or result (with or without notice or lapse

of time) in a violation or breach of any of the provisions of, or give any

Person the right (with or without notice or lapse of time) to declare a default

or exercise any remedy under, or to accelerate the maturity or performance of or

cancel, terminate or modify, any Contract to which the Acquired Company or any

Seller is a party or under which the Acquired Company has any rights, or by

which the Acquired Company or any Seller, or any of the assets owned or used by

the Acquired Company, may be bound, except that, which could not have a Material

Adverse Effect; or

<PAGE>

(g) result (with or without notice or lapse of time) in the imposition or

creation of any Encumbrance upon or with respect to any of the assets owned or

used by the Acquired Company;

The Acquired Company is not nor will be required to give any notice to or obtain

any Consent from, and no Seller is or will be required to give any notice to or

obtain any Consent from, any Person in connection with the execution and

delivery of this Agreement or the consummation or performance of any of the

Contemplated Transactions, other than the consent of the Members. Sellers are

acquiring the Promissory Notes and, if applicable, the shares of Buyer's common

stock issuable upon conversion of the Promissory Notes (hereinafter referred to

as the "Conversion Shares") for their own account and not with a view to their

distribution within the meaning of Section 2(11) of the Securities Act. Each

Seller acknowledges that such Seller has had the opportunity to ask questions of

and receive answers from, or obtain additional information from, the executive

officers of Buyer concerning the financial and other affairs of Buyer, and to

the extent deemed necessary in light of such personal knowledge of the Buyer's

affairs, such Seller has asked such questions and received answers to the full

satisfaction of such Seller. Each Seller understands that no United States

federal or state agency or any other government or governmental agency has

passed on or made any recommendation or endorsement of the Promissory Notes or

Conversion Shares or the fairness of suitability of the investment in the

Promissory Notes or Conversion Shares nor have such authorities passed upon or

endorsed the merits of the offering of the Promissory Notes or Conversion

Shares.

3.3 CAPITALIZATION. Sellers are and will be on the Closing Date the record and

beneficial owners and holders of the Interests, free and clear of all

Encumbrances. Collectively, these individuals represent the Sellers and this

represents 100% of the Acquired Company's Interests.

All of the outstanding equity securities of the Acquired Company are owned of

record and beneficially by the Sellers. No legend or other reference to any

purported Encumbrance appears upon any certificate representing the Interests.

3.4 FINANCIAL STATEMENTS.

(a) Sellers have made available to Buyer, the Buyer's annual financial

statements as of December 31, 2003 and December 31, 2004 (the "Annual Financial

Statements") (the balance sheet as of December 31, 2004 being referred to herein

as the "Annual Balance Sheet"), and the interim financial statement dated as of

June 30, 2005 (the "Interim Financial Statement") (the interim balance sheet as

of June 30, 2005 being referred to herein as the "Interim Balance Sheet"). Each

of the Annual Financial Statements and the Interim Financial Statement presents

a true and fair view of the financial condition and assets and liabilities or

the results of operation of the Acquired Company as of the dates and for the

periods indicated. The Annual Financial Statements were prepared in accordance

with GAAP, applicable to the business of the Acquired Company consistently

applied in accordance with past accounting practices, with any Interim Financial

Statements having been prepared internally to fairly present the financial

condition of the Acquired Company. Since December 31, 2004, there have been

material adverse changes to the business, financial condition, results of

operations or prospects of the Acquired Company from that described and

reflected in the Interim Financial Statements.

<PAGE>

Since the Acquired Company's inception, wherever required to make filings under

any Legal Requirement has filed with the applicable Governmental Bodies all

material forms, statements, reports and documents (including exhibits, annexes

and any amendments thereto) required to be filed by it, and each such filing

complied in all material respects with all applicable laws, rules and

regulations, other than such failures to file and non-compliance that could not

have a Material Adverse Effect.

(b) The Acquired Company is not and has not been required to file any

reports with the SEC.

3.5 BOOKS AND RECORDS. The books of account and other records of the Acquired

Company, all of which have been made available to Buyer, are complete and

correct in all material respects and have been maintained in accordance with

sound business practices. At the Closing, all of those books and records will be

in the possession of the Acquired Company with the original copies being

available to the Buyer.

3.6 TITLE TO PROPERTIES; ENCUMBRANCES. Acquired Company has no ownership

interest in any real property.

3.7 CONDITION AND SUFFICIENCY OF ASSETS AND/OR LEASED ASSETS. The buildings,

plants, structures and equipment of the Acquired Company, whether owned or

leased by the Acquired Company, is, to the knowledge of the Sellers,

structurally sound, in good operating condition and repair and adequate for the

uses to which they are being put, and none of such buildings, plants, structures

or equipment is in need of maintenance or repairs, except for ordinary, routine

maintenance and repairs. The building, plants, structures and equipment of the

Acquired Company that are either owned or leased by the Acquired Company are

sufficient for the continued conduct of the Acquired Company's business after

the Closing in substantially the same manner as conducted prior to the Closing.

3.8 ACCOUNTS RECEIVABLE. All accounts receivable of the Acquired Company as

reflected on the Annual Balance Sheet or the Interim Balance Sheet or on the

accounting records of the Acquired Company as of the Closing Date (referred to

collectively as the "Accounts Receivable") represent or will represent valid

obligations arising from sales actually made or services actually performed in

the Ordinary Course of Business. Unless paid prior to the Closing Date, the

Accounts Receivable are or will be as of the Closing Date current and, to the

Knowledge of each Seller, collectible net of the respective reserves shown on

the Balance Sheet or the Interim Balance Sheet or on the accounting records of

the Acquired Company as of the Closing Date (which reserves are adequate and

calculated consistent with past practice and, in the case of the reserve as of

the Closing Date, will not represent a greater percentage of the Accounts

Receivable as of the Closing Date than the reserve reflected in the Interim

Balance Sheet represented of the accounts receivable reflected therein and will

<PAGE>

not represent a material adverse change in the composition of such Accounts

Receivable in terms of aging). Subject to such reserves, each of the Accounts

Receivable either has been or is scheduled to be collected in full, without any

setoff, within 90 days after the day on which it first becomes due and payable.

Except as set forth in Section 3.8 of the Disclosure Letter, there is no

contest, claim or right of set-off, other than returns in the Ordinary Course of

Business, contained in any agreement with any maker of an Accounts Receivable

relating to the amount or validity of such Accounts Receivable. The Acquired

Company has made available to the Buyer a list of all Accounts Receivable of the

Corporation as of the date of the Interim Balance Sheet, which list is correct

and complete in all material respects and sets forth the aging of such Accounts

Receivable.

3.9 INVENTORY. All inventory of the Acquired Company, whether or not reflected

in the Annual Balance Sheet or the Interim Balance Sheet, consists of a quality

and quantity usable and salable in the Ordinary Course of Business, except for

obsolete items and items of below-standard quality, all of which have been

written off or written down to net realizable value in the Annual Balance Sheet

or the Interim Balance Sheet or on the accounting records of the Acquired

Company as of the Closing Date, as the case may be. The quantities of each type

of inventory (whether raw materials, work-in-process, or finished goods) are

reasonable and warranted in the present circumstances of the Acquired Company.

All work in process and finished-goods inventory is free of any defect or other

deficiency.

3.10 NO UNDISCLOSED LIABILITIES. Except as set forth in Section 3.10 of the

Disclosure Letter, the Acquired Company has no liabilities or obligations of any

nature (known or unknown, absolute, accrued, contingent or otherwise) that were

not fully reflected or reserved against in the Annual Balance Sheet or the

Interim Balance Sheet.

3.11 TAXES. The Acquired Company has filed or caused to be filed (on a timely

basis) all Tax Returns that are or were required to be filed by the Acquired

Company pursuant to the Legal Requirements of each Governmental Body with taxing

power over them or their assets. Sellers have made available to Buyer copies of,

and Section 3.11 of the Disclosure Letter lists, all such Tax Returns filed

since fiscal year ended December 31, 2003. The Acquired Company has paid, or

made provision for the payment of, all Taxes that have or may have become due

pursuant to those Tax Returns, or otherwise, or pursuant to any assessment

received by Sellers or the Acquired Company, except such Taxes, if any, as are

set forth in Section 3.11 of the Disclosure Letter and are being contested in

good faith and as to which adequate reserves (determined in accordance with

GAAP) have been provided in the Annual Balance Sheet and the Interim Balance

Sheet. the Section 3.11 of the Disclosure Letter describes all adjustments to

<PAGE>

the United States federal income Tax Returns filed by the Acquired Company for

all taxable years since December 31, 2003, and the resulting deficiencies

proposed by the Internal Revenue Service. Except as set forth in Section 3.11 of

the Disclosure Letter, the Acquired Company has not given or been requested to

give waivers or extensions (or is or would be subject to a waiver or extension

given by any other Person) of any statute of limitations relating to the payment

of Taxes of the Acquired Company or for which the Acquired Company may be

liable. The charges, accruals and reserves with respect to Taxes on the

respective books of the Acquired Company are adequate (determined in accordance

with GAAP). There exists no proposed tax assessment against the Acquired

Company, except as disclosed in the Balance Sheet or in Section 3.11 of the

Disclosure Letter. All Taxes that the Acquired Company is or was required by

Legal Requirements to withhold or collect have been duly withheld or collected

and, to the extent required, have been paid to the proper Governmental Body or

other Person, except where the failure to withhold, collect or pay does not have

a Material Adverse Effect. All Tax Returns filed by the Acquired Company are

true, correct and complete in all material respects. There is no tax sharing

agreement that will require any payment by the Acquired Company after the date

of this Agreement.

3.12 NO MATERIAL ADVERSE CHANGE. Except as set forth in Section 3.12 of the

Disclosure Letter, since the date of the Annual Balance Sheet, there has not

been any material adverse change in the business, operations, properties,

prospects, assets or condition of the Acquired Company or any event, condition

or contingency that is likely to result in such a material adverse change.

3.13 BENEFIT PLANS.

(a) The Acquired Company does not maintain any pension, retirement, profit

sharing, Section 401(k), thrift-savings, individual retirement account, excess

benefit plan, deferred compensation, incentive compensation, stock bonus, stock

option, restricted stock, cash bonus, employee stock ownership (including,

without limitation, payroll related employee stock ownership), severance pay,

cafeteria, flexible compensation, life insurance, medical, dental, disability,

welfare, or vacation plans or arrangements of any kind and any other Employee

Pension Benefit Plan or Employee Welfare Benefit Plan (as defined in Section 3

of ERISA), incentive compensation plan or fringe benefit or any combination of

the foregoing established, maintained, sponsored, contributed to or otherwise

participated in by the Acquired Company for any of the employees or past

employees of the Acquired Company at any time prior to the Closing Date.

(b) Section 3.13(b) of the Disclosure Letter lists all outstanding

employment or consulting, severance or termination agreements or other similar

commitments which cover any past, present or retired director, officer or

employee of the Acquired Company and a list of prerequisites and other fringe

benefits being made available, or scheduled to be made, to them, copies of each

of which have heretofore been delivered to Buyer.

with respect to the Acquired Company to the Internal Revenue Service with

respect to any pension plan qualified under Section 401 of the Code or any

funded welfare benefit plan, including any liability imposed by Sections 412,

4971, 4972, 4976, 4977, 4978, 4978A, 4979, 4979A and 4980 of the Code.

<PAGE>

(d) The Acquired Company does not, and Sellers do not with respect to the

Acquired Company, maintain or contribute to, and have not participated in or

agreed to participate in, a Multi-employer plan as defined in Section 4001(a)(3)

of ERISA and no event has occurred, and there exists no condition or set of

circumstances, which presents a risk of the occurrence of any withdrawal from or

the partition, termination, reorganization or insolvency of any Multi-employer

Plan which could result in any liability of the Acquired Company or Buyer with

respect to the Acquired Company to a Multi-Employer Plan.

(e) Section 3.13(e) of the Disclosure Letter lists, and Sellers have made

available to Buyer a true and complete set of all personnel and employment

policies and manuals of the Acquired Company.

3.14 COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL AUTHORIZATIONS.

(a) Except as set forth in Section 3.14 of the Disclosure Letter:

(i) the Acquired Company is, and at all times has been, in

compliance with each Legal Requirement of which the Sellers have knowledge that

is or was applicable to it or to the conduct or operation of its business or the

ownership or use of any of its assets, except where such failure to comply does

not result in a Material Adverse Effect;

(ii) no event has occurred, and no condition or circumstance exists,

that might (with or without notice or lapse of time) constitute or result

directly or indirectly in a violation by the Acquired Company of, or a failure

on the part of the Acquired Company to comply with, any Legal

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