Asset Purchase Agreement and Related License Agreement

EXHIBIT 10.1

Asset Purchase Agreement
and Related License Agreement

         This Asset Purchase Agreement and Related License Agreement (" Agreement ") is made effective February 13, 2008 (" Effective Date ") by and between NeXplore corporation, A Nevada Corporation having principal offices at 2601 Network Boulevard, Suite 208, Frisco, Texas 75034 (" NeXplore "), and ClickCaster, Inc., a Delaware corporation having principal offices at 1750 30 ^th Street #173, Boulder, Colorado 80301 (" ClickCaster ") (NeXplore and ClickCaster are sometimes referred to individually as "party" and collectively as the "Parties").

RECITALS

• NOW, THEREFORE, the parties agree as follows:

1.     Definitions.

     1.1     "Affiliate" means a corporation or other entity (a) with a common parent corporation; (b) a corporation or other entity whose controlling interests (representing the right to vote for the election of more than one director or other managing authority) are, now or hereafter, owned or controlled, directly or indirectly, by one of the Parties, but such corporation or other entity constitutes an Affiliate only so long as such ownership or control exists; or (c) a corporation or other entity which does not have outstanding shares or securities, as may be the case in a partnership or joint venture, but more than fifty percent (50%) of the whose ownership interest representing the right to make decisions for such corporation or other entity is now or hereafter, owned or controlled, directly or indirectly, by one of the Parties.

     1.2     "Code" means computer programming code.

     1.3     "Change of control" means (a) a merger, consolidation or other reorganization to which NeXplore or ClickCaster is a party, if the individual and entities who were stockholders (or partners or members or others that hold an ownership interest) of NeXplore or ClickCaster imeediately prior to the Effective Date have beneficial ownership (as defined in 13d-3 of the Securities Exchange Act of 1934, as amended) of less than fifty percent (50%) of the total combined voting power of election of directors (or the equivalent) of the surviving entity following the Effective Date, (b) acquisition by any entity or group of direct or indirect beneficial ownership in the aggregate of then issued and outstanding securities (or other ownership interest) of NeXplore or ClickCaster in a single transaction or a series of representing in the aggregate fifty percent (50%) or more of the total combine voting power of NeXplore or ClickCaster, or (c) a sale of all or substantially all of NeXplore or ClickCasters's assets.

•      1.4     "ClickCaster.com" means a registered public domain name and Web Site associated with the ClickCaster.com Application.

       1.5     "Castlister.com" means a registered public domain name and Web Site associated with the Castlister.com Application.

       1.6     "Directory Services Database Application" means a copy of the Code that allows search of audio and video content on the web accessed by RSS feed.

       1.7     "Directory Services Crawler Application" means a copy of the Code that allows collection of audio and video content accessed by RSS feed.

       1.8     "Clickcaster.com Application" means a copy of the Code associated with ClickCaster.com domain as of February 13, 2008.

       1.9     "Castlister.com Application" means a copy of the Code associated with Directory Services Database Application and Directory Services Crawler Application as of February 13, 2008 and that is associated with Castlister.com.

       1.10     "Intellectual Property Rights" means all current and future worldwide patents and other patent rights, utility models, copyrights, mask work rights, trade secrets, trademark, and all other intellectual property rights and the related documentation or other tangible expression thereof.

       1.11     "Licensed Applications" means those assets licensed to NeXplore pursuant to Section 4 of this Agreement.

       1.12     "NeXplore Products" means all software products created by neXplore, including NeXplore Search, My Circle, Ad Circle, and any other product, Code or javascript developed by Nexplore.

       1.13     "Purchased Assets" means those assets described in Section 5.

       1.14     "Software" means software of NeXplore or its licensors included in the NeXplore Products.

       1.15     "Web Site" means an HTML document containing a set of information available via the internet.

2.     Ownership by NeXplore . NeXplore and its Affiliates will own all right, title, and interest in the NeXplore Products, and is not transferring any of its intellectual property, including its patents, trademarks, trade names, domain names, service marks, copyrights, trade secrets, proprietary processes and all other forms of intellectual property through this Agreement. Without limiting the generality of the foregoing, no commercial use rights or any licenses under any patent, patent application, copyright, trademark, know-how, trade secret, or any other intellectual proprietary rights are granted by the Parties pursuant to this Agreement. This Agreement does not include any implied license.

3.     Ownership by ClickCaster . Except as provided in Sections 4 and 5 below, ClickCaster and its Affiliates own all right, title, and interest in all Intellectual Property Rights currently owned and is not giving up any of those Intellectual Property Rights by entering into this Agreement.

4.     License to NeXplore

     4.1     ClickCaster grants to Nexplore a perpetual, royalty-free, world-wide, non-exclusive, non-assignable, non-trasferable, non-sublicensable license to use: (a) the Directory Services Database Application, along with its associated Intellectual Property Rights; (b) Directory Services Crawler Application, along with its associated Intellectual Property Rights; (c) the clickCaster.com Application, along with its associated Code and Intellectual Property Rights; the Castlister.com Application, along with its associated Intellectual Property rights (" License ").

     4.2     This license is perpetual and non-terminable by ClickCaster unless NeXplore fails to meet its obligations under Section 6 (Compensation) of this Agreement.

     4.3     ClickCaster is not prohibited by this Agreement from using the Applications associated with the License.

5.     Purchase by NeXplore . ClickCaster transfers all rights, title, and interest in the domains ClickCaster.com and Castlister.com including all associated copyrights and trademarks to NeXplore. This does not include the Licensed Applications associated with ClickCaster.com and Castlister.com . This includes all merchant accounts and associated revenues derived from the ClickCaster.com and Castlister.com applications. Further, NeXplore shall own all right, title, and interest in any enhancements made to the Licensed Applications in the future that NeXplore creates and develops. The foregoing shall be defined as " Purhcased Assets ", and the Licensed Assets and Purchased Assets sh