PURCHASE AGREEMENT

Exhibit 10.1

This Purchase Agreement (“Agreement”), dated as of September 17, 2008, is by and between Netcom Data Corp., a Georgia corporation (“Buyer”), and Net Com Data Corp of N.Y., a New York corporation (“NCNY”) and American Timeshare Associates, Inc. , a New York corporation (“ATA;” ATA and NCNY to be collectively referred to as “Sellers”).

WHEREAS, NCNY is a party to an Independent Sales Organization Agreement dated on or about May 2, 1997, with Michigan National Bank (“MNB”), which agreement has been amended from time to time and provides for customers of Seller to utilize the merchant processing services offered by MNB and marketing of MNB’s merchant processing services by Seller to prospective customers (the “Seller Bank Agreement”); and

WHEREAS, NCNY previously assigned a portion of its rights in and to the Seller Bank Agreement to ATA; and

WHEREAS, Buyer entered into an Independent Sales Organization Agreement with MNB on or about February 2, 1995, which agreement has been amended from time to time and provides for customers of Buyer to utilize the merchant processing services offered by MNB and marketing of MNB’s merchant banking services by Buyer to prospective customers (“Buyer Bank Agreement”); and

WHEREAS, LaSalle Bank, N.A. (“Bank”) is the successor to MNB and was subsequently acquired by Bank of America Corporation.  Bank now offers merchant processing services through LaSalle Merchant Services, LLC, a Bank of America affiliate, and has requested the termination of many services currently provided by Buyer and NCNY under the Seller Bank Agreement and the Buyer Bank Agreement; and

WHEREAS, pursuant to this Agreement, at the Closing (as defined below), Sellers will assign all of their rights and obligations under the Seller Bank Agreement to Buyer and Buyer will purchase such rights and assume such obligations pursuant to the provisions of this Agreement and, contemporaneously therewith, the Buyer Bank Agreement and the Seller Bank Agreement will be consolidated and modified by a Service Agreement to be executed by Buyer and Bank on or before the Closing (“New Service Agreement”), pursuant to which Buyer will perform certain services currently provided by NCNY under the Seller Bank Agreement and will receive all payments due from LaSalle Bank, N.A., its successors and assigns, under the Seller Bank Agreement as modified by the New Service Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.            Purchase and Sale .  On the date of the Closing (“Closing Date”), the Sellers shall sell and the Buyer shall buy all of Sellers’ rights and obligations under the Seller Bank Agreement, as modified by the New Service Agreement (“Assigned Rights”), and Buyer shall accept such assignment and by its execution of the New Service Agreement will assume all obligations of

Sellers under the Seller Bank Agreement, as modified by the New Service Agreement (“Assumed Obligations”).  The Assigned Rights will be transferred by Sellers to Buyer free of all liens, claims, interests, or encumbrances.

2.            Purchase Price .  The purchase price (“Purchase Price”) will equal $2,275,000.00, in cash, plus 3,200,000 shares of United eSystems, Inc. (“United”) Common Stock (“United Stock”), subject to adjustment and payable as follows:  (a) $2,000,000.00 in cash (“Closing Payment”), payable by wire transfer within five (5) business days following the Closing; and (b) 2,850,000 shares of United Stock (“Closing Stock”) to be issued to Sellers within five (5) business days following the Closing.  Within five (5) business days after the Closing, Buyer will wire transfer an additional $250,000.00 (“Escrow Payment”) to Berenbaum, Weinshienk & Eason, P.C. (“Escrow Agent”), to be held in escrow pursuant to the provisions of this Agreement and will deliver to the Escrow Agent two certificates for 175,000 shares of United Stock each (“Escrow Stock”), issued in the name of Sellers.  The money and stock held in escrow by the Escrow Agent will be held pursuant to the terms of an escrow agreement (“Earn Out Escrow Agreement”) executed contemporaneously herewith.  Buyer will be entitled to receive the entire payment from the Bank under the Seller Bank Agreement that is payable on or about September 20, 2008 and the entire amount of all subsequent payments even though all or a portion of such payment(s) is or may be attributable to a time prior to Closing.  Within five (5) business days after Buyer receives the September 20, 2008 payment, Buyer will pay Seller $25,000 (“$25,000 Payment”) of the cash Purchase Price.  The Closing Payment, Closing Stock, $25,000 Payment, Escrow Payment and Escrow Stock will be allocated 10% to NCNY and 90% to ATA.

3.            Earn Out and Escrow Release .  For purposes of this Section 3, the term “Base” will mean $109,613.00 (derived from Sellers’ Compensation Report for April 2008 from Bank of America); the term “Excluded Amount” will equal $5,480.00; and the term “Net Revenue” will mean the revenue Buyer receives under the Service Agreement that was attributable to the accounts under the Seller Bank Agreement.  For the six (6) month period commencing on the Closing Date, Buyer will compute the average monthly Net Revenue and add to that amount any cancellation fees that are collected in connection with contracts that are cancelled during such 6-month period and were subject to the Bank Service Agreement, in each case divided by the remaining number of months for each such cancelled contract.  This result, the Adjusted Net Monthly Revenue will be compared with the Base.  If the difference (“Difference”) exceeds the Excluded Amount, the six (6) month adjustment to the cash portion (“Cash Adjustment”) of the purchase price will be computed by multiplying the Difference by six (6) (annualizing by multiplying by 12 and dividing by 2 to adjust for the cash portion only).  The Cash Adjustment will be deduced from $125,000.00 (one-half of the cash held in escrow), and any resulting positive balance will be paid to Sellers by the Escrow Agent, with the Cash Adjustment to be paid by the Escrow Agent to Buyer.  In addition, the number of shares which will be returned to United at the end of such six (6) months (“Stock Adjustment”) will be determined by multiplying 175,000 shares by the Cash Adjustment for such six (6) months and dividing the result by $125,000.00.  If there is a Stock Adjustment, a certificate for 175,000 shares will be returned to United by the Escrow Agent and United will issue Sellers for such six (6) months a number of shares equal to 175,000 shares less the Stock Adjustment, with United retaining the Stock Adjustment portion of such shares.

For the six (6) month period commencing six months after the Closing Date, the Cash Adjustment and the Stock Adjustment will be similarly be computed and the amount of cash and stock held in escrow will be divided between Buyer (or United with respect to the Escrow Stock) and Sellers

in accordance with the same formula provided for above.  The Escrow Agent will deposit the cash held in escrow in a bank account mutually agreed to by Buyer and Sellers, and any interest earned on the funds held in deposit will be divided in the same proportion as the cash is paid out of escrow.  After the end of the second twelve (12) month period, the Purchase Price will be adjusted to reflect the total amounts of cash and United Stock paid to Sellers at the Closing and released to Sellers from escrow (excluding any portion of cash that was for interest earned).

4.            Assumption of Liabilities .  The Buyer (by its execution of the New Service Agreement) will fully and unconditionally assume the liabilities of NCNY under the Service Agreement and will not assume or be responsible for any other liabilities of either or both Sellers.

5.            Representations, Warranties, and Covenants of Sellers .  The Sellers represent, warrant, and covenant to Buyer that:

(a)            Organization and Standing .  Each Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of New York, and is duly qualified to conduct business as a foreign corporation in each state where the failure to qualify would have a material adverse effect on such Seller.  Each Seller has full power and authority to own and hold its assets and to conduct its business as now conducted.

(b)            Authorization; Binding Agreement .  All necessary corporate actions to approve the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been taken by Sellers.  This Agreement and the other agreements and documents executed and delivered by Sellers pursuant to the terms thereof constitute the valid and binding obligations of Sellers, enforceable against Sellers in accordance with their terms.

(c)            License, Permits, and Approvals .  No licenses, permits, or approvals are required from any federal, state, or local governmental or administrative authority or other agency or a party to any contract with a Seller for either or both Sellers to enter into and perform their obligations under this Agreement or for Buyer to become a party to and perform its obligations under the Service Agreement.  Sellers currently are and in the past have been in compliance with the rules, regulations, and requirements of all applicable governmental and private regulatory agencies.

(d)            Financial Information .  The Sellers have delivered to Buyer Compensation Detail Reports (“Compensation Reports”) for the months from March 2007 through July 2008, reflecting revenues received and costs incurred by Sellers in connection with performance under the Seller Bank Agreement for the periods represented thereby.  Such Compensation Reports are true, correct, and complete in all material respects, fairly present the net revenues and costs for the periods covered thereby, and are in accordance with the books and records of Sellers.

(e)            Service Agreement .  Sellers hold all rights in and to the Seller Bank Agreement free and clear of all liens, encumbrances, security interests, and other interests of any kind whatsoever.  Upon Sellers’ execution and delivery of an Assignment assigning all of their rights under the Seller Bank Agreement and the Service Agreement to Buyer, the Buyer will have all right, title, and interest in and to the Sellers’ rights under the Seller Bank Agreement and the Service Agreement, free and clear of all liens, security interests, encumbrances, and other interests of any kind whatsoever.  Sellers have full power and authority to transfer the Assigned Rights to Buyer without obtaining any

consents or approvals from any other entity or person other than Bank.  Sellers do not have any liabilities, fixed or contingent, known or unknown, liquidated or accrued, primary or secondary, by agreement or operation of law, including, without limitation, liabilities for federal, state, and local taxes or liabilities to customers or suppliers that could adversely affect or result in a lien, encumbrance, or claim against the Assigned Rights.

(f)            Litigation .  No judgment, order, writ, injunction, decree, or arbitration award is issued or outstanding against or affecting a Seller and no litigation, action, arbitration, special assessment, charge, lien, suit, judgment, proceeding, inquiry, or investigation is pending or outstanding before any forum, court, or governmental body, department, or agency of any kind or, to the best of Sellers’ knowledge, is threatened to which a Seller is a party or which effects the Assigned Rights and Sellers do not know of any reason for any such claim, litigation, action, special assessment, charge, lien, suit, judgment, proceeding, or investigation.

(g)            Insolvency .  No insolvency proceeding of any character, including, without limitation, bankruptcy, receivership, reorganization, composition, or arrangement with creditors, voluntary or involuntary, affecting a Seller or any of the Assigned Rights is pending or threatened.  No Seller has taken any action in contemplation of, or which constitutes the basis for institution of, any insolvency proceedings.

(h)            Absence of Restrictions .  No Seller is a party to any contact, agreement, or other instrument which restricts, limits, or in any way adversely affects any aspect of Sellers’ performance of this Agreement and any other agreements executed and delivered by a Seller hereunder or the transactions contemplated hereby.  The execution, delivery, and performance of this Agreement and the other agreements executed and delivered by Sellers hereunder and the transactions contemplated hereby by Sellers will not conflict with, or result in the termination or breach of any term, provision, or condition of, or constitute a default under the Articles of Incorporation or Bylaws of a Seller or any contract, lease, agreement, or other instrument or condition to which a Seller is bound.  Sellers’ performance of this Agreement and the other agreements executed and delivered by Sellers hereunder will not violate any law, regulation, or judgment to which a Seller is subject.

(i)            Investment Intent; Restricted Securities .  Each Seller is acquiring the United Stock for its own account for investment and not with a view to, or for sale in connection with, any distribution of any thereof and with no present intention of disposing of any thereof.  Each Seller acknowledges that such securities have not been registered under the Securities Act of 1933, as amended (“Securities Act”) or qualified under applicable state securities laws and confirms to the Buyer and United that it understands the restrictions on resale of such securities imposed by such laws including Rule 144 promulgated under the Securities Act and that such securities may only be sold in limited circumstances.  Each Seller acknowledges and agrees that the representations, warranties and agreements contained herein relating to the United Stock are for the benefit of United and United is entitled to enforce such provisions.

(j)            Transfer Without Registration .  Notwithstanding the provisions of subsection (i), a Seller may transfer such securities in compliance with the provisions of the Securities Act (including Rule 144 promulgated thereunder) and any applicable provision of state law.  Prior to any transfer of such securities otherwise than in an offering registered under the Securities Act, a Seller will notify United of its intention to effect such transfer, indicating the circumstances of the proposed

transfer and furnish United with an opinion of its counsel, in form and substance reasonably satisfactory to counsel for United, to the effect that the proposed transfer may be made without registration under the Securities Act or qualification under any applicable state securities laws.  United will promptly notify a Seller if the opinion of counsel furnished to United is satisfactory to counsel for United.

(k)            Legend .  Each Seller understands that United will place the following legend and any other legend required by law on the certificates representing the United Stock:

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF LEGAL COUNSEL THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

United shall, upon the request of any holder of a stock certificate bearing the foregoing legend and the surrender of such certificate, issue a new stock certificate without the foregoing legend if (i) the stock evidenced by such certificate has been effectively registered under the Securities Act and sold by the holder thereof in accordance with such registration, or (ii) such holder shall have delivered to the Company a written legal opinion acceptable to the Company to the effect that the restrictions set forth herein are no longer required or necessary under any federal or state law or regulation.

(l)            Experience .  Each S