STOCK PURCHASE AGREEMENT among

Exhibit 99.1

STOCK PURCHASE AGREEMENT

among

ARIEL WAY, INC.

and

dbsXmedia, INC

and

ELSINORE GROUP, INC.

February 21, 2008

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TABLE OF CONTENTS

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STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this " Agreement ") is entered into as of February 21, 2008, by and among Elsinore Group, Inc. a Delaware corporation (" Buyer ") and Ariel Way, Inc., a Florida corporation (" Seller ").  Buyer and Seller may be referred to individually herein as a " Party " and, collectively, as the " Parties. "  

WHEREAS, Buyer and Seller mutually desire to consummate a transaction whereby Buyer will purchase from Seller, and Seller will sell to Buyer, one thousand five hundred (1,500) shares (the " Purchased Shares ") of dbsXmedia, Inc. (“dbsXmedia”) common stock, par value $0.001 per share,  (the " Seller Common Stock "), in exchange for Buyer's payment of the Purchase Consideration as described (and defined) below;

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows.

§1.

Definitions .  As used in this Agreement, the following terms shall have the following meanings:

" Accredited Investor " has the meaning set forth in Regulation D promulgated under the Securities Act.

" Affiliate " has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act and as set forth in Section 1.1 of the dbsXmedia, Inc Stockholders Agreement (the “Stockholders Agreement”) dated February 21, 2005.

" Buyer " has the meaning set forth in the preamble hereto.

" Closing " has the meaning set forth in §2(c) below.

" Closing Date " has the meaning set forth in §2(c) below.

" Confidential Information " means any information concerning the Purchased Shares and/or the businesses and affairs of dbsXmedia and its Affiliates that is not already generally available to the public.

" DGCL " means the General Corporation Law of the State of Delaware, as from time to time amended and in effect.

" Disclosure Schedule " has the meaning set forth in §3 below.

" FGCL " means the General Corporation Law of the State of Florida, as from time to time amended and in effect.

" Indemnified Party " has the meaning set forth in §8(d) below.

" Indemnifying Party " has the meaning set forth in §8(d) below.

" Knowledge " means actual knowledge without independent inquiry or investigation, which, in the case of an entity or Person other than a natural person, shall mean the actual knowledge of the directors and senior executive officers of such entity or other Person without independent inquiry or investigation.  

" Lien " means any mortgage, pledge, lien, encumbrance, charge, or other security interest, other than (a) liens incurred or arising (other than in connection with the borrowing of money) in the Ordinary Course of Business for amounts (x) not yet due and payable or (y) otherwise being actively contested in good faith through appropriate proceedings, in each case for which appropriate reserves are being maintained in accordance with generally accepted accounting principles, and (b) solely in the case of the Purchased Shares, transfer restrictions and similar limitations imposed thereon pursuant to the express provisions of the Certificate of Incorporation or Bylaws of dbsXmedia, the DGCL, the Securities Act or federal and state securities laws.

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" Losses " means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, liabilities, obligations, Taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys' fees and expenses.

" Material Adverse Effect " or " Material Adverse Change " means any effect or change that would be materially adverse to the business of dbsXmedia and its Subsidiaries, taken as a whole, or on the ability of any Party to consummate timely the transactions contemplated hereby; provided that none of the following shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Effect or Material Adverse Change: (a) any adverse change, event, development, or effect arising from or relating to (1) general business or economic conditions, including such conditions related to the business of dbsXmedia and its Subsidiaries, (2) national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, (3) financial, banking, or securities markets (including any disruption thereof and any decline in the price of any security or any market index), (4) changes in United States generally accepted accounting principles, (5) changes in law, rules, regulations, orders, or other binding directives issued by any governmental entity, or (6) the taking of any action contemplated by this Agreement and the other agreements contemplated hereby, (b) any existing event, occurrence, or circumstance with respect to which Buyer has Knowledge as of the date hereof, and (c) any adverse change in or effect on the business of dbsXmedia and its Subsidiaries that is cured by Seller before the earlier of (1) the Closing Date and (2) the date on which this Agreement is terminated pursuant to §10 hereof.

" Ordinary Course of Business " means the ordinary course of business of any specified Person(s) consistent with past custom and practice (including with respect to quantity and frequency) of such Person(s).

" Party " has the meaning set forth in the preamble hereto.

" Person " means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity or a governmental entity (or any department, agency, or political subdivision thereof).

" Purchase Consideration " has the meaning set forth in §2(b) below.

" Purchased Shares " has the meaning set forth in the recital above.  

" Securities Act " means the Securities Act of 1933, as amended.

" Securities Exchange Act " means the Securities Exchange Act of 1934, as amended.

" Seller " has the meaning set forth in the preamble hereto.

" Seller Common Stock " has the meaning set forth in the recital above.

"Subsidiary" shall mean, at any time, with respect to any Person (the "Subject Person"), (i) any Person of which either (x) more than 50% of the shares of stock or other interests entitled to vote in the election of directors or comparable Persons performing similar functions (excluding shares or other interests entitled to vote only upon the failure to pay dividends thereon or other contingencies) or (y) more than a 50% interest in the profits or capital of such Person are at the time owned or controlled directly or indirectly by the Subject Person or through one or more Subsidiaries of the Subject Person or by the Subject Person and one or more Subsidiaries of the Subject Person, or (ii) any Person whose assets, or portions thereof, are consolidated with the net earnings of the Subject Person and are recorded on the books of the Subject Person for financial reporting purposes in accordance with GAAP.

" Tax " or " Taxes " means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

" Third Party Claim " has the meaning set forth in §8(d) below.

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§2.

Purchase and Sale of Purchased Shares .  

(a)

Basic Transaction .  On and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer, all of the Purchased Shares for the Purchase Consideration specified below in §2(b).

(b)

Purchase Consideration .  Buyer agrees to deliver a total cash consideration of One Dollar 0/100 ($1.00).

(c)

Closing .  The closing of the transaction contemplated by this Agreement (the " Closing ") shall take place at the offices of Ariel Way, Inc., in Vienna, Virginia, commencing at 10:00 a.m. local time on the third (3 ^rd ) business day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective Parties will take at the Closing itself) or such other date as Buyer and Seller may mutually determine in writing (the " Closing Date ").

(d)

Deliveries at Closing .  At the Closing, (i) Seller shall deliver to Buyer the various certificates, instruments, and documents referred to in §7(a) below, (ii) Buyer will deliver to Seller the various certificates, instruments, and documents referred to in §7(b) below, (iii) Seller will deliver to Buyer newly-issued stock certificates representing all of the Purchased Shares, and (iv) Buyer will deliver to Seller the Purchase Consideration specified in §2(b) above.

(e)    Right to Reverse Transaction . The Buyer shall have the sole right to reverse the entire transaction should YA Global Investments, LP (“YA Global”, f/k/a Cornell Capital Partners, LLP) and/or Montgomery Equity Partners, Ltd. act upon one or several conversion transactions of the Series A Convertible Preferred Shares currently held by them such that they in aggregate and collectively will hold 15% or more of then outstanding and issued shares of the Seller’s common stock.

§3.

Seller's Representations and Warranties .  Seller represents and warrants to Buyer that the statements contained in this §3 are correct and complete as of the date of this Agreement and will be correct and complete in all material respects as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this §3(a)), except as set forth in the Disclosure Schedule delivered by Seller to Buyer as attached hereto as Exhibit B, Annex I on and as of the date hereof (the " Disclosure Schedule ").

(a)

Organization, Qualification, and Corporate Power .  Seller is duly incorporated, validly existing, and in good standing under the laws of the State of Florida.  Seller is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required, except where the lack of such qualification would not have a Material Adverse Effect.  Seller has full corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.  §3(a) of the Disclosure Schedule lists the directors and officers of Seller.

             (b)          Authorization of Transaction.  Seller has corporate full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  This Agreement constitutes the valid, legal and binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions.  Seller is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for Seller to duly and fully perform its obligations as stipulated in this Agreement.  The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by all requisite corporate action of Seller. The Buyer is an Affiliate under Stockholders Agreement §1.1 definition of “ Affiliate ”, a specified Person means any other Person which, directly or indirectly, controls, is controlled by or is under common control with such specified Person. Stockholders Agreement §3.2(a) Exempt Transfers states, related to Restriction on Transfer; Exempt Transfers, “that notwithstanding the foregoing or anything to the contrary in this Stockholder Agreement, the provisions of Sections 4 (Right of First Refusal) and 6 (Right of Co-Sale) shall not apply in the case of the Investor, to any Transfer (i) to an Affiliate of such Investor, (ii) to a designated person or (iii) made prior to the first anniversary of this Agreement provided such Transfer pursuant to this clause (iii) is not a Take-Along Sale (as defined in Section 5.1).”

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(c)

Non-contravention .  Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of Seller's charter, bylaws, or other governing documents, (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any material agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which any of its assets is subject, or (C) result in the imposition or creation of a Lien upon or with respect to Purchased Shares.

(d)

Capitalization .  The entire authorized capital stock of dbsXmedia consists of two thousand five hundred (2,500) shares of dbsXmedia Common Stock out of which two thousand five hundred (2,500) shares are issued and outstanding. All of the issued and outstanding shares of dbsXmedia Common Stock as aforesaid have been duly authorized, are validly issued, fully paid, and non-assessable, and are owned of record by such Persons and in such amounts as listed in §3(d) of the Disclosure Schedule.  There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments (other than this Agreement) that could require dbsXmedia to issue, sell, or otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to any capital stock of dbsXmedia. Section 3(d) of the Disclosure Schedule sets forth true, correct, and complete copies of the unaudited balance sheet, and the related profit and loss statement for the dbsXmedia and each Subsidiary, on a consolidated basis, as and at February 21, 2008 (the  "dbsXmedia Financial Statements").  The dbsXmedia Financial Statements (i) have been prepared from, and are consistent with, the books and records of the dbsXmedia and each respective Subsidiary; (ii) are accurate and complete in all material respects; and (iii) fairly present, in all material respects, the financial condition and results of operations of the dbsXmedia and its Subsidiaries, on a consolidated basis, as at the dates, and for the periods, stated therein.  The financial books and records of the dbsXmedia and each of its Subsidiaries are maintained in accordance with sound business practices and applicable legal requirements.

(e)

Subsidiaries and Equity Investments .  Except for dbsXmedia, Ltd. and as set forth in §3(e) of the Disclosure Schedule, dbsXmedia does not have or maintain any direct or indirect subsidiaries, nor does dbsXmedia otherwise own or have any right or commitment to acquire, directly or indirectly, any outstanding capital stock of, or other equity interests in, any Person.

(f)

No Material Adverse Change; Subsequent Events . Except as set forth in §3(f) of the Disclosure Schedule, since the date of dbsXmedia's original incorporation in Delaware on February 4, 2005, has there occurred or existed any Material Adverse Change.  Without limiting the generality of the foregoing, at no time since such date has dbsXmedia or any of its Affiliates engaged in any practice, taken any action, or entered into any transaction outside the Ordinary Course of Business the primary purpose or effect of which has been to decrease, deplete or impair the value of any of its assets, businesses or prospects in any material respect.  

(g)

Legal Compliance .  Except as set forth in §3(g) of the Disclosure Schedule, to the Knowledge of Seller, dbsXmedia has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where the failure to comply would not have a Material Adverse Effect.

(h)

Litigation .  §3(h) of the Disclosure Schedule sets forth each instance in which dbsXmedia (i) is subject to any outstanding injunction, judgment, order, decree, ruling, or charge or (ii) is a party to any action, suit, proceeding, hearing, or investigation of, in, or before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction, except where the injunction, judgment, order, decree, ruling, action, suit, proceeding, hearing, or investigation would not have a Material Adverse Effect.

(i)

Certain Business Relationships with Affiliates.  Except as set forth in §3(i) of the Disclosure Schedule, no Affiliate, director or officer of dbsXmedia has been involved in any material business arrangement or relationship with Seller within the past 12 months nor owns any material asset, tangible or intangible, that is used in the business of dbsXmedia.

(j)

Brokers' Fees .  Neither Seller nor any of its Affiliates has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

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(k)

Purchased Shares.  Upon Buyer's delive