Effective March 18, 2008, we entered into a binding letter of intent with FTS Group, Inc. and OTG Technologies Group, Inc., a Florida corporation and wholly-owned subsidiary of FTS Group, Inc. (together, "FTS"), whereby FTS agreed to purchase certain assets of our value-added reseller business unit, dba On The Go Technologies Group, including its goodwill and intellectual property, and in addition, FTS agreed to assume On The Go Technologies Group's trade contracts beginning March 18, 2008. In exchange for the foregoing, FTS agreed to pay us US$4,000,000. The $4,000,000 purchase price will be comprised of a promissory note and the assumption of our vendor debt in the amounts of $1,100,000 and $2,900,000, respectively, subject to adjustment based on a final determination of vendor debt outstanding on the effective date.

The promissory note will have a face value of $1,100,000, subject to adjustment, and will be payable to us in cash payments of $150,000 on the first of each month, beginning April 1, 2008, until paid in full. We may, at our sole option, extend the first payment due date in writing. If FTS does not make a scheduled payment on the promissory note within three business days after a payment due date, it will be in default on the promissory note and we may, at our sole option, convert any unpaid principal that would have been due into shares of FTS Group's restricted common stock. The conversion rate is 95% of the lowest closing best bid prices of FTS Group's common stock on the three trading days prior to our delivery of a notice of conversion.

If after 180 calendar days following the issuance of common stock pursuant the default provisions of the promissory note, the value of the common stock is less than the amount of principal converted, and we still hold the common stock, then, FTS will, within ten business days following the 180th day, pay us in cash or common stock, in its discretion, the amount by which such value falls short of the principal amount converted.