8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) December 2, 2008

Lateral Media, Inc.

(Exact name of registrant as specified in its charter)

Delaware	333-136806	98-0539032
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

2121 Avenue of the Stars, Suite 2550

Los Angeles, CA 90067

(Address of principal executive

offices including zip code)

(310) 601-2500

(Registrant’s telephone number,

including area code)

Asianada, Inc.

(Former name or former address, if changed since last report)

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On December 2, 2008, Lateral Media, Inc. (formerly known as Asianada, Inc., the “Company”) entered into an asset purchase agreement (the “Purchase Agreement”) with Grupo Grandioso, LLC (the “Seller”) and Jeffrey Schwartz, the managing member of the Seller, pursuant to which the Company acquired a portfolio of a variety of website domain names, including some relating to the auto industry such as AutoSuperSaver.com and LuxuryCarSpot.com, from the Seller (the “Assets”). In consideration for the Assets, the Company issued to the Seller a warrant to purchase 1,800,000 shares of the Company’s common stock at an exercise price of $1.25 per share (the “Warrant”), and an unsecured contingent promissory note with an initial principal balance of $1,000,000 (the “Note”).

The Warrant has a term of five years. The shares of common stock underlying the Warrant are subject to a two year lock-up period, commencing upon issuance following exercise of the Warrant, during which time they cannot be sold or otherwise transferred without the prior written consent of the Company. The Warrant also contains piggy-back registration rights such that in the event the Company determines to register any shares of its common stock, other than on Form S-8, the holder shall have the right to register, subject to certain limitations, the resale of the shares of common stock underlying the Warrant pursuant to such registration statement. The Note bears an interest rate of six percent per annum. The payments on the Note, payable in 36 equal monthly installments, are contingent upon there being sufficient cash flow of the Company during each monthly period, as determined in accordance with the Note. The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement, the Warrant and the Note, copies of each of which are attached hereto as Exhibits 10.1, 4.1 and 10.2 respectively, and incorporated by reference herein.

On December 2, 2008, the Company entered into an employment agreement with Jeffrey Schwartz (the “Employment Agreement”), pursuant to which Mr. Schwartz became Chairman of the Board of Directors (the “Board”) and Chief Executive Officer of the Company. Mr. Schwartz’s employment will be for a term of three years at a base salary of $250,000 per year. The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is attached hereto as Exhibit 10.3, and incorporated by reference herein.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information with respect to the Note contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein and made a part hereof.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

The information with respect to the Warrant contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein and made a part hereof. The Warrant was issued pursuant to the exemption from registration permitted under Section 4(2) of the Securities Act of 1933, as amended.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On December 2, 2008, Robert S. Ellin resigned as Chairman of the Board and Chief Executive Officer of the Company, effective immediately, in order for the Company to appoint Jeffrey Schwartz as Chairman and Chief Executive Officer, as described below. Mr. Ellin will continue to serve as a director of the Company.

On December 2, 2008, the Company increased the size of its Board to four members and appointed Jeffrey Schwartz as Chairman of the Board and Chief Executive Officer of the Company.

Mr. Schwartz served as President and Chief Executive Officer of Autobytel, Inc. from December 2001 to April 2005, and as its Vice Chairman from April 2005 to April 2006, where he created a leading online automotive marketing services company, with a market capitalization exceeding $500 million, and having over 25,000 participating dealer franchises and operations in the U.S., Europe and Asia. Prior to joining Autobytel, Mr. Schwartz was President and Chief Executive Officer and a director of Autoweb.com, Inc. from November 2000 to August 2001. He previously served as Autoweb’s Vice President, Strategic Development from October 1999 to November 2000. From 1995 to October 1999, Mr. Schwartz held various positions at The Walt Disney Company, including Corporate Vice President with responsibilities in corporate alliance business development.  In 2006, Mr. Schwartz founded and was chairman of AutoCentro, an automotive retail network focused on the Hispanic market, and most recently, from June 2007 to present, Mr. Schwartz was founder and managing partner of Vertical Passion Media, LLC, a creator of web publishing and advertising properties.  Mr. Schwartz received Bachelor of Arts, Master of Arts, and Ph.D. degrees in Political Science from the University of Southern California.  Mr. Schwartz serves as a director of U.S. Auto Parts Network, Inc., a leading automotive ecommerce company listed on Nasdaq, and New Motion, Inc., a leading online marking services company also listed on Nasdaq.

There are no arrangements or understandings between Mr. Schwartz and any other person pursuant to which he was appointed as Chairman of the Board and Chief Executive Officer of the Company. Mr. Schwartz has not previously held any positions in the Company, and does not have family relations with any directors or executive officers of the Company. The information with respect to the Employment Agreement contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein and made a part hereof.

Mr. Schwartz is the managing member of Grupo Grandioso. The information with respect to the Company’s acquisition of the Assets contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein and made a part hereof. Other than as set forth in Item 1.01, there are no transactions to which the Company is a party and in which Mr. Schwartz has a material interest that are required to be disclosed under Item 404(a), as modified by Item 404(d)(1) of Regulation S-K.

On December 2, 2008, the Company amended its 2007 Employee, Director and Consultant Stock Plan (the “Plan”) to increase the number of shares of its common stock that may be issued under the Plan to 4,000,000 shares. All other terms of the Plan remain in full force and effect. A copy of the amendment to the Plan is attached hereto as Exhibit 10.4 and incorporated herein by reference.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

In connection with changing its name from Asianada, Inc. to Lateral Media, Inc., the Company filed a certificate of ownership and merger, effective as of December 4, 2008, with the Secretary of State of the State of Delaware, thereby (i) effecting the merger into it of its wholly-owned subsidiary Lateral Media, Inc., and (ii) changing its name from Asianada, Inc. to Lateral Media, Inc. The certificate of ownership and merger served as an amendment to the Company’s certificate of incorporation. The filing of the certificate of ownership and merger was approved by the Board on December 4, 2008. In connection with its name change, the Company has applied for a new trading symbol on the OTC Bulletin Board. A copy of the certificate of ownership and merger is attached hereto as Exhibit 3.1 and incorporated herein by reference.

ITEM 8.01 OTHER EVENTS.

On December 8, 2008, the Company issued a press release announcing its name change and the appointment of Jeffrey Schwartz as Chairman of the Board and Chief Executive Officer of the Company, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(d) Exhibits:

Exhibit	Description
3.1	Certificate of Ownership and Merger, filed with the Secretary of State of the State of Delaware on December 4, 2008.
4.1	Warrant, issued to Grupo Grandioso, dated as of December 2, 2008.
10.1	Asset Purchase Agreement, by and among Lateral Media, Inc. (f/k/a Asianada, Inc.), Grupo Grandioso, LLC and Jeffrey Schwartz, dated as of December 2, 2008.
10.2	Promissory Note, issued to Grupo Grandioso, LLC, dated as of December 2, 2008.
10.3	Employment Agreement, by and between Lateral Media, Inc. and Jeffrey Schwartz, dated as of December 2, 2008.
10.4	Amendment to 2007 Employee, Director and Consultant Stock Plan.
99.1	Press Release, dated December 8, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 8, 2008
	LATERAL MEDIA, INC.
	By:	/s/ Charles Bentz
	Name:	Charles Bentz
	Title:	Chief Financial Officer

EX-3.1

EX-4.1

EX-10.1

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the "Agreement") is executed as of December 2, 2008, by and among GRUPO GRANDIOSO, LLC, a limited liability company organized in California ("Seller"), Jeffrey Alan Schwartz, the managing member of Seller ("JAS"), and ASIANADA, INC., a Delaware corporation ("Buyer") (collectively, the "Parties").

RECITALS

WHEREAS, the Seller is the owner and operator of various sites currently accessible at the information resource locations set forth on Schedule 1B attached hereto (the “Sites”) on the World Wide Web (as defined below) part of the Internet and certain software programs related to the operation of such Sites as more particularly described herein; and

WHEREAS, the Seller has the current registrations with eNom, Inc. (“eNom”) to the domain names of the Sites reflected on Schedule 1B attached hereto (the “Domain Names”); and

WHEREAS, the Seller desires to sell and the Buyer desires to purchase the Purchased Assets (as defined below) and Seller desires to transfer its rights to the Purchased Assets to the Buyer and Buyer desires to acquire such rights from Seller upon the terms and conditions set forth herein; and

WHEREAS, in order to induce Buyer to purchase such assets, properties and rights of Seller, JAS, who has served as the principal manager of Seller and who will receive a direct, tangible and material benefit from the transactions contemplated by this Agreement by virtue of the fact that JAS, and/or a revocable trust established by JAS for the benefit of his family, owns all of the issued and outstanding membership or other equity interests of Seller, and is willing to be party to this Agreement as set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the Parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

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

"Accounts Receivable" shall mean the amounts owing to Seller as of the Closing Date for goods sold or services provided prior to Closing, whether or not Seller has submitted an invoice for such goods or services, or for goods to be sold or services to be provided after the Closing for which Seller has submitted an invoice.

"Assumed Liabilities" shall mean only the duties, liabilities or obligations of Seller, if any, arising after the Closing Date in connection with the items identified on Schedule 1A, except as otherwise noted on Schedule 1A, and shall specifically exclude, among other things, (i) any liabilities for employment, income, sales, property or other Taxes incurred or accrued by Seller or JAS, including without limitation as a result of this transaction; (ii) any fees or expenses incurred by Seller or JAS in connection with this transaction; (iii) any liabilities for sums borrowed from banks or other Persons (other than term notes for trade payables), including any interest thereon or expenses related thereto; (iv) any debt, payables or other liabilities to Related Persons other than as set forth on Schedule 1A; (v) any liabilities related to any employee benefit plan, including, without limitation, any 401(k), profit sharing or pension plan, whether or not sponsored by Seller; and (vi) any litigation pending against Seller.

"Closing" shall mean the consummation of the purchase and sale transaction described herein.

"Closing Date" shall mean the date on which the Closing occurs, as specified in Section 2.4.

"Customer List" shall mean the list of the names and addresses of the customers of the Seller.

"Governmental Entity" shall mean any court, administrative agency, commission, state, municipality or other governmental authority or instrumentality, domestic or foreign, national or international.

"Liens" shall mean, with respect to the Purchased Assets, all liabilities, claims, liens, charges, pledges, security interests, options, restrictions or other encumbrances of any kind.

"Material Adverse Effect" shall mean a material adverse effect on the results of operations, financial condition or prospects of the Seller or the Purchased Assets.

"Person" shall be construed broadly and shall include an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Entity (or any department, agency or political subdivision thereof).

"Purchased Assets" shall mean the Domain Names and all of the other assets, if any, identified on Schedule 1B, including, but not limited to (i) the Vendor List; (ii) all uniform resource locators associated with the Domain Names of the Seller, including, without limitation, the Sites together with all content of such Sites; (iii) all right, title and interest of Seller in and to all intellectual property rights relating to the Purchased Assets, including without limitation patents, patent applications, patent rights, trademarks, trademark applications, trade names, service marks, service mark applications, copyrights, copyright applications, franchises, licenses, databases, domain names, pages on the World Wide Web, computer programs and other computer software, including the software program further described on Schedule 1B (the “Software Program”), secrets, customer lists, proprietary technology, processes and formulae, source code, object code, algorithms, architecture, structure, display screens, layouts, development tools, instructions, templates, marketing materials, inventions, trade dress, logos and designs, and all documentation and all media constituting, describing or relating to the foregoing including but not limited to recommended product features; (iii) all books, payment records; accounts; correspondence; production records; technical, accounting and procedural manuals; development and design data; and other useful business records utilized in the conduct of or relating to the Purchased Assets (collectively “Records”).

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"Related Person" shall mean any officer, director, manager, member, employee or consultant of Seller, or any holder of five percent (5%) or more of any class of capital stock of Seller, or any member of the immediate family of any such officer, director, manager, member employee, consultant, owner or shareholder, or any entity controlled by any such officer, director, manager, member, employee, consultant, owner or shareholder, or a member of the immediate family of any such officer, director, manager, member, employee, consultant, owner or shareholder.

"Taxes" (or "Tax" where the context requires) shall mean all federal, state, county, city, local, foreign and other taxes (including, without limitation, premium, excise, value added, sales, use, occupancy, gross receipts, franchise, ad valorem, severance, capital levy, production, transfer, withholding, employment, unemployment compensation, payroll-related and property taxes, import duties and other governmental charges and assessments), whether or not measured in whole or in part by net income, including deficiencies, interest, additions to tax or interest or penalties with respect thereto.

“Vendor List” shall mean those vendors set forth on Schedule 1C.

“World Wide Web” means the specific part of the Internet that contains, among other things, documents written in HTML and from which a World Wide Web document can provide links to other documents on the Internet.

ARTICLE 2

SALE OF ASSETS; CLOSING

Section 2.1. Sale of Assets. At the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, free and clear of all Liens, good and marketable title to all of the Purchased Assets.

Section 2.2. Consideration. In addition to the assumption of the Assumed Liabilities, the aggregate consideration to be paid by Buyer to Seller at Closing will be (a) a warrant to purchase 1,800,000 shares of common stock of Buyer at an exercise price of $1.25 per share, which warrant shall be in substantially the form attached hereto as Exhibit A (the “Warrant”) and (b) an unsecured contingent promissory note of Seller, with an initial principal balance of $1,000,000, in substantially the form attached hereto as Exhibit B (the “Note”).

Section 2.3. Buyer's Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, and in further consideration of the transfer of the Purchased Assets, at the Closing Buyer shall assume only those duties, liabilities or obligations of Seller included in the Assumed Liabilities, if any.

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Section 2.4. Closing. The Closing shall take place (via facsimile, telephone, mail and other mutually acceptable means of communication and delivery) on the date hereof or at such other time and location as the Parties hereto shall agree in writing.

Section 2.5. Deliveries by Seller and JAS at Closing. At the Closing, Seller shall convey, transfer, assign and deliver to Buyer all of the Purchased Assets, including good and merchantable title to all personal property included therein, free and clear of all Liens. Seller and JAS shall deliver to Buyer:

(a)A certificate of Seller and JAS, dated as of the Closing Date, certifying in such detail as Buyer may specify to the fulfillment of the conditions specified in Section 6.1;

(b)Evidence of the assignment of the name “Recycler Publishing Network” to Buyer and documents sufficient to effectuate such change and to convey all rights in such name to Buyer;

(c)Bill of Sale in the form of Exhibit C, and such assignments and other instruments of transfer as may be reasonably satisfactory to Buyer's counsel, and with such consents to the conveyance, transfer and assignment thereof as may be necessary to effect the conveyance, transfer, assignment and delivery of the Purchased Assets and to vest in Buyer the title specified in this Section and to assure to Buyer the full benefit of the Purchased Assets, including without limitation:

(i)the transfer of all registered Intellectual Property rights (as the term Intellectual Property is defined in Section 3.12 hereof) and applications therefor,

(ii)the transfer of the Domain Names to the Buyer, by execution and delivery to the Buyer of an Assignment of Domain Names, Trademarks and Related Rights, substantially in the form attached hereto as Exhibit D, and any other documents necessary to facilitate the transfer of the Domain Names to the Buyer, and

(iii)the proper notification to eNom with respect to the transfer of the Domain Names to the Buyer, and delivery to the Buyer of evidence of eNom’s receipt of such notification;

(d)Assignment of the d/b/a Recycler Publishing Network;

(e)An employment agreement between JAS and Buyer, in the form attached hereto as Exhibit E (the “Employment Agreement”);

(f)Good Standing Certificates of recent date for Seller from the Secretary of State of the State of California; and

(g)The lock-up agreement referred to in Section 6.10 hereof.

Simultaneously with the delivery referred to in this Section, Seller and JAS shall take or cause to be taken all such actions as may reasonably be required to put Buyer in actual possession and operating control of the Purchased Assets.

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Section 2.6. Deliveries by Buyer at Closing. At the Closing, Buyer shall deliver to Seller:

(a)the Assumption Agreement in the form attached hereto as Exhibit F, fully executed by Buyer, pursuant to which Buyer assumes, as of the Closing Date, the future payment and performance of the Assumed Liabilities;

(b)the Warrant;

(c)the Note; and

(d)the Employment Agreement.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLER

AND JAS

Seller and JAS hereby jointly and severally represent and warrant to Buyer as follows:

Section 3.1. Organization and Power. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California. Seller has full power and authority to own its properties and conduct the business presently being conducted by it. Seller and JAS have full legal power, authority and capacity to execute this Agreement and to consummate the transactions contemplated by this Agreement.

Section 3.2. Authorization. The execution, delivery and performance of this Agreement by Seller have been duly authorized and approved by all requisite action on the part of its managers or Board of Directors, as applicable, and members. This Agreement constitutes the valid and binding obligation of Seller and JAS and is enforceable against Seller and JAS in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws relating to or limiting creditors' rights generally and by equitable principles.

Section 3.3. No Conflict. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and the compliance with the terms hereof will not, (a) violate any law, judgment, order, decree, statute, ordinance, rule or regulation applicable to Seller or JAS, or any permit, license or approval of any Governmental Entity, (b) conflict with any provision of Seller's articles of organization or operating agreement, (c) result in any violation of, and will not conflict with, or result in a breach of any terms of, or constitute a default under, any mortgage, instrument or agreement to which any of JAS or Seller is a party or by which Seller or any of the Purchased Assets is bound, or create any Lien upon any of the Purchased Assets, or (d) require any notice to, or consent, approval, order or authorization of, or the registration, declaration or filing with, any Governmental Entity or other third party, except as set forth on Schedule 3.3.

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Section 3.4. Title to Purchased Assets. Except as stated on Schedule 3.4, Seller has good, valid and marketable title to all of the Purchased Assets, free and clear of all Liens. No other party has any rights or claims to possession of any of the Purchased Assets. None of the Purchased Assets are subject to any option, contract, arrangement or understanding that would restrict Seller's ability to transfer the Purchased Assets to Buyer as contemplated herein. Seller has a valid registration with eNom to the Domain Name free and clear of any liens, claims or encumbrances and such registrations are in full force and effect. None of the Seller’s registration and use of the Domain Names has been disturbed or placed “on hold” by eNom and no claim (oral or written) has been asserted against the Seller adverse to its rights to such Domain Names.

Section 3.5. Condition of Purchased Assets. All of the Purchased Assets are in good operating condition and repair, ordinary wear and tear excepted, and in the state of maintenance, repair and operating condition required for the proper operation and use thereof.

Section 3.6. Litigation. There is no suit, action or proceeding pending against or affecting Seller or JAS or the employees of Seller relating to the Purchased Assets, or the transactions contemplated hereby, nor is there any such suit, action or proceeding threatened against Seller, JAS or any of the employees of Seller. Seller is not subject to any order of a Governmental Entity.

Section 3.7. Insurance. The Purchased Assets are insured for Seller's benefit and will continue to be so insured through the Closing, in amounts and against risks that are commercially reasonable.

Section 3.8. Brokers. There are no claims for brokerage commissions, finder's fees or similar compensation arising out of or due to any act of or on behalf of Seller or JAS in connection with the transactions contemplated by this Agreement.

Section 3.9. Compliance: Business Practices. Seller has all necessary licenses, permits and other approvals of Governmental Entities necessary to own and operate the Purchased Assets as now conducted, each of which is in good standing, and Seller has owned and operated the Purchased Assets and properly filed all necessary reports in accordance with applicable laws and regulations.

Section 3.10. Absence of Undisclosed Liabilities. Seller does not have any liabilities or obligations, either accrued, contingent or otherwise, which are not reflected in this Agreement or the Schedules hereto. All liabilities of Seller at the Closing Date are listed on Schedule 3.10 hereto.

Section 3.11. Pre-Bill. Seller has not pre-billed or received prepayment for products to be sold, services to be rendered, or expenses to be incurred subsequent to the Closing Date.

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Section 3.12. Intellectual Property. (a) Schedule 3.12 attached hereto contains a description of all U.S. and foreign patents, pending patent applications, trademarks, trademark registrations, pending applications for trademark registration, service marks, service mark registrations, pending applications for service mark registration, trade names, copyrights, pending copyright applications and any other intellectual property rights or licenses (collectively, the "Intellectual Property") owned or used by Seller in connection with the Purchased Assets. Schedule 3.12 separately discloses all Intellectual Property under license, all of which licenses are assignable to Buyer. No Intellectual Property rights not described on Schedule 3.12 are necessary in connection with the ownership or operation of the Purchased Assets. Seller owns the entire right, title and interest in and to, and has the exclusive perpetual royalty-free right to use, the Intellectual Property, free and clear of all Liens. There are no pending or, to the knowledge of Seller and JAS, threatened claims against Seller or JAS by any Person with respect to any of the items, or their use, listed on Schedule 3.12. No Person is infringing upon nor has any Person misappropriated the Intellectual Property and Seller is not infringing upon the Intellectual Property rights of any other Person.

(b)Seller employs procedures to maintain the proprietary nature of, and owns and has the unrestricted right to use all, trade secrets, including know-how, inventions, designs, processes, computer software and documentation for such software and technical data required for or incident to the development, manufacture, operation and sale of all products and services sold or proposed to be sold by Seller, free and clear of any Liens, including without limitation, all claims of current and former employees, consultants, officers, directors, owners and shareholders of Seller. Each employee and officer of Seller has executed an agreement with Seller regarding confidentiality and proprietary information. Seller and JAS, after reasonable investigation, are not aware that any of Seller’s employees are in violation thereof, and Seller and JAS will use their best efforts to prevent any such violation.

(c)Schedule 3.12 contains a complete and accurate list of all computer software owned by Seller (the "Owned Software"), and identifies all contracts and agreements pursuant to which computer programming services for Seller were performed. Seller has exclusive title to the Owned Software, free and clear of all claims, including claims or rights of employees, agents, consultants, customers, licensees or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software. The Owned Software is not dependent on any Licensed Software (as defined in paragraph (d) below) in order to fully operate in the manner in which it is intended. No Owned Software has been published or disclosed to any other parties, except pursuant to contracts requiring such other parties to keep the Owned Software confidential. No such other party has breached any such obligation of confidentiality.

(d)Schedule 3.12 contains a complete and accurate list of all software under which Seller is a licensee, lessee or otherwise has obtained the right to use such software (the "Licensed Software"). Schedule 3.12 also sets forth a list of all license fees, rents, royalties or other charges that Seller is required or obligated to pay with respect to the Licensed Software. Seller is in full compliance with all provisions of any license, lease or other similar agreement pursuant to which it has rights to use the Licensed Software. None of the Licensed Software has been incorporated into or made a part of any Owned Software or any other Licensed Software. Seller has not published or disclosed any Licensed Software to any other party.

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(e)The Owned Software and Licensed Software constitute all software currently used in or necessary for the ownership and operation of the Purchased Assets (the "Seller Software"). The transactions contemplated herein will not cause a breach or default under any licenses, leases or similar agreements relating to the Seller Software or impair Buyer's ability to use the Seller Software in the same manner as such computer software is currently used by Seller. Seller is not infringing any intellectual property rights of any other Person with respect to the Seller Software, and no other Person is infringing any intellectual property rights of Seller with respect to the Seller Software or is claiming any right, title or interest in the Seller Software or any infringement by Seller of any intellectual property right which such other Person may possess.

(f)Seller has not taken or failed to take any actions under the law of any applicable foreign jurisdictions where Seller has marketed or licensed the Seller Software that would restrict or limit the ability of Seller to protect, or prevent it from protecting, its ownership interests in, confidentiality rights of, and rights to market, license, modify or enhance, the Seller Software.

Section 3.13. Contracts. Schedule 3.13 lists all of the contracts, leases, arrangements and understandings including, without limitation, sales orders, purchase orders and distribution agreements, which relate to the Purchased Assets (the "Contracts"), each of which was entered into, arrived at or conducted on behalf of Seller with appropriate authority and in accordance with Seller's customary practices. None of the sales orders has been pre-billed to, or prepaid by, the customer, except in the ordinary course of business and consistent with Seller's past practices, nor does any sales order contain or entitle the customer to any discount, credit, rebate or allowance of any kind or nature that reflects prepayment made by a customer. Neither Seller nor the other parties to such Contracts, arrangements and understandings are in default thereof and all Contracts are valid and in effect. Neither Seller nor JAS has received notice of default under any Contract, and neither Seller nor JAS know of any event that has occurred or that is expected to occur which (after notice and lapse of time or both) would become a breach or default under, or otherwise permit unilateral modification, cancellation, acceleration or termination of any such Contract. No customer, supplier or vendor of Seller has given any notice or made any threat or otherwise revealed an intent to cancel or otherwise terminate its relationship with Seller, to materially and adversely change the relationship, to substantially reduce the volume of business it currently does with Seller or to refuse to renew any Contract when it expires.

Section 3.14. Labor. Seller has no employees and, except as set forth on Schedule 3.14, Seller is not, and, as of the Closing Date will not be, a party to any employment or consulting agreement or to any collective bargaining agreement.

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Section 3.15. Taxes.

(a)Seller has prepared and filed all federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to Seller or the Purchased Assets which Seller is required to file on or before the Closing and such Returns were true and accurate and were completed in accordance with applicable law when filed.

(b)Seller has (i) paid all Taxes it is required to pay and (ii) withheld with respect to its employees all federal and state income taxes, FICA, FUTA and other Taxes required to be withheld.

(c)Seller has not been delinquent in the payment of any Tax nor is there any Tax deficiency outstanding, proposed or assessed against Seller.

(d)No audit or other examination of any Return of Seller is presently in progress, nor has Seller been notified of any request for such an audit or other examination.

(e)Seller does not have any liabilities for unpaid Taxes whether asserted or unasserted, contingent or otherwise, and neither Seller nor JAS has any knowledge of any basis for the assertion of any such liability attributable to Seller or the Purchased Assets.

(f)There are (and as of immediately following the Closing there will be) no Liens on the Purchased Assets relating to or attributable to Taxes.

(g)The transactions contemplated herein are not subject to the tax withholding provisions of Code Section 3406 or Subchapter A of Chapter 3 of the Code or any other provision of law.

(h)Seller has not made any payments, is not obligated to make any payments, and is not a party to any agreement that could obligate it to make any payments, that will not be fully deductible under Code Section 162(m) or 280G of the Code (or any similar provision of foreign, state or local law).

Section 3.16. Powers of Attorney. No Person has any power of attorney to act on behalf of Seller in connection with any of its properties or business affairs other than such powers to so act as normally pertain to the officers of Seller.

Section 3.17.Relationships with Related Persons. Neither Seller or JAS nor any Related Person of Seller or JAS has any interest in any property (whether real, personal, or mixed and whether tangible or intangible) used in or pertaining to the Purchased Assets. No Seller or JAS or any Related Person of Seller or JAS, is, or has owned (of record or as a beneficial owner) an equity interest or any other financial or profit interest in, a Person that has (a) had business dealings or a material financial interest in any transaction with the Seller or (b) engaged in competition with Seller with respect to any line of the products or services of Seller (a "Competing Business") in any market presently served by Seller, except for less than one percent (1%) of the outstanding capital stock of any Competing Business that is publicly traded on any recognized exchange or in the over-the-counter market. No Related Person of Seller or JAS is a party to any Contract.

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Section 3.18. Statements not Misleading. Seller and JAS have disclosed all facts, events or transactions which are material to the Purchased Assets. No representation or warranty of Seller or JAS or document furnished by Seller or JAS hereunder is false or inaccurate in any material respect or contains or will contain any untrue statement of a material fact or omits or will omit to state any fact necessary to make the statements contained herein or therein not misleading.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller, as of the Closing Date, as follows:

Section 4.1. Organization and Power of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has full corporate power and authority to own its properties and conduct the business presently being conducted by it, to execute this Agreement, and to consummate the transactions contemplated by this Agreement.

Section 4.2. Authorization. The execution, delivery and performance of this Agreement by Buyer have been duly authorized and approved by all requisite action on the part of Buyer, and this Agreement constitutes the valid and binding obligation of Buyer and is enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws relating to or limiting creditors' rights generally and by equitable principles.

Section 4.3. No Conflict. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and the compliance with the terms hereof will not, (a) violate any law, judgment, order, decree, statute, ordinance, rule or regulation applicable to Buyer, or any permit, license or approval of any Governmental Entity, (b) conflict with any provision of Buyer's certificate of incorporation or by-laws, (c) result in any violation of, and will not conflict with, or result in a breach of any terms of, or constitute a default under, any mortgage, instrument or agreement to which Buyer is a party or by which Buyer is bound, or (d) require any notice to, or consent, approval, order or authorization of, or the registration, declaration or filing with, any Governmental Entity or other third party, which, in the case of clause (c) or (d), would have a material adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreement.

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ARTICLE 5

COVENANTS

Section 5.1.Ownership of Purchased Assets. During the period from the date of this Agreement and continuing until the Closing, Seller and JAS agree (except as expressly provided in this Agreement or the Schedules hereto or to the extent that Buyer shall otherwise consent in writing) that:

(a)Seller shall not sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any of the Purchased Assets;

(b)Seller shall not enter into or assume any pledge or other title retention agreement, or permit any Lien to attach upon any of the Purchased Assets;

(c)Seller shall maintain and keep in good order and repair in a manner consistent with Seller's existing practice, subject to reasonable wear and tear, all of the Purchased Assets;

(d)Seller shall not solicit or accept advance payments from customers for services or goods which are to be performed or delivered by Buyer subsequent to the Closing Date, except in the ordinary course of business consistent with prior practices;

(e)Seller shall not enter into any contract, commitment or agreement which either individually or in the aggregate would have a Material Adverse Effect upon the Purchased Assets, or amend, modify adversely, cancel, rescind, revoke or terminate any of the contracts or agreements to be transferred to Buyer hereunder;

(f)Seller shall take no action that would or might result in any of its representations and warranties set forth in this Agreement becoming untrue (including the accuracy of the Schedules), any of the conditions to Closing set forth in Article 6 not being satisfied, or any of the Purchased Assets becoming materially less valuable;

(i)Seller shall comply with all laws, rules and regulations of any Governmental Entity applicable to the Purchased Assets, own and operate the Purchased Assets and shall maintain its good standing under all permits and licenses necessary to own and operate the Purchased Assets; and

(j)Seller shall promptly advise Buyer in writing of the occurrence of any matter or event that is material to the Purchased Assets, the Closing conditions or the representations and warranties in this Agreement.

Section 5.2.Access to Information. From and after the date of this Agreement until the Closing Date, Seller and JAS shall afford to Buyer and to Buyer's counsel, accountants and other authorized representatives, full access to the facilities, properties, contracts, books, records, key personnel, customers and suppliers of the Seller and shall allow them to examine and obtain copies of any and all documents pertaining or relating to the Purchased Assets and Assumed Liabilities in order that Buyer and its authorized representatives, in conducting the due diligence review, may have full opportunity to make such reasonable investigations as they shall desire to make of the affairs of Seller.

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Section 5.3. Further Assurances. Seller and JAS will provide such other information, and execute and deliver all such other and additional instruments, notices, releases, undertakings, consents and other documents, and will do all such other acts and things, as may be reasonably requested by Buyer as necessary to assure to Buyer all the rights and interests granted or intended to be granted under this Agreement. Seller and JAS shall take or shall cause to be taken such other reasonable actions as Buyer may require more effectively to transfer, convey and assign to, and vest in, Buyer, and put Buyer in possession of, the Purchased Assets as contemplated by this Agreement. In the event that any of the Purchased Assets cannot be fully and effectively transferred to Buyer without the consent of a third party or parties, and if at the Closing Buyer shall have waived its right to receive at the Closing such consent, Seller and JAS shall thereafter be obligated to use their best efforts to assure to Buyer the benefits of such contract, commitment, other arrangement or other Purchased Asset.

Section 5.4. Passage of Title and Risk of Loss. Legal title, equitable title, and risk of loss with respect to the property and rights to be transferred hereunder shall not pass to Buyer until the property or right is transferred at the Closing and possession thereof is delivered to Buyer.

Section 5.5. Transfer of Goodwill and Purchased Assets. From and after the Closing Date, Seller and JAS shall, when requested to do so by Buyer, provide reasonable good faith assistance to effectuate a smooth transfer of the Purchased Assets to Buyer.

Section 5.6. Expenses; Transfer Taxes. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expense. Any sales, use, franchise, conveyance or other transfer Tax which becomes payable by any of the parties to this Agreement as a result of the conveyance and transfer from Seller to Buyer of the Purchased Assets or otherwise as a result of the transactions contemplated hereby and any other transfer or documentary Taxes or any filing or recording fees applicable to such conveyance and transfer shall be paid by Seller and JAS, and Seller and JAS shall promptly provide Buyer with proof of payment of such Taxes.

Section 5.7. Covenants not to Compete.

(a)Non-Competition. For the Non-Compete Period (as that term is defined below), within the territories in which Buyer conducts its business at Closing (the "Territory"), neither Seller nor JAS shall, directly or indirectly, engage in competition with Buyer or an affiliate thereof, in any manner or capacity (e.g., as an advisor, principal, agent, partner, member, officer, director, stockholder, employee, member of any association, or otherwise), in any business relating to the Purchased Assets to be conducted by Buyer or any other business associated therewith and conducted by Buyer during the Non-Compete Period (together, the "Competitive Activities"), including the design, development, manufacture, distribution, marketing, leasing or selling of products, services or systems which are competitive with the products, services or systems being sold, marketed or produced by, or which are under development by, Buyer or an affiliate thereof at the time of the Closing or during the Non-Compete Period. Neither Seller nor JAS shall own, participate in the ownership of, lend money, guarantee loans, make gifts of money or other property, or otherwise lend financial or other assistance in any form to any Person, firm, association, partnership, venture, corporation or other business entity which is engaged in, or will within the Non-Compete Period engage in, any of the activities prohibited by this Section 5.7.

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(b)Limitation on Covenant. Ownership by Seller or JAS, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation listed on a national securities exchange or publicly traded in the over-the-counter market shall not constitute a breach of this Section 5.7.

(c)Employees. During the Non-Compete Period, neither Seller nor JAS shall, either on its, his or her own account or in conjunction with or on behalf of any other Person, firm or company, employ, solicit, entice away or attempt to employ, solicit or entice away from Buyer any person who at the date hereof is, or at the date of or within the year preceding such employment, solicitation, enticement or attempt shall have been, an officer, manager, consultant or employee of Buyer.

(d)Confidentiality. Neither Seller nor JAS will at any time hereafter make use of or disclose or divulge to any Person (other than to officers or employees of Buyer whose province it is to know the same) any information (other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction) relating to Buyer or the Purchased Assets, the identity of the customers and suppliers of Buyer, or the products, finances, contractual arrangements, business or methods of business of Buyer and shall use his, her or its best endeavors to prevent the publication or disclosure of any such information. Seller and JAS acknowledge that many of the Purchased Assets are trade secrets which Buyer has purchased and which Seller and JAS are forever restricted from using or disclosing. If, in connection with the business or affairs of Seller, Seller or JAS shall have obtained trade secrets or other confidential information belonging to any third party under an agreement which contained restrictions on disclosure by Seller or JAS, Seller or JAS, as the case may be, will not at any time infringe such restrictions.

(e)Injunctive Relief. Seller and JAS acknowledge that any violation of any provision of this Section 5.7 will cause irreparable harm to Buyer, that damages for such harm will be incapable of precise measurement and that, as a result, Buyer will not have an adequate remedy at law to redress the harm caused by such violations. Therefore, in the event of a violation of Section 5.7 by Seller or JAS, Seller and JAS agree that, in addition to its other remedies, Buyer shall be entitled, without the necessity of either proof of actual damage or the posting of a bond, to injunctive relief, including but not limited to an immediate temporary injunction, temporary restraining order and/or preliminary or permanent injunction to restrain or enjoin any such violation.

(f)Severability. The Parties understand and agree that the covenant set forth in this Section 5.7 shall be construed as a series of separate covenants not to compete, one covenant for each country, state and province within the Territory, one for each separate line of the Competitive Activities, and one for each month of the non-competition period. Should any clause, portion or paragraph of this Section 5.7 be unenforceable or invalid for any reason, such unenforceability or invalidity shall not affect the enforceability or validity of the remainder of this Section 5.7. Should any particular covenant or restriction, including but not limited to the covenants and restrictions of Section 5.7(a), 5.7(c) and 5.7(d), be held to be unreasonable or unenforceable for any reason, including without limitation the time period, geographical area and scope of activity covered by such covenant, then a court may modify any such covenant or restriction in order to give it effect and allow it to be enforced to the greatest extent that would be reasonable and enforceable.

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(g)Acknowledgment. Seller and JAS acknowledge that this covenant not to compete is a mandatory condition precedent to the Closing of the transactions contemplated by this Agreement, and that, in the absence of the preceding covenant not to compete, Buyer would not have consented to the Closing.

(h)Non-Compete Period.

(i)The Non-Compete Period for Seller shall be two (2) years after the Closing Date or, if ordered by a court of competent jurisdiction, one of the periods of time listed in clause (iii).

(ii)The Non-Compete Period for JAS shall be the longer of two (2) years from the Closing Date or two (2) years following termination of employment with Buyer or an affiliate thereof, or, if ordered by a court of competent jurisdiction, one of the periods of time listed in clause (iii).

(iii)If ordered by a court of competent jurisdiction, the Non-Compete Period for Seller or JAS shall be one of the following periods of time:

(A)two (2) years from the Closing Date;

(B)one (1) year and six (6) months from the Closing Date;

(C)one (1) year from the Closing Date; or

(D)six (6) months from the Closing Date.

Notwithstanding anything in this Section 5.7 to the contrary, in the event that the conditions for payment under the Note have been met and the Buyer fails to make any required payments under the Note when due, pursuant to the terms and subject to the conditions of the Note, then the Buyer shall be deemed to have automatically waived in full any non-competition and non-solicitation restrictions imposed on Seller and JAS pursuant to this Agreement.

Section 5.8. Consent of Third Parties. Seller and JAS shall obtain, as soon as practicable after the date hereof, but in any event prior to the Closing Date, the consent in writing of all necessary Persons to the transactions contemplated by this Agreement and/or such amendments or modifications of such documents as may be required in order that the transfer of the Purchased Assets hereunder will not result in the termination of, or any default under, any contracts, agreements, obligations, leases, permits or licenses.

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Section 5.9. Use of Name " Recycler Publishing Network." From and after the Closing Date, Seller shall cease to use the name "Recycler Publishing Network" or any similar name without the prior written consent of Buyer.

Section 5.10. No Contemporaneous Negotiations. Pending the Closing, neither Seller nor JAS shall discuss or negotiate with any other Person or entertain or consider any inquiries or proposals relating to the possible disposition of the Purchased Assets or sale or merger of Seller or any other transaction that would cause a change of control of Seller. Seller and JAS will promptly notify Buyer of any inquiry or proposal received by Seller or JAS, including information as to the identity of the parties making such inquiry or proposal and the specified terms of such inquiry or proposal, as the case may be.

Section 5.11. Taxes.

(a)Continuing Obligation. Seller and JAS shall be responsible for and pay when due all of Seller's Taxes attributable to, levied or imposed upon or incurred in connection with the Purchased Assets or the Seller relating or pertaining to the period (or that portion of any period) ending on or prior to the Closing Date. Seller and JAS shall continue to timely file within the time period for filing, or any extension granted with respect thereto, all of Seller's Tax Returns required to be filed in connection with the Purchased Assets and such Tax Returns shall be true and correct and completed in accordance with applicable laws. Seller shall provide Buyer with copies of such Tax Returns for its review and comment at least five (5) business days before such Tax Returns must be filed.

(b)Status at Closing. At Closing, Seller shall have (i) paid all Taxes it is required to pay as of such time, and (ii) withheld with respect to its employees all federal and state income taxes, FICA, FUTA and other Taxes required to be withheld as of such time, if any.

(c)Tax Elections. No new elections with respect to Taxes, or any changes in current elections with respect to Taxes, affecting the Purchased Assets shall be made after the date of this Agreement without the prior written consent of Buyer.

(d)Nonforeign Affidavit. Seller shall furnish Buyer with an affidavit, stating, under penalty of perjury, the transferor’s United States taxpayer identification number and that the transferor is not a foreign person pursuant to Section 1445(b)(2) of the Code.

(e)Cooperation and Records Retention. Seller and Buyer shall each (i) provide the other with such assistance as may reasonably be requested by any of them in connection with the preparation of any Return, audit or other examination by any taxing authority or judicial or administrative proceeding relating to liability for Taxes, (ii) retain and provide the other with any records or other information which may be relevant to such Return, audit or examination, proceeding or determination, and (iii) provide the other with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Return of the other for any period. Without limiting the generality of the foregoing, Buyer and Seller shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Returns, supporting work schedules and other records or information which may be relevant to such Returns for all tax periods or portions thereof ending before or including the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other party with a reasonable opportunity to review and copy the same.

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ARTICLE 6

CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS

All obligations of Buyer under this Agreement are subject to the fulfillment, prior to or at the Closing Date, of each of the following conditions:

Section 6.1. Representations and Warranties Accurate. All representations and warranties of Seller and JAS contained in this Agreement shall have been true when made and shall be true at and as of the Closing Date, except as otherwise specifically contemplated by this Agreement. Seller and JAS shall have complied with all covenants and conditions required to be performed or complied with by them prior to or at the Closing Date. Seller and JAS shall furnish Buyer with an appropriate certificate to the foregoing effect as of the Closing Date.

Section 6.2. Litigation Affecting Closing. No action, suit or proceeding shall be pending or threatened by or before any court or Governmental Entity in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby.

Section 6.3. Instruments of Sale, Etc. Seller shall have executed and delivered to Buyer such instruments of sale, conveyance, transfer and assignment satisfactory to counsel for Buyer as are necessary or desirable to vest in Buyer title to all of the Purchased Assets or to confirm the status of title to the Purchased Assets, including, without limitation, documents sufficient to effectuate the change in Seller's corporate name as required by Section 2.5(b) and the assignment of the Purchased Assets listed in Section 2.5(c).

Section 6.4. Consents. All authorizations, approvals, permits or consents of any Governmental Entity or third Person necessary for the consummation of the transactions contemplated by this Agreement shall have been duly obtained by Seller and JAS in writing, shall be effective on the Closing Date, and shall have been delivered to Buyer.

Section 6.5. No Material Adverse Effect. There shall not have occurred any event listed in Section 3.16 that would have a Material Adverse Effect on the Purchased Assets or the Assumed Liabilities.

Section 6.6. Deliveries at Closing. Seller and JAS shall have delivered to Buyer, fully executed by all applicable parties, each of the items specified in Section 2.5 of this Agreement.

Section 6.7. Update of Schedules. Seller and JAS shall have updated all of the Schedules hereto as of the Closing Date.

Section 6.8. Approval by Board of Buyer. The Board of Directors of Buyer shall have approved this Agreement and the transactions contemplated hereby.

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Section 6.9.Due Diligence. Buyer shall be satisfied with the results of its due diligence investigation of Seller, the Purchased Assets and the Assumed Liabilities.

Section 6.10.Lock-Up Agreement. Buyer shall have received an executed lock-up agreement from the Seller and JAS, to the effect that for a period of three years following the Closing, neither Seller nor JAS shall, without the written consent of Seller, sell, transfer, grant an option to, make a gift of or otherwise dispose of the Warrant or any of the shares of Buyer common stock acquired in connection with the exercise of the Warrant or make any short sale of such Buyer common stock.

ARTICLE 7

CONDITIONS PRECEDENT TO SELLER'S

AND JAS’S OBLIGATIONS

All obligations of Seller and JAS under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions:

Section 7.1. Representations and Warranties Accurate. All representations and warranties of Buyer contained in this Agreement shall have been true when made and shall be true in all material respects at and as of the Closing Date, except as otherwise specifically contemplated by this Agreement. Buyer shall have performed and complied in all material respects with all covenants and conditions required to be performed or complied with by it prior to or at the Closing Date.

Section 7.2. Litigation Affecting Closing. No action, suit or proceeding shall be pending or threatened by or before any court or Governmental Entity in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby.

Section 7.3. Deliveries at Closing. Buyer shall have delivered to Seller or JAS, as applicable, fully executed by Buyer, each of the items specified in Section 2.6 of this Agreement.

ARTICLE 8

TERMINATION

Section 8.1. Termination Events. This Agreement may be terminated by written notice on or before the Closing Date:

(a)by the mutual consent of the parties hereto; or

(b)by Buyer, if the conditions set forth in Article 6 are not satisfied (or are incapable or being satisfied) on or before December 31, 2008, without fault of Buyer; or

(c)by Seller, if the conditions set forth in Article 7 are not satisfied (or are incapable of being satisfied) on or before December 31, 2008 without fault of Seller.

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Section 8.2. Effect of Termination. In the event of termination of this Agreement as provided in Section 8.1 hereof, this Agreement shall forthwith become void and there shall be no liability on the part of Buyer, Seller, their respective officers or directors, or JAS, except that the agreements contained in Section 8.3 hereof and in paragraphs 6(b), 10, 11 and 12 of the letter of intent dated October 24, 2008 among Seller, JAS and Buyer shall survive the termination hereof.

Section 8.3. Return of Documents. In the event that the sale of the Purchased Assets is not consummated for any reason whatsoever, or if this Agreement is terminated for any reason whatsoever, each party will return to the other party on a timely basis all documents, agreements, instruments or other written information concerning the other party that was obtained from such other party.

ARTICLE 9

INDEMNIFICATION

Section 9.1. Indemnification. Seller and JAS jointly and severally on the one hand, and Buyer on the other hand, shall hold harmless and indemnify one another from and against any and all liability, loss or damage, including attorneys' fees and other expenses, resulting from the breach by the indemnifying party of its representations, warranties and covenants under this Agreement. Seller and JAS, jointly and severally, shall hold harmless and indemnify Buyer from and against any and all liability, loss or damage, including attorneys' fees and other expenses, resulting from any liability or obligation of Seller or the Purchased Assets as owned and operated by Seller through the Closing Date (other than the Assumed Liabilities), whether or not such liability or obligation was disclosed to Buyer.

Section 9.2. Set-Off. Buyer’s obligation to make payments under the Note are subject to reduction or non-payment due to any claim that Buyer may have against Seller and JAS under Section 9.1.

Section 9.3. Survival. The representations, warranties and covenants of indemnification contained in this Agreement shall survive the Closing, regardless of any investigation or due diligence inquiry that may have been made on behalf of the party for whose benefit the representations, warranties and covenants were made;

ARTICLE 10

MISCELLANEOUS

Section 10.1. Notices. All notices, demands, consents, requests and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed conclusively to have been duly given (a) when hand delivered to the other party; (b) three business days after such notice has been sent by United States mail via pre-paid registered mail, return receipt requested, postage prepaid, and addressed to the other party as set forth below; or (c) the next business day after such notice has been deposited with a national overnight delivery service reasonably approved by the parties (Federal Express and Airborne Express are deemed approved by the parties), postage prepaid, addressed to the party to whom notice is being sent as set forth below with next-business-day delivery guaranteed, provided that the sending party receives a confirmation of delivery from the delivery service provider; or (d) when received by the recipient party when sent by facsimile transmission at the address and number set forth below (provided, however, that notices given by facsimile shall not be effective unless either (i) a duplicate copy of such facsimile notice is promptly sent by United Stated Mail with first-class postage prepaid and addressed to the parties as set forth below; or (ii) the receiving party delivers a written confirmation of receipt for such notice either by facsimile or any other method permitted under this Section. Any notice given by facsimile transmission shall be deemed received on the next business day if such notice is received after 5:00 p.m. (recipient’s time) or on a Saturday, Sunday or national holiday. Unless otherwise provided in writing, all notices hereunder shall be addressed as follows:

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To Buyer:

Asianada, Inc.

2121 Avenue of the Stars, Suite 2550

Los Angeles, CA 90067

Attention: CFO

With a copy to:

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

666 Third Avenue, 25^th Floor

New York, NY 10017

Attention: Kenneth R. Koch

To Seller or JAS:

Grupo Grandioso, LLC

23679 Calabasas Road - Suite 773

Calabasas, CA 91302

Attention: Jeffrey Schwartz

With a copy to: David R. Altshuler, Esq.

15332 Antioch Street #840

Pacific Palisades, CA. 90272

Section 10.2. Entire Agreement. This Agreement (including the schedules and exhibits hereto) constitutes the sole understanding of the parties with respect to the subject matter hereof.

Section 10.3. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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Section 10.4. Parties in Interest; Assignment. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns, and any assignment of this Agreement or the rights hereunder by Seller or JAS without the prior written consent of Buyer shall be void.

Section 10.5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflicts of laws principles.

Section 10.6. Schedules and Headings. All of the schedules and exhibits attached hereto are a part of this Agreement and all of the matters contained therein are incorporated herein by reference. The descriptive headings of the several Articles and Sections of this Agreement are inserted for convenience only and do not constitute part of this Agreement.

Section 10.7. Amendment. This Agreement may be amended only by the parties hereto by any instrument in writing signed by or on behalf of each of the parties hereto.

Section 10.8. Waiver. Any term or provision of this Agreement may be waived only in writing by the party or parties who are entitled to the benefits being waived.

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Section 10.9. Arbitration. In the event of any dispute or controversy arising out of, or relating to, this Agreement, the parties hereto agree to submit such dispute or controversy to binding arbitration. A sole arbitrator shall be selected from the list (the “List”) of arbitrators supplied by J.A.M.S. (“JAMS”) Los Angeles County, California office, or any successor entity, or if it no longer exists, from a List supplied by the American Arbitration Association (“AAA”) following written request by any party hereto. If the parties hereto after notification of the other party(ies) to such dispute cannot agree upon an arbitrator within thirty (30) days following receipt of the List by all parties to such arbitration, then either party may request, in writing, that JAMS or AAA, as appropriate, appoint an arbitrator within ten (10) days following receipt of such request (the “Arbitrator”). The arbitration shall take place in Los Angeles County, California, at a place and time mutually agreeable to the parties or if no such agreement is reached within ten (10) days following notice from the Arbitrator, at a place and time determined by the Arbitrator. Such arbitration shall be conducted in accordance with the Streamlined Arbitration Rules and Procedures of JAMS then in effect, and Section 1280 et seq. of the California Code of Civil Procedure, or if applicable, the Commercial Arbitration Rules of AAA then in effect. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be arbitrated exclusively in Los Angeles County, California. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this Agreement in any jurisdiction other than that specified in this Section. Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section, and stipulates that the Arbitrator shall have in personam jurisdiction and venue over each of them for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to this Agreement. Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this Section by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Agreement. The decision of the Arbitrator shall be final and binding on all the parties to the arbitration, shall be non-appealable and may be enforced by a court of competent jurisdiction. In addition to attorneys fees as provided herein, the prevailing party shall be entitled to recover from the non-prevailing party reasonable costs and expenses. The costs and fees of the arbitration shall be paid by the non-prevailing party. The Arbitrator may grant any remedy appropriate including, without limitation, injunctive relief or specific performance. Prior to the appointment of the Arbitrator, any party may seek a temporary restraining order or a preliminary injunction from the Los Angeles County Superior Court which shall be effective until a final decision is rendered by the Arbitrator.

[The remainder of this page is intentionally left blank; the next succeeding page is a signature page.]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Asset Purchase Agreement as of the date first above written.

GRUPO GRANDIOSO, LLC		ASIANADA, INC.
By:	/s/ Jeffrey A. Schwartz	By:	/s/ Charles Bentz
	Jeffrey A. Schwartz	Name: Charles Bentz
Title: Its Managing Member		Title: Chief Financial Officer
/s/ Jeffrey Allan Schwartz
JEFFREY ALAN SCHWARTZ
Individually

EX-10.2

PROMISSORY NOTE

	Date of Issuance
$1,000,000.00	December 2, 2008

FOR VALUE RECEIVED, Asianada, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of Grupo Grandioso, LLC, with an address of 23679 Calabassas Road, Suite 773, Calabassas, CA 91302 (the “Holder”), the aggregate principal sum of One Million Dollars ($1,000,000.00), together with interest thereon from the date of this Note. Interest shall accrue on the unpaid principal balance at a rate of six percent (6%) per annum, and shall accrue on a daily basis from the date on which principal was advanced. Interest shall be calculated on the basis of a three hundred and sixty-five (365) day year.

This Note has been issued pursuant to that certain Asset Purchase Agreement, dated as of December 2, 2008 (the “Purchase Agreement”), by and among the Company, the Holder and Jeffrey Schwartz, relating to the acquisition of certain assets of the Holder, as set forth therein (the “ Purchased Assets”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.

1.Payment.

(a)Subject to the conditions set forth in Section 2 hereof, the outstanding principal balance of this Note shall be payable in 36 equal installments of principal plus accrued interest on the principal amount being paid, each in the amount of $30,421.94 (each, a “Payment”), the first Payment of which, if any, shall be made following the second calendar month (February) of 2009, and any subsequent Payments, if any, shall be made following each calendar month thereafter (each, a “Payment Date”). The final Payment Date shall be following the first calendar month (January) of 2012 (the “Final Payment Date”).

(b)Payments on this Note, if any, shall be made by wire transfer of immediately available funds to an account designated by the Holder or by check sent to the Holder as the Holder may designate for such purpose from time to time by written notice to the Company, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.

(c)The Company shall have the right to withhold and set off against any amount due under this Note, the amount of any claim for indemnification or payment of damages to which the Company may be entitled under the Purchase Agreement, as provided in Section 9.2 thereof.

2.Condition to Payment.

(a) Any Payments to be made to the Holder in accordance with Section 1(a) hereof are contingent upon there being Sufficient Cash Flow generated by the Company with respect to the Purchased Assets during each monthly period until the Final Payment Date (each, a “Calendar Month”) as determined in accordance with this Section 2. For purposes of this Note, “Sufficient Cash Flow” shall mean, with respect to each Calendar Month, and with respect to the Purchased Assets, an amount equal to the cash funds derived from operations of the Purchased Assets, but less cash funds required to pay (i) current operating expenses, (ii) current liabilities (other than any payments due under this Note) and (iii) necessary capital expenditures, while maintaining a working capital cash reserve of no less than $50,000 at all times.

(b) Within 15 days of the end of the end of each Calendar Month, the Company shall deliver to the Holder a worksheet (the “Cash Flow Worksheet”) prepared by the Company (or its designee) and signed by an executive officer of the Company (other than Jeffrey Schwartz), setting forth the Company’s good faith determination of Sufficient Cash Flow for such Calendar Month. The Holder shall have the right, at the Holder’s expense, at reasonable times and upon reasonable notice, within the time period set forth below, to examine the books and records of the Company relating to the Purchased Assets to determine whether the calculation of Sufficient Cash Flow is being determined in accordance with the provisions of this Note.

(c)Upon receipt from the Company, the Holder shall have five days to review the Cash Flow Worksheet (the "Review Period"). If Holder disagrees with the Company's computation of Sufficient Cash Flow for such period, Holder may, on or prior to the last day of the Review Period, deliver a notice to the Company (the "Notice of Objection"), which sets forth its objections to the Company's calculation of Sufficient Cash Flow for the applicable period. Any Notice of Objection shall specify those items or amounts with which Holder disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth Holder’s calculation of Sufficient Cash Flow for the applicable period based on such objections. To the extent not set forth in the Notice of Objection, Holder shall be deemed to have agreed with the Company's calculation of all other items and amounts contained in the Cash Flow Worksheet. Unless Holder delivers the Notice of Objection to the Company within the Review Period, Holder shall be deemed to have accepted the Company's calculation of Sufficient Cash Flow for the applicable period and the Cash Flow Worksheet for the applicable period shall be final, conclusive and binding. If Holder delivers the Notice of Objection to Buyer within the Review Period, the Company and Holder shall, during the 10 days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items and amounts in order to determine the amount of Sufficient Cash Flow for the applicable period. If, at the end of such period or any mutually agreed extension thereof, the Company and Holder are unable to resolve their disagreements, they shall jointly retain and refer their disagreements to an independent accounting firm mutually acceptable to the Company and Holder (the "Independent Expert"). The parties shall instruct the Independent Expert promptly to review this Section 2 and to determine solely with respect to the disputed items and amounts so submitted whether and to what extent, if any, the amount of Sufficient Cash Flow set forth in the Cash Flow Worksheet requires adjustment. The Independent Expert shall base its determination solely on written submissions by the Company and Holder and not on an independent review. The Company and Holder shall make available to the Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert. As promptly as practicable but in no event later than 30 days after its retention, the Independent Expert shall deliver to the Company and Holder a report which sets forth its resolution of the disputed items and amounts and its calculation of Sufficient Cash Flow for the applicable period; providedthat in no event shall Sufficient Cash Flow as determined by the Independent Expert be less than the Company's calculation of Sufficient Cash Flow set forth in the Cash Flow Worksheet nor more than Holder’s calculation of Sufficient Cash Flow set forth in the Notice of Objection. The decision of the Independent Expert shall be final, conclusive and binding on the parties. The costs and expenses of the Independent Expert shall be borne one-half by the Company and one-half by the Holder.

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(d)"Final Monthly Cash Flow" means the amount of Sufficient Cash Flow for such Monthly period (i) as shown in the Cash Flow Worksheet delivered by the Company to Holder pursuant to Section 26(b), if no Notice of Objection with respect thereto is timely delivered by Holder; or (ii) if a Notice of Objection is so delivered, (A) as agreed by the Company and Holder pursuant to Section 2(c) or (B) in the absence of such agreement, as shown in the Independent Expert's calculation delivered pursuant to Section 2(c). If there is excess available cash after determining Final Monthly Cash Flow for the applicable Calendar Month (“Excess Cash”), and such Excess Cash is greater than or equal to the amount of the applicable Payment, then, within five days of the date of such determination, the amount of Excess Cash shall be deemed the amount of the applicable Payment and shall be paid to Holder for such Calendar Month; provided, however, that in no event shall the amount of such payment exceed the amount of the applicable Payment. If there is no Excess Cash for the applicable Calendar Month, then the applicable Payment shall not be made, and the amount of such Payment not so made shall remain part of the unpaid principal balance of this Note (a “Deferred Payment”). During any subsequent Calendar Month, if there is Excess Cash for such Calendar Month, then any portion of the amount of such excess may be applied towards any previous Calendar Months for which there was no Excess Cash, and in such case, if the application of such excess results in there being Excess Cash for such previous Calendar Months, then the amount of such excess shall be used to make a Deferred Payment for any such previous Calendar Month, which amount shall be paid within five days of the date on which it is deemed that there was Excess Cash to be applied for a Deferred Payment for such previous Calendar Month.

(e) On the Final Payment Date, if any Deferred Payments continue to exist, then such Deferred Payments shall be deemed cancelled, and all previous Payments, including any Payment made on the Final Payment Date, shall collectively be deemed the full and final satisfaction and payment of this Note and this Note shall be deemed null and void thereafter.

3.Default.

(a)The occurrence of any one or more of the following events shall constitute an “Event of Default”:

(i)Nonpayment. The Company shall fail to make, on or before the due date, in the manner required, and subject to the terms and conditions of this Note, any payment of principal, interest or any other sums due under this Note;

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(ii)Insolvency. The Company shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or the Company shall commence any voluntary bankruptcy proceeding, or there shall be commenced against the Company by another party any such case, proceeding or other action in bankruptcy which remains unstayed, undismissed or undischarged for a period of thirty (30) days; or

(iii)The Company shall be dissolved, liquidated or reorganized.

(b)Acceleration. Upon an Event of Default, there shall immediately be due and payable to the Holder the full amount of the unpaid principal balance of this Note, plus accrued interest and all other amounts owed by the Company pursuant to this Note. All amounts under this Section 4 are due and payable without presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Company.

(c)Remedies Upon Event of Default.

(i)General. Upon an Event of Default, the Holder may proceed to protect and enforce its rights as holder of this Note, and may proceed to enforce the payment of all amounts due upon this Note, and the costs and expenses of collection (including, without limitation, reasonable counsel fees and disbursements) or to enforce any other legal or equitable right as holder of this Note shall be paid by Company.

(ii)Remedies Cumulative. No remedy conferred in this Note upon the Holder is intended to be exclusive of any other remedy and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or otherwise.

(iii)Remedies Not Waived. No course of dealing between the Company and the Holder, and no delay or failure in exercising any rights hereunder shall operate as a waiver of any of the rights of the Holder.

4.Amendments and Waivers. This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Company, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.

5.Replacement Note. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Note, and (in case of loss, theft or destruction) of indemnity reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of any Note, if mutilated, the Company will make and deliver a new Note of like tenor in the principal amount of this Note then outstanding in lieu of such Note. Any Note so made and delivered shall be dated as of the date to which interest shall have been paid on the Note lost, stolen, destroyed or mutilated.

6.Successors and Assigns. This Note applies to, inures to the benefit of, and binds the successors and assigns of the parties hereto.

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7.Governing Law and Venue. The Note shall be construed in accordance with the laws of the State of Delaware. The Company hereby consents to the jurisdiction of and venue in any court of competent jurisdiction in Delaware.

8.Unenforceable Provision. If any provision of this Note shall be deemed unenforceable under applicable law, such provision shall be ineffective, but only to the extent of such unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Note.

9.Notice. Any notice to the Company provided for in this Note shall be in writing and shall be given and be effective upon (i) delivery to Company, (ii) receipt if sent by facsimile transmission (with confirmation of such receipt by the sender) or (iii) mailing such notice by certified mail, return receipt requested, addressed to Company at the Company’s address stated below, or to such other address as Company may designate by written notice to Holder. Any notice to Holder shall be in writing and shall be given and be effective upon (i) delivery to Holder, (ii) receipt if sent by facsimile transmission (with confirmation of such receipt by the sender) or (iii) by mailing such notice by certified mail, return receipt requested, to Holder at the address stated above, or to such other address as Holder may designate by written notice to Company.

The Company:

Asianada, Inc.

2121 Avenue of the Stars

Suite 2550

Los Angeles, California 90067

Attention: Charles Bentz

with a copy to:

Mintz Levin Cohn Ferris Glovsky & Popeo, P.C.

666 Third Avenue

New York, New York 10017

Attention: Kenneth R. Koch, Esq.

Fax: 212-983-3115

10.Jury Trial Waiver. Each of the Company and the Holder of this Note (by accepting this Note) hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Note. Each of the Company and the Holder of this Note (by accepting this Note) (A) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (B) acknowledges that it and the other parties hereto have been induced to issue or accept this Note, as the case may be, by, among other things, the mutual waivers and certifications in this paragraph.

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IN WITNESS WHEREOF, the Company has caused this Note to be executed and dated the day and year first above written.

ASIANADA, INC.
By:	/s/ Charles Bentz
Name:	Charles Bentz
Title:	Chief Financial Officer

Acknowledged and agreed:

GRUPO GRANDIOSO, LLC

 

By:	/s/ Jeffrey Schwartz
Name:	Jeffrey Schwartz
Title:	Manager

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EX-10.3

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made and entered into effective as of December 2, 2008 (the “Effective Date”), by and between Asianada, Inc., a Delaware corporation and its affiliates and/or subsidiaries (the “Company”), and Jeffrey A. Schwartz (the “Executive”). The Company and the Executive are hereinafter collectively referred to as the “Parties,” and individually referred to as a “Party.”

Recitals

A.The Company desires assurance of the association and services of the Executive in order to retain the Executive’s experience, skills, abilities, background and knowledge, and is willing to engage the Executive’s services on the terms and conditions set forth in this Agreement.

B.The Executive desires to be in the employ of the Company, and is willing to accept such employment on the terms and conditions set forth in this Agreement.

Agreement

In consideration of the foregoing Recitals and the mutual promises and covenants herein contained, and for other good and valuable consideration, the Parties, intending to be legally bound, agree as follows:

1. EMPLOYMENT.

1.1Term. The Company hereby employs the Executive, and the Executive hereby accepts employment by the Company, upon the terms and conditions set forth in this Agreement. The term of this Agreement shall commence on the Effective Date and shall continue until December 2, 2011 (the “Term”), unless terminated earlier in accordance with Section 4 herein. On the last day of the Term, the Executive shall immediately resign from all positions with the Company.

1.2Title. The Executive shall have the title of Chief Executive Officer and Chairman of the Board of Directors and Executive shall serve in such other capacity or capacities as the Board of Directors of the Company may from time to time prescribe. The Executive shall report directly to the Company’s Board of Directors.

1.3Duties. (i) During the Term, the Executive shall devote the Executive’s full working time and attention and use the Executive’s best efforts and skill to further the interests of the Company. The Executive shall do and perform all services, acts or things necessary or advisable to manage and conduct the business of the Company and which are normally associated with the positions of Chief Executive Officer and Chairman of the Board of Directors, consistent with the bylaws of the Company and as required by the Company’s Board of Directors.

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(ii)Notwithstanding the foregoing, the Company acknowledges that Executive may: (A) engage in the activities set forth on Schedule 1.3 attached hereto; (B)pursue business opportunities that are not competitive with the Company’s business, provided, however, that prior to pursuing any such opportunity (1) the Executive discloses to the Company the terms and conditions of such business opportunity that Executive wishes to pursue, and (2) the Company waives its right to pursue such business opportunity; and (C) serve on other boards of directors or civic, professional or charitable boards or committees, provided, however, that (1) any such service is not in conflict with Executive’s primary responsibilities and obligations to the Company and (2) the Board of Directors of the Company provides its prior consent to any such service on other boards of directors or civic, professional or charitable boards or committees.

1.4Policies and Practices. The employment relationship between the Parties shall be governed by the written policies and practices established by the Company and its Board of Directors and in effect from time to time. In the event that the terms of this Agreement differ from or are in conflict with the Company’s policies or practices or the Company’s employee handbook or general employment policy memorandum to its employees, if any, then this Agreement shall control.

1.5Location. Unless the Parties otherwise agree in writing, during the term of this Agreement, the Executive shall perform the services Executive is required to perform pursuant to this Agreement at the Company’s offices, located in Los Angeles, California, or at any other place at which the Company maintains an office; provided, however, that the Company may from time to time require the Executive to travel temporarily to other locations in connection with the Company’s business.

2. LOYAL AND CONSCIENTIOUS PERFORMANCE; NONCOMPETITION.

2.1Covenant Not to Compete. Except with the prior written and signed consent of the Company’s President or other executive officer (other than Executive) the Executive will not, during the Term of this Agreement, and any period during which the Executive is receiving compensation or any other consideration from the Company, including severance pay pursuant to Section 4.4.3 herein, engage in competition with the Company or any of its affiliates, either directly or indirectly, in any manner or capacity, as adviser, principal, agent, affiliate, promoter, partner, officer, director, employee, stockholder, owner, co-owner, consultant, or member of any association or otherwise, in any phase of the business of developing and marketing the products or services which are in the same field of use, or which otherwise compete with the products or services or proposed products or services of the Company.

2.2Agreement Not to Participate in Company’s Competitors. During the Term of this Agreement, the Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, in competition with the business of the Company or any of its affiliates. Ownership by the Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on the NASDAQ Stock Market or in the over-the-counter market shall not constitute a breach of this paragraph.

3. COMPENSATION OF THE EXECUTIVE.

3.1Base Salary; Discretionary Bonus. (i) The Company shall pay the Executive a base salary of Two Hundred Fifty Thousand Dollars ($250,000) per year (the “Base Salary”), less payroll deductions and all required withholdings payable in regular periodic payments in accordance with Company policy. Any Base Salary shall be prorated for any partial year of employment on the basis of a 365-day fiscal year.

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(ii)In addition to the Base Salary, the Company may pay you a bonus on terms and conditions, and pursuant to the sole discretion, established by the Board of Directors of the Company (any such bonus, the “Bonus”). Any such Bonus will be determined by the Board of Directors of the Company and then, if applicable, paid by the Company prior to February 15 of each calendar year during which the Executive remains employed by the Company.

3.2Employment Taxes. All of the Executive’s compensation shall be subject to customary withholding taxes and any other employment taxes as are commonly required to be collected or withheld by the Company.

3.3Benefits. The Executive shall, in accordance with Company policy and the terms of the applicable plan documents, be eligible to participate in benefits under any executive benefit plan or arrangement which may be in effect from time to time and made available to the Company’s executive or key management employees. Additionally, Company will reimburse Executive for any COBRA premiums and costs for health insurance coverage, that he maintains and that is in effect after the Effective Date, until the first day the Executive is covered under Company’s health benefit plan. Company will not reimburse Executive for any COBRA premiums and costs for health insurance that is or was in effect prior to the Effective Date. The maximum amount Company will reimburse Executive for COBRA premiums and costs for each calendar year is $12,000.

4. TERMINATION.

4.1Termination By the Company. The Executive’s employment with the Company may be terminated under the following conditions:

4.1.1Death or Disability. The Executive’s employment with the Company shall terminate effective upon the date of the Executive’s death or “Complete Disability” (as defined in Section 4.5.1).

4.1.2For Cause. The Company may terminate the Executive’s employment under this Agreement for “Cause” (as defined in Section 4.5.3) by delivery of written notice to the Executive specifying the Cause or Causes relied upon for such termination. Any notice of termination given pursuant to this Section 4.1.2 shall effect termination as of the date specified in such notice or, in the event no such date is specified, on the last day of the month in which such notice is delivered or deemed delivered as provided in Section 8 below.

4.1.3Without Cause. The Company may terminate the Executive’s employment under this Agreement at any time and for any reason by delivery of written notice of such termination to the Executive. Any notice of termination given pursuant to this Section 4.1.3 shall effect termination as of the date specified in such notice or, in the event no such date is specified, on the last day of the month in which such notice is delivered or deemed delivered as provided in Section 8 below.

4.2Termination By The Executive. The Executive may terminate the Executive’s employment with the Company under the following conditions:

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4.2.1Good Reason. The Executive may terminate the Executive’s employment under this Agreement for “Good Reason” (as defined below in Section 4.5.2) by delivery of written notice to the Company specifying the “Good Reason” relied upon by the Executive for such termination, provided that such notice is delivered within one (1) month following the occurrence of any event or events constituting Good Reason and that Executive has provided the Company a minimum of thirty (30) days written notice and an opportunity to cure the event which constitutes “Good Reason.”

4.2.2Without Good Reason. The Executive may terminate Executive’s employment hereunder for other than “Good Reason” upon fourteen (14) days written notice to the Company.

4.3Termination by Mutual Agreement of the Parties. The Executive’s employment pursuant to this Agreement may be terminated at any time upon a mutual agreement in writing of the Parties. Any such termination of employment shall have the consequences specified in such agreement.

4.4Compensation Upon Termination.

4.4.1Death or Complete Disability. If the Executive’s employment shall be terminated by death or Complete Disability as provided in Section 4.5.1, the Company shall pay the Executive’s accrued Base Salary and accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination to Executive and/or Executive’s heirs, and the Company shall thereafter have no further obligations to the Executive and/or Executive’s heirs under this Agreement.

4.4.2Cause or Without Good Reason. If the Executive’s employment shall be terminated by the Company for Cause (based upon the affirmative vote of a majority of directors of the Board of Directors of the Company), or if the Executive terminates employment hereunder without Good Reason, the Company shall pay the Executive’s accrued Base Salary and accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of the notice of termination to Executive, and the Company shall thereafter have no further obligations to the Executive under this Agreement.

4.4.3Without Cause or Good Reason. If the Executive shall terminate the Executive’s employment with the Company for Good Reason or the Company shall terminate the Executive’s employment without Cause, then upon the Executive’s furnishing to the Company an executed release and waiver of claims, the Executive shall be entitled to the following:

(i)the Executive’s Base Salary and accrued and unused vacation earned through the date of termination, subject to standard deductions and withholdings; and

(ii)continuation of the Executive’s annual Base Salary in effect at the time of termination for a period of the lesser of (A) the number of months then left on the Term and (B) 12 months, payable in monthly installments after the Termination Date, subject to standard deductions and withholdings. The foregoing notwithstanding, any income earned by Executive from any source during the period following the termination of Executive’s employment shall offset the salary continuation obligation contained in this Section 4.4.3.

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4.4.4Covenant Not to Compete. Notwithstanding any provisions in this Agreement to the contrary, including any provisions contained in this Section 4.4, the Company’s obligations, and the Executive’s rights, pursuant to Section 4.4.3 shall cease and be rendered a nullity immediately should the Executive violate the provision of Section 2.2 herein, or should the Executive violate the terms and conditions of the Executive’s Proprietary Information Agreement.

4.4.5Termination of Obligations. In the event of the termination of the Executive’s employment hereunder and pursuant to this Section 4, the Company shall have no obligation to pay Executive any Base Salary or other compensation or benefits, except as provided in this Section 4 or for benefits due to the Executive (and/or, if applicable, the Executive’s dependents under the terms of the Company’s benefit plans). Executive acknowledges and agrees that upon termination (for any reason) the Company may offset amounts Executive owes it or its affiliates or subsidiaries against any amount it owes Executive pursuant to this Section 4.4.

4.5Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

4.5.1Complete Disability. “Complete Disability” shall mean the inability of the Executive to perform the Executive’s duties under this Agreement because the Executive has become permanently disabled within the meaning of any policy of disability income insurance covering employees of the Company then in force. In the event the Company has no policy of disability income insurance covering employees of the Company in force when the Executive becomes disabled, the term “Complete Disability” shall mean the inability of the Executive to perform the Executive’s duties under this Agreement by reason of any incapacity, physical or mental, which the Board of Directors of the Company, based upon medical advice or an opinion provided by a licensed physician acceptable to the Board of Directors of the Company, determines to have incapacitated the Executive from satisfactorily performing all of the Executive’s usual services for the Company for a period of at least seventy-five (75) days during any twelve (12) month period (whether or not consecutive). Based upon such medical advice or opinion, the determination of the Board of Directors of the Company shall be final and binding and the date such determination is made shall be the date of such Complete Disability for purposes of this Agreement.

4.5.2Good Reason. “Good Reason” for the Executive to terminate the Executive’s employment hereunder shall mean the occurrence of any of the following events without the Executive’s consent:

(i)the Company’s material breach of its obligations under this Agreement;

(ii)a failure by the Company to obtain from any successor, before the succession takes place, an agreement to assume and perform all of the terms and conditions of this Agreement; or

(iii)if there occurs a ‘Change in Control’ (as defined below) and there is any change in the material duties or responsibilities which are substantially inconsistent with the Executive’s title, position or responsibilities, or any material diminution in the scope of the Executive’s responsibilities or authority.

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4.5.3For Cause. “Cause” for the Company to terminate Executive’s employment hereunder shall mean the occurrence of any of the following events:

(i)the Executive’s failure to satisfactorily perform the Executive’s job duties under this Agreement;

(ii)failure by the Executive to comply with all material applicable laws in performing the Executive’s job duties or in directing the conduct of the Company’s business;

(iii)failure by the Executive to follow the Company’s policies and procedures;

(iv)commission by the Executive of any felony or intentionally fraudulent or other act against the Company, or its affiliates, subsidiaries, employees, agents, representatives or clients which demonstrates the Executive’s untrustworthiness or lack of integrity;

(v)the Executive’s failure to maintain any license required to perform the duties contemplated under this Agreement;

(vi)the Executive’s engaging or in any manner participating in any activity which is competitive with or intentionally injurious to the Company or any of its affiliates or which violates any material provisions of Section 5 hereof; or

(vii)the Executive’s commission of any fraud against the Company or any of its affiliates or use or intentional appropriation for his personal use or benefit of any funds or properties of the Company not authorized by the Company’s Board of Directors or President to be so used or appropriated.

4.5.4A “Change in Control” shall be deemed to have occurred if:

(i)any person, entity or group (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Act”), other than the Company or an employee benefit plan of the Company, acquires, directly or indirectly, the beneficial ownership (as defined in Section 13(d) of the Act) of any voting security of the Company, and immediately after such acquisition such person, entity or group is, directly or indirectly, the beneficial owner of voting securities representing Fifty One Percent (51%) or more of the total voting power of all of the then outstanding voting securities of the Company entitled to vote generally in the election of directors;

(ii)upon the first purchase of common stock of the Company pursuant to a tender or exchange offer (other than a tender or exchange offer made by the Company);

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(iii)the stockholders of the Company shall approve a merger, consolidation, recapitalization or reorganization of the Company, or a reverse stock split of outstanding voting securities, or consummation of any such transaction if stockholder approval is not obtained, other than any such transaction which would result in more than fifty one percent (51%) of the total voting power represented by the voting securities of the surviving entity outstanding immediately after such transaction being beneficially owned by the holders of all of the outstanding voting securities of the Company immediately prior to the transactions with the voting power of each such continuing holder relative to other such continuing holders not substantially altered in the transaction; or

(iv)the stockholders of the Company shall approve a plan of complete liquidation or dissolution of the Company, or an agreement for the sale or disposition by the Company of all or substantially all of its assets and/or the Company’s business or material components thereof.

4.6Survival of Certain Sections. Sections 2.2, 4.4.3, 4.4.4, 5, 9 and 17 of this Agreement will survive the termination of this Agreement.

5. CONFIDENTIAL AND PROPRIETARY INFORMATION; NONSOLICITATION.

5.1The Executive agrees to execute and abide by the Proprietary Information Agreement attached hereto as Exhibit A.

5.2The Executive recognizes that Executive’s employment with the Company will involve contact with information of substantial value to the Company, which is not old and generally known in the trade, and which gives the Company an advantage over its competitors who do not know or use it, including but not limited to, techniques, processes, know how, strategies, marketing, and/or advertising plans or arrangements, developments, computer programs, sales, supplier, customer lists and information, service provider, vendor, employee lists and information, distributor, customer biographical information, and business and financial information relating to the business, products, services, practices and techniques of the Company, (hereinafter referred to as “Confidential and Proprietary Information”). Executive acknowledges that the Company has expended substantial time and money to create, acquire, gather and maintain the confidentiality of its Confidential and Proprietary Information. The Executive will at all times regard and preserve as confidential such Confidential and Proprietary Information obtained by the Executive from whatever source and will not, either during Executive’s employment with the Company or thereafter, publish or disclose any part of such Confidential and Proprietary Information in any manner at any time, or use the same except on behalf of the Company, without the prior written consent of the Company’s Board of Directors.

5.3While employed by the Company and for one (1) year thereafter, the Executive agrees that in order to protect the Company’s Confidential and Proprietary Information from unauthorized disclosure or use, that the Executive will not, either directly or through others, solicit or attempt to solicit any Company employee, consultant, independent contractor, agent, broker, client or customer to terminate his or her relationship with the Company. Executive expressly acknowledges that any attempt by Executive to disrupt the Company’s business relationships with its clients, customers or agents, that were the Company’s clients, customers or agents during the year immediately preceding Executive’s termination, would necessarily require the Executive to use or disclose the Company’s Confidential and Proprietary Information. Executive acknowledges that obtaining proof of such use or disclosure, however, would be extremely difficult for the Company to obtain. Executive further acknowledges that the harm done to the Company by the use or disclosure of its Confidential and Proprietary Information while significant, may be difficult to assess, thereby necessitating the restrictions provided herein and that given the harm that could be caused to the Company by such disclosure or use, the restrictions provided herein are reasonable and necessary; and would not prevent, harm or impede the Executive from engaging in Executive’s chosen profession.

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6. EXPENSES

6.1Reimbursement. The Company shall promptly reimburse Executive for all reasonable business expenses, incurred by Executive in promoting the business of the Company, including expenditures for entertainment and travel. Each business expense shall be reimbursable only if Executive furnishes to the Company adequate records and other documentary evidence required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of that expenditure as an income tax deduction.

7. ASSIGNMENT AND BINDING EFFECT.

This Agreement shall be binding upon and inure to the benefit of the Executive and the Executive’s heirs, executors, personal representatives, assigns, administrators and legal representatives. Because of the unique and personal nature of the Executive’s duties under this Agreement, neither this Agreement nor any rights or obligations under this Agreement shall be assignable by the Executive. This Agreement shall be binding upon and inure to the benefit of the Company and its successors, assigns and legal representatives.

8. NOTICES.

All notices or demands of any kind required or permitted to be given by the Company or the Executive under this Agreement shall be given in writing and shall be personally delivered (and receipted for) faxed during normal business hours or mailed by certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Company: Asianada, Inc.

2121 Avenue of the Stars

Suite 2550

Los Angeles, California 90067

If to the Executive: Jeffrey A. Schwartz

23679 Calabassas Road

Suite 773

Calabassas, California 91302

Any such written notice shall be deemed received when personally delivered or three (3) days after its deposit in the United States mail as specified above. Either Party may change its address for notices by giving notice to the other Party in the manner specified in this section.

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9. CONFIDENTIALITY OF TERMS.

Executive acknowledges that Executive has been informed by the Company that the Company would suffer irreparable harm if any of the terms of this Agreement were disclosed to any Company employee or any third party. Executive agrees not to disclose the terms of this Agreement to any other person or entity without the express prior written consent of the Company’s Board of Directors. This Section 9 is a material term of this Agreement. If Executive breaches this Section 9: (a) the Company may reduce or terminate the amount of Base Salary owing or payable under this Agreement; and/or (b) the Company may exercise any rights it has under this Agreement including, without limitation, terminating this Agreement pursuant to Section 4.1.2.

10. POLICIES AND PROCEDURES.

Executive agrees to strictly comply with all of the Company’s policies and procedures that may be in effect from time to time, including, without limitation, the Company’s Expense Reimbursement Policies and Procedures, the Company’s Conflict of Interest Policies and Procedures, the Company’s Harassment in the Workplace Policy, and the Company’s Equal Opportunity Policies and Procedures, if any, and to fulfill all such duties and requirements set forth therein.

11. CHOICE OF LAW.

This Agreement is made in Los Angeles, California. This Agreement shall be construed and interpreted in accordance with the laws of the State of California.

12. INTEGRATION.

This Agreement contains the complete, final and exclusive agreement of the Parties relating to the terms and conditions of the Executive’s employment, and supersedes all prior and contemporaneous oral and written employment agreements or arrangements between the Parties.

13. AMENDMENT.

This Agreement cannot be amended or modified except by a written agreement signed by the Executive and an executive officer of the Company (other than Executive).

14. WAIVER.

No term, covenant or condition of this Agreement or any breach thereof shall be deemed waived, except with the written consent of the Party against whom the wavier is claimed, and any waiver or any such term, covenant, condition or breach shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other term, covenant, condition or breach.

15. SEVERABILITY.

The finding by a court of competent jurisdiction of the unenforceability, invalidity or illegality of any term, word, phrase or provision of this Agreement shall not render any other term, word, phrase or provision of this Agreement unenforceable, invalid or illegal. Such court shall have the authority to modify or replace the invalid or unenforceable term, word, phrase or provision with a valid and enforceable term, word, phrase or provision which most accurately represents the Parties’ intention with respect to the invalid or unenforceable term, word, phrase or provision.

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16. INTERPRETATION; CONSTRUCTION.

The headings set forth in this Agreement are for convenience of reference only and shall not be used in interpreting this Agreement. This Agreement has been drafted by legal counsel representing the Company, but the Executive has been encouraged, and has had the opportunity to consult with, Executive’s own independent counsel and tax advisors with respect to the terms of this Agreement. The Parties acknowledge that each Party and its counsel has reviewed and revised, or had an opportunity to review and revise, this Agreement, and the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement.

17. REPRESENTATIONS AND WARRANTIES.

The Executive represents and warrants that Executive is not restricted or prohibited, contractually or otherwise, from entering into and performing each of the terms and covenants contained in this Agreement, and that Executive’s execution and performance of this Agreement will not violate or breach any other agreements between the Executive and any person or entity.

18. COUNTERPARTS.

This Agreement may be executed via facsimile or PDF and in two counterparts, each of which shall be deemed an original, all of which together shall contribute one and the same instrument.

19. TRADE SECRETS OF OTHERS.

It is the understanding of both the Company and the Executive that the Executive shall not divulge to the Company and/or its subsidiaries any confidential information or trade secrets belonging to others, including the Executive’s former employers, nor shall the Company and/or its affiliates seek to elicit from the Executive any such information. Consistent with the foregoing, the Executive shall not provide to the Company and/or its affiliates, and the Company and/or its affiliates shall not request, any documents or copies of documents containing such information.

20. ADVERTISING WAIVER.

The Executive agrees to permit the Company and/or its affiliates, and persons or other organizations authorized by the Company and/or its affiliates, to use, publish and distribute advertising or sales promotional literature concerning the products and/or services of the Company and/or its affiliates, or the machinery and equipment used in the provision thereof, in which the Executive’s name and/or pictures of the Executive taken in the course of the Executive’s provision of services to the Company and/or its affiliates, appear. The Executive hereby waives and releases any claim or right the Executive may otherwise have arising out of such use, publication or distribution.

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21. ARBITRATION. ARBITRATION.

21.1Arbitrable Claims. All disputes between Executive (and Executive’s attorneys, successors, and assigns) and the Company (and its affiliates, shareholders, directors, officers, employees, agents, successors, attorneys, and assigns) relating in any manner whatsoever to Executive’s employment or the termination of Executive’s employment, including, without limitation, all disputes arising under this Agreement (“Arbitrable Claims”), shall be resolved by final and binding arbitration to the fullest extent permitted by law. All persons and entities specified in the preceding sentence (other than Company and Executive) shall be considered third-party beneficiaries of the rights and obligations created by this Section 21. Arbitrable Claims shall include, but are not limited to, contract (express or implied) and tort claims of all kinds, as well as all claims based on any federal, state, or local law, statute, or regulation, excepting only claims under applicable workers’ compensation law and unemployment insurance claims. By way of example and not in limitation of the foregoing, Arbitrable Claims shall include any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and the California Fair Employment and Housing Act, the Family Medical Leave Act as well as all claims under any applicable state or federal statute including but not limited to the California Labor Code, and any claims asserting wrongful termination, breach of contract, breach of the covenant of good faith and fair dealing, negligent or intentional infliction of emotional distress, harassment, discrimination, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, fraud, defamation, invasion of privacy, all claims related to disability and all wage or benefit claims, including but not limited to claims for salary, bonuses, profit participation, commissions, stock, stock options, vacation pay, fringe benefits or any form of compensation. Arbitration shall be final and binding upon the Parties and shall be the exclusive remedy for all Arbitrable Claims, except that the Parties may seek interim injunctive relief and other provisional remedies in court as set forth in this Agreement. The Parties hereby waive any rights they may have to trial by jury or any other form of administrative hearing or procedure in regard to the Arbitrable Claims.

21.2Procedure. Arbitration of Abitrable Claims shall be in accordance with the then existing JAMS Rules for the Resolution of Employment Disputes, as amended (“JAMS Employment Rules”), as augmented in this Agreement. Arbitration shall be initiated as provided by the JAMS Employment Rules, although the written notice to the other Party initiating arbitration shall also include a statement of the claim(s) asserted and all the facts upon which the claim(s) are based. Either Party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Otherwise, neither Party shall initiate or prosecute any lawsuit or administrative action in any way related to any Arbitrable Claim. All arbitration hearings under this Agreement shall be conducted at the JAMS office located nearest to Irvine, California. The Federal Arbitration Act shall govern the interpretation and enforcement of this Section 21.

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21.3Arbitrator Selection and Authority. All disputes involving Arbitrable Claims shall be decided by a single arbitrator. The arbitrator shall be selected by mutual agreement of the Parties within thirty (30) days of the effective date of the notice initiating the arbitration. If the Parties cannot agree on an arbitrator, then the complaining Party shall notify JAMS and request selection of an arbitrator in accordance with the JAMS Employment Rules. The arbitrator shall have only such authority to award equitable relief, damages, costs, and fees as a court would have for the particular claim(s) asserted and any action of the arbitrator in contravention of this limitation may be the subject of court appeal by the aggrieved Party. No other aspect of any ruling by the arbitrator shall be appealable, and all other aspects of the arbitrator’s ruling shall be final and non-appealable, except as set forth herein. The arbitrator shall have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law. The arbitrator shall be required to issue a written arbitration decision including the arbitrator’s essential findings, conclusions and a statement of award. The Company shall pay all arbitration fees in excess of what the Executive would have to pay if the dispute were decided in a court of law. Except as set forth herein, the arbitrator shall have exclusive authority to resolve all Arbitrable Claims, including, but not limited to, whether any particular claim is arbitrable and whether all or any part of this Agreement is void or unenforceable.

21.4Confidentiality. All proceedings and all documents prepared in connection with any Arbitrable Claim shall be confidential and, unless otherwise required by law, the subject matter thereof shall not be disclosed to any person other than the Parties to the proceedings, their counsel, witnesses and experts, the arbitrator, and, if involved, the court and court staff All documents filed with the arbitrator or with a court shall to the extent allowed by law be filed under seal. The Parties shall stipulate to all arbitration and court orders necessary to effectuate fully the provisions of this subsection 21.4 concerning confidentiality.

21.5Continuing Obligations. The rights and obligations of Executive and Company set forth in this Section 21 shall survive the termination of Executive’s employment and the expiration of this Agreement.

21.6Exception for Injunctive Relief. Notwithstanding the foregoing, in order to provide for interim relief pending the finalization of arbitration proceedings hereunder, nothing in this Section 21 shall prohibit the Parties from pursuing, a claim for interim injunctive relief, for other applicable provisional remedies, and/or for related attorneys’ fees in a court of competent jurisdiction in order to prevent irreparable harm pending the conclusion of the arbitration.

21.7JAMS Appeal. The Parties also hereby agree to the JAMS Optional Appeal Procedures in the event either Party wishes to appeal any aspect of the original single arbitrator’s award pursuant to Section 21.3 herein.

21.7.1The appeal panel will consist of three neutral members unless the Parties agree that there will be one neutral member. Upon the filing of an appeal in accordance with Section 20.7.2 below, the JAMS case manager will recommend to the Parties an appeal panel and will make any disclosures that are mandated by applicable law regarding the candidates for the appeal panel. The case manager will seek the agreement of the Parties as to the selection of the appeal panel members. If the Parties do not agree on the composition of the appeal panel within seven (7) calendar days of having received the case manager recommendations for the appeal panel the JAMS case manager will appoint an appeal panel.

21.7.2The Procedure for filing and arguing an appeal shall be as follows:

(i)any Party may appeal an arbitration award that has been rendered pursuant to Section 21.3 herein and has become final. The appeal must be served, in writing, to the JAMS case manager and on the opposing Party within fourteen (14) calendar days after the arbitration award has become final. The letter or other writing evidencing the appeal must specify those elements of the arbitration award that are being appealed and must contain a brief statement of the basis for the appeal.

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(ii)Within seven (7) calendar days of the service of the appeal, the opposing Party may serve on the JAMS case manager and on the opposing Party a cross-appeal with respect to any element of the arbitration award. The letter or other writing evidencing the cross-appeal must specify those elements of the arbitration award that are being appealed and must contain a brief statement of the basis for the cross-appeal.

(iii)The record on appeal will consist of the stenographic or other record of the arbitration hearing and all exhibits, deposition transcripts, and affidavits that had been accepted into the record of the arbitration hearing by the original arbitrator selected per Section 21.3. The Parties will cooperate with the JAMS case manager in compiling the record on appeal, and the JAMS case manager will provide the record to the appeal panel. No evidence not previously accepted by the original arbitrator will be considered by the appeal panel, unless the basis of the appeal is non-acceptance by the original arbitrator of certain evidence or unless the appeal panel determines that there is good cause to re-open the record pursuant to the applicable JAMS Arbitration Rules.

(iv)The Parties may elect to rely on the memoranda or briefs previously submitted to the original arbitrator. In the absence of such election, the JAMS case manager will obtain the agreement of the Parties on a briefing schedule. If no agreement is reached, the JAMS case manager will set a reasonable briefing schedule.

(v)The appeal panel will conduct an oral argument if all Parties request such argument or may conduct oral argument, in complex cases or unusual circumstances, on its own initiative. If there is to be oral argument, the JAMS case manager will obtain the agreement of the Parties on both the date of such argument and the duration, including the allocation of time. In the absence of agreement, the appeal panel will set the date and duration of the oral argument, including the allocation of time.

21.7.3Once an appeal has been timely filed, the arbitration award is no longer considered final for purposes of seeking judicial enforcement, modification or vacating pursuant to the applicable JAMS Arbitration Rules.

21.7.4The appeal panel will apply the same standard of review that the first-level appellate court in the applicable California jurisdiction would apply to an appeal from the trial court decision. The appeal panel will respect the evidentiary standard set forth in Rule 22(d) of the JAMS Comprehensive Arbitration Rules, as amended. The appeal panel may affirm, reverse or modify an award. The appeal panel may not remand to the original arbitrator, but may re-open the record in order to review evidence that had been improperly excluded by the original arbitrator or evidence that is now necessary in light of the panel’s interpretation of the relevant substantive law. A three-member appeal panel will make its decision by majority vote and, absent good cause for an extension, will issue the decision within twenty-one (21) calendar days of the date of either oral argument, the receipt of the new evidence or receipt of the record and of all briefs, whichever is applicable or later. The appeal panel’s decision will consist of a written statement, unless all Parties agree otherwise.

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21.7.5If a Party refuses to participate in the appeal procedure set forth herein after having agreed to do so, the appeal panel will maintain jurisdiction over the appeal and will consider the appeal as if all Parties were participating, including retaining the authority to modify any arbitration award or element of an arbitration award that had previously been entered in favor of the non-participating Party, assuming it finds that the record, after application of the appropriate standard of appeal, justifies such action.

21.7.6After the appeal panel has rendered a decision, JAMS will issue the decision by serving copies on the Parties. Service will be deemed effective five (5) calendar days after deposit in the U.S. Mail. Upon service of the appeal panel decision, the arbitration award will be final for purposes of judicial review.

21.8Severability. If for any reason all or part of this arbitration provision is held to be invalid, illegal, or unenforceable in any respect under any applicable law or regulation in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other part of this arbitration provision or any other jurisdiction, but this provision shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable part or parts of this arbitration provision had never been contained herein, consistent with the general intent of the Parties, as evidenced herein, insofar as possible.

I have read Section 21 herein and irrevocably agree to arbitrate any dispute as identified above. /s/ JS            (Executive’s Initials).

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above.

ASIANADA, INC.
By:	/s/ Charles Bentz
Name:	Charles Bentz
Title:	Chief Financial Officer
/s/ Jeffrey Schwartz
Jeffrey Schwartz

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EX-10.4

ASIANADA, INC.

AMENDMENT TO 2007 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN

This Amendment (the “Amendment”) to the Asianada, Inc. (the “Company”) 2007 Employee, Director and Consultant Stock Plan (the “Plan”), is hereby effective as of December 2, 2008. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Plan.

WHEREAS, the Company enacted the Plan in accordance with the purposes set forth therein; and

WHEREAS, Section 31 of the Plan reserves to the Company’s board of directors (the “Board”) the power in its discretion to amend the Plan at any time and from time to time subject to applicable law and the rights of the Participants on the date of such action; and

WHEREAS, the Board deems it appropriate to amend the Plan to increase the aggregate number of Shares which may be issued from time to time pursuant to the Plan from one million (1,000,000) shares to four million (4,000,000) shares.

NOW, THEREFORE, the Plan is hereby amended as set forth below:

1.Section 3(a) of the Plan is hereby amended by deleting “one million (1,000,000)” from the second line thereof and inserting “four million (4,000,000)” in its place.

2. The Plan shall remain in full force and effect except as specifically amended herein.

EX-99.1

Jeffrey Schwartz Joins Lateral Media, Inc. as

Chairman and CEO

(Asianada Changes its Name to Lateral Media, Inc.)

BEVERLY HILLS, Calif. – December 8, 2008 –Asianada, Inc. (OTCBB:ASND - News) announced today that Jeffrey Schwartz has joined as its Chairman and CEO and that certain assets have been acquired from Grupo Grandioso, LLC. Asianada is also announcing a name change to Lateral Media, Inc. The company anticipates a change in its stock ticker symbol in the future.

Lateral Media’s strategic focus is acquiring various types of companies in performance marketing and online publishing. Lateral Media will accomplish this by utilizing the combined strengths of its media industry relationships and expertise of its officers and directors, including Jeffrey Schwartz, as Chairman and CEO of Lateral Media and Robert Ellin, Partner, Trinad Capital.

Mr. Schwartz brings significant experience to Lateral Media, having been president and CEO of both Autobytel and Autoweb, leading automotive marketing services companies traded on Nasdaq, and as a senior executive at The Walt Disney Company. Most recently, Mr. Schwartz was founder and managing partner of Vertical Passion Media, LLC, a media and marketing services company building advertising and web publishing assets.

“We are pleased to be founding Lateral Media with a talented partner like Jeffrey Schwartz. He brings a combination of online marketing experience and a proven ability to create shareholder value. We anticipate building a great company in partnership with Jeffrey,” said Robert Ellin, Partner at Trinad Capital.

About Lateral Media, Inc.

Lateral Media, Inc. is a development stage company whose mission is to build a unique combination of online publishing and performance marketing companies through asset acquisition, merger, exchange of capital stock, or other business combination with a domestic or foreign business. For more information please consult www.lateralmedia.net

Safe Harbor

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, about Lateral Media. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Lateral Media’s management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: general economic conditions; geopolitical events and regulatory changes; requirements or changes adversely affecting the businesses in which Lateral Media will be engaged; demand for the products and services that Lateral Media provides, as well as other relevant risks detailed in Lateral Media's filings with the Securities and Exchange Commission. The information set forth herein should be read in light of such risks. Lateral Media assumes no obligation to update the information contained in this press release.

Contact:

Lateral Media, Inc.

Michael Saltzman,

Saltzman Communications

310-271-5789

Michael@saltzmanpr.com