asset purchase agreement this agreement is made as of this 12 : 01 a. m.. on the 1st day of november 2007, by and among sitestar corporation, a nevada corporation, with its principal place of business located at 7109 timberlake road, # 201, lynchburg, virginia ( the “ buyer ” ) and united systems access, inc. d / b / a u. s. a. telephone, a delaware corporation ( the “ seller ” ), with its principal place of business at 5 bragdon lane, kennebunk, maine. the seller and the buyer may sometimes be referred to herein individually as a “ party ” or collectively as “ parties. ” recitals : a. the seller owns all of the issued and outstanding capital stock of each of united systems access telecom, inc., a delaware corporation ( “ usat ” ), dfw internet services, inc., a texas corporation ( “ dfw ” ), and inreach internet, inc., a delaware corporation ( “ iri ” ) and dfw owns all of the issued and outstanding capital stock of each of august. net services, inc., a delaware corporation ( “ ani ” ), clover computer corporation, a delaware corporation ( “ ccc ” ), internet express, inc., a texas corporation ( “ iei ” ), shrevenet, inc., a delaware corporation ( “ sni ” ), ticon. net, inc., a delaware corporation ( “ tni ” ), world trade network, inc., a delaware corporation ( “ wti ” ), and the river internet access co., a delaware corporation ( “ ria ” ) and sni owns all of the issued and outstanding capital stock of shrevetel, inc., a louisiana corporation ( “ sti ” ) and ria owns all of the issued outstanding capital stock of sense networking, inc. ( “ snw ” ) ( collectively, usat, dfw, iri, ani, ccc, iei, sni, tni, wti, ria and snw are referred to as the “ operating companies ” and each as a “ operating company ” ) ; and b. among other services, the operating companies provide dial - up internet access for their customers. c. seller agrees to sell and buyer agrees to purchase certain assets, as defined below, of the