ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “ Agreement ”) is made as of this 12 th day of October, 2009, by and between PETSMOBILITY, INC., a Delaware Corporation (“ Buyer ”) and I Recycle LLC f/k/a Global Alerts, LLC, a Delaware limited liability company (“ Seller ”).

R E C I T A L S:

WHEREAS, Seller own certain assets used in connection with or relating to its online pet portal business focused on pet adoption, lost & found and pet health content known as Pets 911, Pets911.com, 1888-Pets911 and such other similar names (the “ Business ”);

WHEREAS, Seller desire to sell “as is where is”, and Buyer desires to purchase “as is where is”, selective assets comprising the Business, upon and subject to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties set forth herein, and in reliance thereon, Buyer and Seller agree as follows:

SECTION 1

DEFINITIONS

(a)   “As is where is” means In the present condition and at their current location. The purchaser is responsible for all handling, transport and insurance to remove goods from their current location. The assets do not include any kind of warranty and the buyer assumes the risk that the assets might be defective or damaged.

(b)   “ Affiliate ” shall mean another Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with such first Person.

(c)   “ Assumed Contracts ” means the contracts included among the Purchased Assets transferred by the Seller to the Buyer pursuant hereto and as set forth on Schedule 2.1(b) .

(d)   “ Assumed Liabilities ” means the liabilities and obligations of Seller assumed by Buyer under Section 2.5 of this Agreement, but not including the Excluded Liabilities.

(e)   “ Books and Records ” means all books of account and other financial records of Seller relating to the Business.

(f)   “ Closing ” means the act or acts by which the transactions contemplated by the Agreement are accomplished.

(g)   “ Closing Date ” unless otherwise agreed to by the parties hereto, shall mean the date of Closing.

(h)   “ Computer Software Assets ” means all Software, data rights, documentation and associated license, escrow, support and maintenance agreements used in connection with the Business on an as is where is basis. Buyer understands that seller does not have all licenses, documentation and support agreement on certain software applications installed on various computers being sold as part of the Asset Sale.

(i)   “ Control ” (which includes the terms “controlled by” or “under common control with”), with respect to a relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities by contract or otherwise, including the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

(j)   “ Employee Benefit Plans ” shall mean any pension plan, profit sharing plan, bonus plan, incentive compensation plan, deferred compensation plan, stock ownership plan, stock purchase plan, stock option plan, stock appreciation plan, retirement plan, retention plan, fringe benefit program, change-in-control plan, health, dental, life or disability plan, accident insurance plan, severance plan, sick leave plan, vacation plan, death benefit plan, supplemental unemployment plan, layoff or salary continuation plan, employee welfare plan or any other plan, program or policy, including without limitation any “employee benefit plan” as defined in Section 3(3) of ERISA, to provide income or benefits to active or former employees or directors of either Seller.

(k)   “ Excluded Assets ” means the assets of Seller specifically excluded from this Agreement pursuant to Section 2.2.

(l)   “ Excluded Liabilities ” means the liabilities and obligations of Seller not included in the Assumed Liabilities as set forth in Section 2.6.

(m)   “ Financial Statements ” shall have the definition set forth in Section 3.5.

(n)   “ Governmental Authority ” means the government of the United States, any state or political subdivision thereof, any foreign country and any entity exercising executive, legislative, regulatory or administrative functions of or pertaining to government.

(o)   “ Hired Employee ” shall have the definition set forth in Section 5.4(a).

(p)   “ Intellectual Property ” means all unpatented inventions, invention disclosures, multinational invention registrations, patents and patent applications (including, but not limited to, all reissues, divisions, continuations, continuations-in-part, extensions and re-examinations) and all rights therein provided by law, multinational treaties or conventions, all publications and copyrights, all trade secrets, know-how, formulas, and all common law and registered trademarks, trademark registrations, applications for trademark registrations, tradenames, or any derivation thereof, trade dress, brand names, service marks, logos, domain names, advertising and marketing materials used in connection with the Business.

(q)   “ Leases ” means leases of equipment and other tangible personal property, leases of real property and other leases of tangible or intangible personal property, in each case whether classified as a capital or operating lease for accounting purposes used in connection with the Business.

(r)   “ Liens ” means all mortgages, liens, pledges, charges, security interests, title retention or security agreements, claims, restrictions, leases, options, rights of first offer or first refusal, confidentiality or secrecy agreements, noncompetition agreements, defects in title and other encumbrances or rights of others with respect to any of the Purchased Assets.

(s)   “ Losses ” means all out of pocket costs and expenses (including reasonable attorneys’ fees and disbursements) suffered or incurred by a party. LOSSES SHALL NOT INCLUDE ANY LOSS OF USE, INTERRUPTION OF BUSINESS OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE,

(t)   “ Open Orders ” means all open orders for goods and services with customers of Seller relating to the Business, together with related purchase orders, contracts, subcontracts and accounts receivable and credit support associated therewith.

(u)   “ Permitted Liens ” shall mean (i) statutory liens for property Taxes and other governmental charges and assessments which are not yet due and payable

(v)   “ Permits ” means all governmental permits, licenses, registrations, orders and approvals relating to the Business, all of which are listed in Schedule 2.1(g) .

(w)   “ Person ” shall mean and include an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization or any other entity or organization, including a government or any department, agency or political subdivision thereof or any other legal entity.

(x)   “ Purchase Price ” means the consideration payable for the Purchased Assets under Section 2.3 of this Agreement.

(y)   “ Purchased Assets ” shall have the definition set forth in Section 2.1 hereof.

(z)   “ Software ” means all software owned, developed, licensed or used, including (i) all modifications, enhancements, fixes, updates, upgrades, bypasses and workarounds, (ii) the source code and object code for any of the foregoing and (iii) all operating systems, bridgeware, firmware, middleware and utilities.

(aa)   “ Territory ” shall mean worldwide .

(bb)   “ Tax ” or “ Taxes ” shall mean any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code Section 59A), custom duties, capital stock, franchise, profits, withholding, social security (or similar), FICA, workers’ compensation, unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative, or add-on minimum, estimated or other tax of any kind whatsoever, disputed or not, whether computed on a separate or consolidated, unitary or combined basis or in any other manner and such term shall include any interest, penalties or additions to tax attributable to such taxes, whether disputed or not.

(cc)   “ Technical Information ” means, with respect to the Business, all customer, dealer and supplier lists; serial number records; engineering, manufacturing, design, installation and other technical drawings, specifications and calculations; manufacturing and production processes and techniques; research and development information; operating, maintenance and repair manuals and instruction books; cost and estimating information, cost records, vendor data and other business records (including without limitation, sales histories); sales inquiries; consultant's reports; bills of material, test data and selected test material samples; advertising and promotional literature, including reproducible masters and all other commercial, sales, marketing, and technical data (including, but not limited to, data stored electronically or on other format, together with rights under any third party licenses necessary to use such data).

(dd)   “ Warranty Claim ” means a claim for the repair or replacement of products manufactured by the Business under unexpired warranties or for credits or price adjustments for such products, as a result of their failure to perform in accordance with the warranties made in connection with their sale.

SECTION 1.

THE PROPOSED TRANSACTION

(b) the Assumed Contracts and Leases, a list of which is set forth in Schedule 2.1(b) ;

(c) all computer hardware, telecommunications equipment and the Computer Software Assets, a list of which is set forth in Schedule 2.1(c) ;

(d)all Intellectual Property of Seller related to the Business, together with the goodwill associated therewith and symbolized thereby; and any licenses relating to the Intellectual Property used in or useful to the Business, whether to or from either Seller and all income, royalties, damages and payments due or payable with respect to any time on or after the Closing Date, including, without limitation, damages and payments for infringements or misappropriations of any thereof throughout the world after the Closing