ASSET PURCHASE AGREEMENT BY AND AMONG VitalStream Holdings, Inc., PlayStream, Inc., and PlayStream, LLC April 27, 2005

            A.             PlayStream is in the business of providing Internet streaming, support and related services (the "Business").

            B.             PlayStream desires to sell substantially all of its assets and certain liabilities related to the Business to Buyer, and Buyer desires to purchase such assets and assume such liabilities from PlayStream, in exchange for consideration set forth herein, all upon the terms and subject to the conditions of this Agreement.

            C.             PlayStream and the Buying Parties are willing to make certain representations, warranties, covenants and agreements in connection with such sale and purchase.

            D.             It is intended that such sale and purchase shall not constitute a reorganization within the meaning of Section 368 of the Code or under any other relevant section of the Code, and that this Agreement shall not constitute a "plan of reorganization" for purposes of Section 368 of the Code.

            Now, therefore, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows:

            "Accrued Liabilities" shall have the meaning set forth in Section 2(b)(i)(A).

            "Acquired Assets" means all of the assets owned or used by PlayStream as of March 31, 2005, plus any assets acquired in the Ordinary Course of Business since the date of the Most Recent Balance Sheet and on or before the Closing Date and less any properties or assets disposed of in the Ordinary Course of Business since the date of the Most Recent Balance Sheet and on or before the Closing Date, including, without limitation, all of its (a) real property, leaseholds and subleaseholds therein, improvements, fixtures, and fittings thereon, and easements, rights-of-way, and other appurtenants thereto (such as appurtenant rights in and to public streets), (b) tangible personal property (such as computers, servers, racks, machinery, equipment, goods, furniture, automobiles, trucks, tools, and replacement parts), (c) Intellectual Property, remedies against infringements thereof, (d) rights and benefits under leases, subleases, and rights thereunder, (e) rights and benefits under Acquired Contracts, agreements, contracts, indentures, mortgages, instruments, Encumbrances, guaranties, other similar arrangements, and rights thereunder, (f) accounts, notes, and other receivables, (g) securities (such as the capital stock in its Subsidiaries), (h) claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment (including any such item relating to the payment of Taxes), (i) franchises, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from governments and governmental agencies, (j) books, records, ledgers, files, documents, correspondence, lists, plats, plans, drawings, and specifications, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials, (k) Cash (including all monies contained in all bank, trust, lock box, sweep or similar accounts), and (l) accounts receivable; provided, however, that the Acquired Assets shall not include any of the foregoing to the extent expressly included in the Excluded Assets.

            "Adverse Consequences" means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, obligations, Taxes, liens, losses, expenses, and fees, including court costs and attorneys' fees and expenses.

            "Affiliate" has the meaning set forth in Rule 12b-2 of Regulation 12B promulgated under the Securities Exchange Act.

            "Agreement" has the meaning set forth in the preface above.

            "Assumed Liabilities" shall have the meaning set forth in Section 2(b)(i).

            "Assumed Severance Liability" shall have the meaning set forth in Section 2(b)(i)(E).

            "Authorized Buyer Party" shall mean ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chief Operating Officer, President and Director of Holdings, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Chief Financial Officer of Holdings, or ▇▇▇▇▇▇ ▇▇▇▇, General Counsel of Holdings.

             "Business" has the meaning set forth in the recitals above.

            "Buyer" has the meaning set forth in the preface above.

            "Buying Parties" has the meaning set forth in the preface above.

            "Cancellation and Service Credit Obligations" shall have the meaning set forth in Section 2(b)(i)(C).

            "Cash" means cash and cash equivalents (including marketable securities and short-term investments) calculated in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements.

            "Cause" means (a) gross neglect or willful material breach of an employee's principal employment responsibilities or duties, (b) a final judicial adjudication of guilt, a guilty plea or plea of no contest by an employee with respect to a felony or a gross misdemeanor involving fraud, theft, conversion, embezzlement or other crime pertaining to the unlawful use or possession of another's property, (c) fraudulent conduct as determined by a court of competent jurisdiction in the course of an employee's employment with PlayStream, (d) the unreasonable refusal by an employee to perform the responsibilities or duties of the employee's position in any material respect, (e) intoxication, including without limitation the use of a prohibited controlled substance (without a valid prescription) during work hours, or (f) or a final judicial adjudication of guilt, a guilty plea or plea of no contest by an employee with respect to the use of prohibited controlled substances (without a valid prescription) at any time.

            "Class A Units" means Class A Units of PlayStream.

            "Class B Units" means Class B Units of PlayStream.

            "Closing" has the meaning set forth in Section 2(d) below.

            "Closing Date" has the meaning set forth in Section 2(d) below.

            "COBRA" means the requirements of Part 6 of Subtitle B of Title I of ERISA and Code Section 4980B.

            "Code" means the Internal Revenue Code of 1986, as amended.

            "Confidential Information" means any information regarding the business and affairs of PlayStream and its Subsidiaries or Holdings and its Subsidiaries that is not generally available to the public on the date hereto and that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, any Person. Information that may be included in Confidential Information includes matters of a technical nature (including Intellectual Property, know-how, computer programs, software, patented and unpatented technology, source-code, accounting methods, and documentation), matters of a business nature (such as information about contract forms, costs, profits, employees, promotional methods, markets, market or marketing plans, sales, and client accounts), plans for further development, and any other information meeting the definition of Confidential Information set forth above.

            "Controlled Group" has the meaning set forth in Code Section 1563.

            "Employee Transition Date" has the meaning set forth in Section 9(g).

            "Employee Benefit Plan" means any (a) nonqualified deferred compensation or retirement plan or arrangement, (b) qualified defined contribution retirement plan or arrangement which is an Employee Pension Benefit Plan, (c) qualified defined benefit retirement plan or arrangement which is an Employee Pension Benefit Plan (including any Multiemployer Plan), or (d) Employee Welfare Benefit Plan or material fringe benefit or other retirement, bonus, or incentive plan or program.

            "Employee Pension Benefit Plan" has the meaning set forth in ERISA Section 4(2).

            "Employee Welfare Benefit Plan" has the meaning set forth in ERISA Section 4(1).

            "Encumbrance" shall mean any mortgage, pledge, assessment, security interest, deed of trust, lease, lien, adverse claim, levy, charge or other encumbrance of any kind, or any conditional sale or title retention agreement or other agreement to give any of the foregoing in the future.

            "Environmental, Health, and Safety Requirements" shall mean all federal, state, local and foreign statutes, regulations, ordinances and other provisions having the force or effect of law and all judicial and administrative orders and determinations, and all contractual obligations concerning public health and safety, worker health and safety, and pollution or protection of the environment, including without limitation all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise or radiation, each as now or previously in effect.

            "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

            "ERISA Affiliate" means each entity which is treated as a single employer with PlayStream for purposes of Code Section 414.

            "Escrow Agent" has the meaning set forth in the Escrow Agreement.

            "Escrow Agreement" means the Escrow Agreement, dated as of the Closing Date, by and among Holdings, the Buyer, PlayStream and the Escrow Agent in the form of Exhibit A attached hereto, as amended, modified, restated, superseded or replaced from time to time.

            "Escrow Fund" has the meaning set forth in the Escrow Agreement.

            "Escrow Shares" has the meaning set forth in Section 2(c)(iv).

            "Excluded Assets" means (i) the charter documents, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, and other documents relating to the organization, maintenance, and existence of PlayStream as a limited liability company, (ii) any of the rights of PlayStream under this Agreement, any Transaction Document, any side agreement between PlayStream on the one hand and either of the Buying Parties on the other hand entered into on or after the date of this Agreement, and (iii) the assets listed on Exhibit B attached hereto.

            "Excluded Liabilities" shall have the meaning set forth in Section 2(b)(ii).

            "Fiduciary" has the meaning set forth in ERISA Section 4(21).

            "Financial Statements" has the meaning set forth in Section 4(g) below.

            "GAAP" means United States generally accepted accounting principles as in effect from time to time.

            "Good Reason" means, without an employee's express written consent:

(a)              (i) The assignment to the employee of duties, or limitation of the employee's responsibilities, inconsistent with the employee's title, position, duties, responsibilities and status with PlayStream to the extent such employee held such title, position, duties, responsibilities and status at all times from December 31, 2004 to Closing, or (ii) removal of the employee from, or failure to re-elect the employee to any of the employee's positions with PlayStream to the extent such employee held such positions at all times from December 31, 2004 to Closing, except in connection with the involuntary termination of the employee's employment for Cause or as a result of the employee's death or disability.

(b)             failure of Buyer to pay, or reduction by Buyer of, the employee's annual base salary, as reflected in Section 4(w) of the PlayStream Disclosure Schedule; or

(c)             the relocation of the principal place of the employee's employment to a location that is more than 50 miles further from the employee's principal residence than such principal place of employment immediately prior to the Closing.

            "Holdings Common Stock" means the common stock, $.001 par value, of Holdings.

            "Holdings" has the meaning set forth in the preface above.

            "Holdings' knowledge" is applicable to certain of those warranties and representations set forth in Section 5 of this Agreement or elsewhere in this Agreement, which are subject to the qualification "to Holdings' knowledge" or "to the knowledge of Holdings," or otherwise limited to matters "known" to Holdings. Holdings will be deemed to have "knowledge" of a matter if ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chief Operating Officer, President and Director of Holdings, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Chief Financial Officer of Holdings, or ▇▇▇▇▇▇ ▇▇▇▇, General Counsel of Holdings, has actual knowledge of the matter after making reasonable inquiry and reasonable diligence with respect to the matter in question.

            "Holdings Material Adverse Effect" shall mean an effect or effects which, individually or in the aggregate is materially adverse to the business, financial condition, assets, or operations of Holdings and its Subsidiaries, taken as a whole.

            "Indemnified Party" has the meaning set forth in Section 10(c) below.

            "Indemnifying Party" has the meaning set forth in Section 10(c) below.

            "Intellectual Property" means (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos, trade names, and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, including the trade name "PlayStream," (c) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all trade secrets and confidential business information (including research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (f) all computer software (including data, source code, and related documentation), (g) all other proprietary rights, (h) all copies and embodiments thereof (in whatever form or medium), and (i) with respect to each of the foregoing, all goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, and rights to protection of interests therein under the laws of all jurisdictions.

            "Liability" means any liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.

            "Market Value" means, with respect to the Holdings Common Stock, the average of the closing price, as reported by the principal United States market for the Holdings Common Stock, of the Holdings Common Stock on the twenty (20) trading days preceding the date of determination.

            "Most Recent Balance Sheet" means the balance sheet contained within the Most Recent Financial Statements.

            "Most Recent Financial Statements" has the meaning set forth in Section 4(g) below.

            "Most Recent Fiscal Month End" has the meaning set forth in Section 4(g) below.

            "Most Recent Fiscal Year End" has the meaning set forth in Section 4(g) below.

            "Most Recent Form 10-K" has the meaning set forth in Section 3(d)(i) below.

            "Multiemployer Plan" has the meaning set forth in ERISA Section 4(37).

            "Open Source Materials" has the meaning set forth in Section 4(m)(vi) below.

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

            "Party" has the meaning set forth in the preface above.

            "Person" means an individual, a partnership, a limited liability company, limited partnership, a limited liability partnership, a corporation, 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).

            "Permitted Encumbrances" means (a) liens of current taxes and assessments not yet delinquent, (b) liens imposed by law and incurred in the ordinary course of business for obligations not yet due to materialmen, warehousemen, landlords and the like, and (c) liens described in Section 4(e) of the PlayStream Disclosure Schedule.

            "PlayStream" has the meaning set forth in the preface above.

            "PlayStream Disclosure Schedule" has the meaning set forth in Section 4 below.

            "PlayStream Material Adverse Effect" shall mean an effect or effects which, individually or in the aggregate is materially adverse to the business, financial condition, assets, or operations of PlayStream and its Subsidiaries, taken as a whole.

            "PlayStream's knowledge" is applicable to certain of those warranties and representations set forth in Section 4 of this Agreement or elsewhere in this Agreement, which are subject to the qualification "to PlayStream's knowledge" or "to the knowledge of PlayStream," or otherwise limited to matters "known" to PlayStream. PlayStream will be deemed to have "knowledge" of a matter if ▇▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇, has actual knowledge of the matter after making reasonable inquiry and reasonable diligence with respect to the matter in question.

            "PlayStream's Representative" means ▇▇▇▇▇▇ ▇▇▇▇▇.

            "PlayStream's Standard Severance" means the severance arrangement described in Section 6 of the employee manual of PlayStream, as provided to the Buying Parties.

            "Prepaid Accounts" shall have the meaning set forth in Section 2(b)(i)(D).

            "Purchase Price" has the meaning set forth in Section 2(c) below.

            "Purchase Shares" has the meaning set forth in Section 2(c)(i) below.

            "▇▇▇▇ Capital" means ▇▇▇▇ Global Capital, LLC.

            "Reportable Event" has the meaning set forth in ERISA Section 4043.

            "SEC Filings" has the meaning set forth in Section 5(f).

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

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

            "Subsidiary" means any Person with respect to which a specified Person (or a Subsidiary thereof) previously owned or currently owns a majority of the equity interest or previously had or currently has the power to vote or direct the voting of sufficient securities to elect the primary governing body of that Person.

            "Tax" means 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), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

            "Tax Return" means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, any report on Schedule K-1 (Form 1041) and similar state or local reports of equity owner's shares of income, deductions, etc.

            "Third Party Claim" has the meaning set forth in Section 10(c)(i) below.

            "Transaction Documents" means this Agreement, the Escrow Agreement, the Warrants, the Employment Agreement with ▇▇▇▇▇▇ ▇▇▇▇▇, the ▇▇▇▇ of Sale, the Assignment and Assumption of Acquired Contracts, the Assignment of Intellectual Property, and any other document, schedule, letter, certificate or agreement attached hereto as an Exhibit or delivered pursuant to this Agreement or in connection with the transactions described herein.

            "Transaction Securities" means the Purchase Shares, the Warrants and the Warrant Shares.

            "Units" means Class A Units, Class B Units and any other membership unit, security or right that represents an ownership interest in PlayStream.

            "VitalStream Disclosure Schedule" has the meaning set forth in Section 5 below.

            "Warrants" has the meaning set forth in Section 2(c)(iii) below.

            "Warrant Shares" means the shares of Holdings Common Stock issuable upon the exercise of the Warrants.

                        (b)             Assumed /Excluded Liabilities.

                                     (i)             Assumed Liabilities. Subject to the conditions specified in this Agreement, on the Closing Date, Buyer will assume and agrees to pay, defend, discharge and perform as and when due the following liabilities and obligations of PlayStream (the "Assumed Liabilities") other than any of the following that are specifically identified in Section 2(b)(ii) as Excluded Liabilities:

                                     (B)          all Liabilities incurred by PlayStream in the Ordinary Course of Business between the Most Recent Fiscal Month End and the Closing Date;

                                     (C)          all amounts owed by PlayStream to Rose, ▇▇▇▇▇▇ and ▇▇▇▇▇▇ in excess of $20,000;

                                     (D)          all Liabilities and obligations under the Acquired Contracts (but not as a result of any breach or non-performance by PlayStream of any term of the Acquired Contract prior to Closing); and

                                     (A)          any of PlayStream's Liabilities or obligations under this Agreement or any other Transaction Document;

                                     (B)          any of PlayStream's Liabilities or obligations for expenses, income taxes or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby (including, without limitation, all attorneys', accountants' and brokers' fees, including any brokers' fees to ▇▇▇▇ Capital pursuant to that certain Engagement Letter dated January 25, 2005 between ▇▇▇▇ Capital and PlayStream; excluding the amounts identified in Section 2(b)(i)(C);

                                     (D)          except for the Assumed Severance Liability and the obligations with respect to accrued but unpaid paid time off described in Section 9(g), any Liabilities or obligations with respect to accrued wages payable to employees of PlayStream up to the Closing Date (even if such individuals are subsequently hired by the Buying Parties);

                                     (E)         any Liabilities or obligations with respect to any amount of Taxes (including interest, penalties and additions to such Taxes) that arose or accrued before the Closing Date in excess of the accrued amount identified on the Most Recent Balance Sheet;

                                     (F)          any of PlayStream's Liabilities or obligations arising by reason of any violation by PlayStream, its agents or affiliates of any federal, state, local or foreign law or any requirement of any governmental authority or by reason of any breach or alleged breach by PlayStream, its agents or affiliates of any agreement, contract, lease, commitment, instrument, judgment, order or decree (regardless of when any such violation or breach is asserted or alleged to have occurred); and

                                     (iii)             On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability not included within the definition of Assumed Liabilities.

                                     (i)             Holdings agrees to issue to PlayStream, and deliver to PlayStream or the Escrow Agent as provided in Section 2(c)(iv) below, with such legends and other restrictions as are described in Section 2(f), at the Closing, Three Million Seven Hundred Fifty Thousand (3,750,000) shares of Holdings Common Stock (the "Purchase Shares");

                                     (ii)             Buyer shall deliver to PlayStream, at the Closing, Five Hundred Thousand Dollars ($500,000);

                                     (iii)             Holdings shall transmit to PlayStream and deliver to PlayStream, with such legends and other restrictions as are described in Section 2(f), at the Closing, warrants for the purchase of up to Two Hundred Thousand (200,000) shares of Holdings Common Stock in the form attached hereto as Exhibit C (the "Warrants");

                                     (iv)             Holdings agrees to transmit to the Escrow Agent, to be held subject to the terms and conditions of the Escrow Agreement, Three Hundred Seventy-Five Thousand (375,000) of the Purchase Shares (the "Escrow Shares"). The Escrow Shares shall be available to satisfy any amounts owed by PlayStream to the Buying Parties pursuant to Section 10 of this Agreement, subject to the terms of this Agreement and the Escrow Agreement. Any portion of the Escrow Shares not used to offset indemnifiable losses as specified in Section 10 below (or reserved with respect to claimed losses related to litigation pending or threatened in writing) shall be released by the Escrow Agent to PlayStream as provided in the Escrow Agreement.

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT."

In the absence of a registration statement covering the transfer of a Purchase Share, PlayStream or any subsequent holder desiring to transfer a Purchase Share first must furnish Holdings with a written opinion reasonably satisfactory to Holdings in form and substance from counsel reasonably satisfactory to Holdings by reason of experience to the effect that the holder may transfer the Purchase Share as desired without registration under the Securities Act.

                         (d) Access to Data/Representations.

                                     (i) PlayStream acknowledges and represents that in making the decision to acquire the Purchase Shares and Warrants it has relied solely upon (A) representations and warranties of the Buying Parties contained in this Agreement and the other Transaction Documents, (B) written information provided by Holdings or Buyer directly to PlayStream, and (C) information contained in the Annual Report on Form 10-K for the year ended December 31, 2004 (the "Most Recent Form 10-K") filed by Holdings with the Securities and Exchange Commission and Current Reports on Form 8-K filed by Holdings since January 1, 2005 with the Securities and Exchange Commission.

                                     (ii) PlayStream represents and affirms that none of the following information has ever been represented, guaranteed or warranted to PlayStream, expressly or by implication, by any Person: (A) the approximate or exact length of time that PlayStream will be required to remain a security holder of Holdings; (B) the percentage of profit and/or amount of or type of consideration, profit or loss to be realized, if any, as a result of an investment in Holdings; or (C) the possibility that the past performance or experience on the part of Holdings or any affiliate, or any officer, director, employee or agent of the foregoing, might in any way indicate or predict the results of ownership of any of the Purchase Shares or the potential success of Holdings' operations.

                                     (i)             none of PlayStream and its Subsidiaries has sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;

                                     (ii)           none of PlayStream and its Subsidiaries has entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $20,000 or outside the Ordinary Course of Business;

                                     (iii)          no party (including any of PlayStream and its Subsidiaries) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $20,000 to which any of PlayStream and its Subsidiaries is a party or by which any of them is bound;

                                     (iv)          none of PlayStream and its Subsidiaries has imposed any Encumbrance (other than Permitted Encumbrances) upon any of its assets, tangible or intangible;

                                     (v)          none of PlayStream and its Subsidiaries has made any capital expenditure (or series of related capital expenditures) either involving more than $20,000 or outside the Ordinary Course of Business;

                                     (vi)         (none of PlayStream and its Subsidiaries has made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $20,000 or outside the Ordinary Course of Business;

                                     (vii)          none of PlayStream and its Subsidiaries has issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $20,000 singly or $50,000 in the aggregate;

                                     (viii)          none of PlayStream and its Subsidiaries has delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business;

                                     (ix)          none of PlayStream and its Subsidiaries has cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $20,000 or outside the Ordinary Course of Business;

                                     (x)          none of PlayStream and its Subsidiaries has granted any license or sublicense of any rights under or with respect to any Intellectual Property outside the Ordinary Course of Business;

                                     (xi)          there has been no change made or authorized in the certificate of formation or limited liability company agreement of PlayStream or the charter documents of any of its Subsidiaries;

                                     (xii)          none of PlayStream and its Subsidiaries has issued, sold, or otherwise disposed of any of its Units or other equity interests, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its Units or other equity interests;

                                     (xiii)         none of PlayStream and its Subsidiaries has declared, set aside, or paid any dividend or made any distribution with respect to any of its Units or other equity interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Units or other equity interests;

                                     (xiv)          none of PlayStream and its Subsidiaries has experienced any damage, destruction, or loss (whether or not covered by insurance) to its property except in an amount less than $5,000 in the aggregate;

                                     (xvi)          none of PlayStream and its Subsidiaries has made any loan to, or entered into any other transaction with, any of its members, officers or employees (other than the payment of salary in the Ordinary Course of Business);

                                     (xvii)          none of PlayStream and its Subsidiaries has entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any such existing contract or agreement;

                                     (xviii)          none of PlayStream and its Subsidiaries has granted any increase in the base compensation of any of its officers and employees;

                                     (xix)          none of PlayStream and its Subsidiaries has adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan);

                                     (xx)          none of PlayStream and its Subsidiaries has made any other change in employment terms for any of its officers and employees outside the Ordinary Course of Business;

                                     (xxi)          none of PlayStream and its Subsidiaries has made or pledged to make any charitable or other capital contribution individually of $5,000 or greater outside the Ordinary Course of Business;

                                     (xxii)          there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of PlayStream and its Subsidiaries that could reasonably be expected to have a PlayStream Material Adverse Effect;

                                     (xxiii)          there has not been any material change in contingent obligations of PlayStream or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; and

                                     (xxiv)        none of PlayStream and its Subsidiaries has committed to any of the foregoing.

                                     (i)             Except as set forth on Section 4(k) of the PlayStream Disclosure Schedule, each of PlayStream and its Subsidiaries has filed all Tax Returns that it was required to file, and none of PlayStream and its Subsidiaries currently is the beneficiary of any extension of time within which to file any Tax Return. All such Tax Returns were correct and complete in all respects. All Taxes owed by any of PlayStream and its Subsidiaries (whether or not shown on any Tax Return) have been paid. No claim has ever been made by an authority in a jurisdiction where any of PlayStream and its Subsidiaries does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no Encumbrances (other than Permitted Encumbrances) on any of the assets of any of PlayStream and its Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax.

                                     (ii)             Each of PlayStream and its Subsidiaries has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.

                                     (iii)             No member, manager or officer (or employee responsible for Tax matters) of any of PlayStream and its Subsidiaries expects any authority to assess any additional Taxes for any period for which Tax Returns have been filed. There is no dispute or claim concerning any Tax Liability of any of PlayStream and its Subsidiaries either (A) claimed or raised by any authority in writing or (B) as to which PlayStream has Knowledge based upon personal contact with any agent of such authority. PlayStream has elected to be treated as a partnership for federal, state and local income tax purposes and is not obligated to pay income tax in any jurisdiction.

                                     (iv)             None of PlayStream and its Subsidiaries has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

                                     (v)             The unpaid Taxes of PlayStream and its Subsidiaries (A) did not, as of the Most Recent Fiscal Month End, exceed the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth in the Most Recent Balance Sheet (including any notes thereto) and (B) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of PlayStream and its Subsidiaries in filing their Tax Returns.

                                     (i)             Neither PlayStream nor any of its Subsidiaries owns any real property.

                                     (ii)             Section 4(l)(ii) of the PlayStream Disclosure Schedule lists and describes briefly all real property leased or subleased to any of PlayStream and its Subsidiaries. PlayStream has delivered to the Buyer correct and complete copies of the leases and subleases listed in Section 4(l)(ii) of the PlayStream Disclosure Schedule (as amended to date). With respect to each lease and sublease listed in Section 4(l)(ii) of the PlayStream Disclosure Schedule:

                                     (A)           the lease or sublease is legal, valid, binding, enforceable, and in full force and effect;

                                     (B)           to PlayStream's knowledge, the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby and by all of the Transaction Documents;

                                     (C)          to PlayStream's knowledge, no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder;

                                     (D)          to PlayStream's knowledge, no party to the lease or sublease has repudiated any provision thereof;

                                     (E)          to PlayStream's knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease;

                                     (F)          with respect to each sublease, the representations and warranties set forth in subsections (A) through (E) above are true and correct with respect to the underlying lease;

                                     (G)          none of PlayStream and its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold;

                                     (H)          to PlayStream's knowledge, all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations;

                                     (I)          all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and

                                     (J)          no amounts owed by PlayStream are past due under the lease or sublease.

                                     (i)             PlayStream and its Subsidiaries own or have the right to use pursuant to license, sublicense, agreement, or permission all Intellectual Property necessary for the operation of the businesses of PlayStream and its Subsidiaries as presently conducted and as presently proposed to be conducted up to Closing. Each of PlayStream and its Subsidiaries has taken all commercially reasonable action to maintain and protect their respective rights in each item of Intellectual Property that each of them owns or uses, and the confidentiality of each such item to the extent they own such item, or to the extent they do not own such item, to the extent they are obligated to protect such item's confidentiality. PlayStream has sourced and archived all of the development tools used in the creation and development of the Intellectual Property developed and owned by PlayStream.

                                     (ii)             None of PlayStream and its Subsidiaries has infringed upon, misappropriated, or otherwise violated any Intellectual Property rights of third parties that arise under the statutory or common laws within the United States (or rules promulgated thereunder). To PlayStream's knowledge, none of PlayStream and its Subsidiaries has infringed upon, misappropriated, or otherwise violated any Intellectual Property rights of third parties that arise under a statutory law, common law or other source other than statutory or common laws within the United States (or rules promulgated thereunder). None of the officers (and employees with responsibility for Intellectual Property matters) of PlayStream and its Subsidiaries has ever received any charge, complaint, claim, demand, or notice alleging any such infringement, misappropriation, or violation of any Person's Intellectual Property rights (including any claim that any of PlayStream and its Subsidiaries must license or refrain from using any Intellectual Property rights of any third party). To PlayStream's knowledge, no third party is infringing upon, misappropriating, or otherwise violating any Intellectual Property rights of any of PlayStream and its Subsidiaries.

                                     (iii)             Section 4(m)(iii) of the PlayStream Disclosure Schedule identifies each patent, copyright, trademark, service ▇▇▇▇ or other registration which has been issued to any of PlayStream and its Subsidiaries with respect to any of its Intellectual Property, identifies each pending application for a patent, copyright, trademark, service ▇▇▇▇ or other registration which any of PlayStream and its Subsidiaries has made with respect to any of its Intellectual Property, and identifies each license, agreement, or other permission which any of PlayStream and its Subsidiaries has granted to any third party with respect to any of its Intellectual Property. PlayStream has delivered to the Buyer correct and complete copies of all such patents, copyright registrations, trademarks, service marks, registrations, applications, licenses, agreements, and permissions (as amended to date) and has made available to Buyer correct and complete copies of other written documentation filed with or received from the United States Patent and Trademark Office or similar governmental agency evidencing ownership and prosecution (if applicable) of each such item. Section 4(m)(iii) of the PlayStream Disclosure Schedule also identifies each trade name or unregistered trademark used by any of PlayStream and its Subsidiaries in connection with any of its businesses. With respect to each item of Intellectual Property required to be identified in Section 4(m)(iii) of the PlayStream Disclosure Schedule:

                                     (A)             PlayStream and its Subsidiaries possess all right, title, and interest in and to the item, free and clear of any Encumbrance, license, or other restriction, and, to PlayStream's knowledge, free and clear of any enforceable claims of ownership by any Person, except for such licenses, agreements, and other permissions which any of PlayStream and its Subsidiaries has granted to any third party with respect to such item and which also are identified in Section 4(m)(iii) of the PlayStream Disclosure Schedule;

                                     (B)             the item is not subject to any binding outstanding injunction, judgment, order, decree, or other ruling of any court or government entity of competent jurisdiction;

                                     (C)             no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand has been initiated (with notice to PlayStream and its Subsidiaries) is pending or, to PlayStream's knowledge, is threatened which challenges the legality, validity, enforceability, use, or ownership of the item; and

                                     (D)             none of PlayStream and its Subsidiaries has any currently binding agreement to indemnify any Person for or against any infringement, misappropriation, or other violation with respect to the item, except for agreements entered into with suppliers or customers in the Ordinary Course of Business.

                                     (iv)             Section 4(m)(iv) of the PlayStream Disclosure Schedule identifies each item of Intellectual Property that any third party owns and that any of PlayStream and its Subsidiaries uses pursuant to license, sublicense, agreement, or permission (other than certain off-the-shelf software with a purchase or license price of less than $5,000). PlayStream has delivered to the Buyer correct and complete copies of all such licenses, sublicenses, agreements, and permissions (as amended to date). With respect to each item of Intellectual Property required to be identified in Section 4(m)(iv) of the PlayStream Disclosure Schedule:

                                     (A)             to PlayStream's knowledge, the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect;

                                     (B)             the consummation of the transactions contemplated hereby and the Parties' performance as required under the other Transaction Documents will not affect the license's, sublicense's, agreement's, or permission's legality, validity, binding nature, enforceability, or existence and the same shall remain in full force and effect on identical terms;

                                     (C)             to PlayStream's knowledge, no party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder;

                                     (D)             to PlayStream's knowledge, no party to the license, sublicense, agreement, or permission has informed any other party thereto that it repudiates any provision thereof;

                                     (E)             with respect to each sublicense, to PlayStream's knowledge, the representations and warranties set forth in subsections (A) through (D) above are true and correct with respect to the underlying license;

                                     (F)             the underlying item of Intellectual Property is not subject to any binding outstanding injunction, judgment, order, decree, or other ruling of any court or government entity of competent jurisdiction;

                                     (G)             no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand has been initiated (with notice to PlayStream or its Subsidiaries) with respect to such item nor is pending nor, to PlayStream's knowledge is threatened, which challenges the legality, validity, or enforceability of the underlying item of Intellectual Property; and

                                     (H)             none of PlayStream and its Subsidiaries has granted any sublicense or similar right with respect to the license, sublicense, agreement, or permission; provided that PlayStream grants a sublicense for streaming technologies to all customers using PlayStream's services, as set forth in PlayStream's terms and conditions of use.

                                     (v)             To PlayStream's knowledge, none of PlayStream and its Subsidiaries will infringe upon, misappropriate, or otherwise violate any Intellectual Property rights of third parties as a result of the continued operation of its Business as presently conducted and as presently proposed to be conducted up to Closing.

                                     (vi)             Section 4(m)(vi) of the PlayStream Disclosure Schedule lists all software that is distributed pursuant to any license that requires, as a condition of modification and/or distribution of software subject to such license, that (A) such software and/or other software combined and/or distributed with such software be disclosed or distributed in source code form, or (B) such software and/or other software combined and/or distributed with such software and any associated intellectual property be licensed on a royalty free basis (including for the purpose of making additional copies or derivative works) (including but not limited to the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), and the Sun Industry Standards License (SISL)) ("Open Source Materials") that is both material to and used in the business and operation of PlayStream and its Subsidiaries, and describes the manner in which such Open Source Materials are or were used. Such description shall include, without limitation, whether (and, if so, how) the Open Source Materials were modified or distributed by PlayStream and its Subsidiaries. Neither PlayStream nor any of its Subsidiaries has (X) incorporated Open Source Materials into, or combined Open Source Materials with, the Intellectual Property of PlayStream or any of its Subsidiaries or any of their products, or (Y) distributed any of the Intellectual Property or products of PlayStream or its Subsidiaries as part of a whole which is a work based on Open Source Materials.

                                     (vii)             Except as set forth on Section 4(m)(vii) of the PlayStream Disclosure Schedule, all of the employees of PlayStream and its Subsidiaries have entered into invention assignment and confidentiality agreements under which such employees have assigned to PlayStream all Intellectual Property conceived or reduced to practice in connection with their employment at PlayStream (subject to exceptions to the assignment of inventions required by applicable law) and agreed not to use or disclose, other than for the benefit of PlayStream, all confidential information of PlayStream.

(n) Tangible Assets. PlayStream and its Subsidiaries own or lease all buildings and related heating, ventilation and air conditioning systems, machinery, equipment, and other tangible assets reasonably necessary for the conduct of the Business as presently conducted and as presently proposed to be conducted up to Closing. Each such tangible asset is free from defects (patent and latent), has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it presently is used and presently is proposed to be used up to Closing.

                                     (i)             Section 4(p) of the PlayStream Disclosure Schedule lists the following contracts and other agreements to which any of PlayStream and its Subsidiaries is a party and that are in effect as of the date hereof:

                                     (A)             any agreement (or group of related agreements) for the lease of personal property to or from any Person that involves consideration in excess of $10,000 per year;

                                     (B)             any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, which by its terms will extend over a period of more than one year or involve consideration in excess of $10,000 per year;

                                     (C)             any agreement concerning a partnership or joint venture (for purposes of clarification this shall not include affiliate agreements in a form or forms provided by PlayStream to Holdings);

                                     (D)             any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, under which it has imposed an Encumbrance (other than Permitted Encumbrances) on any of its assets, tangible or intangible;

                                     (E)             any agreement imposing any material restriction on the right of PlayStream or any of its Subsidiaries to compete with any other Person;

                                     (F)             any agreement between PlayStream or its Subsidiaries and their Affiliates (other than PlayStream's limited liability company agreement);

                                     (G)             any Employee Benefit Plan, profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plan or arrangement for the benefit of its current or former directors, officers, and employees;

                                     (H) any collective bargaining agreement;

                                     (I)             any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis or providing severance benefits;

                                     (J)             any agreement under which it has advanced or loaned any amount to any of its current or former officers and employees;

                                     (K)             any supply or vendor agreement under which PlayStream receives any services, goods, or other items (including Internet bandwidth) the performance of which involves consideration in excess of $10,000 per year;

                                     (L)             any agreement under which the consequences of a default or termination could have a PlayStream Material Adverse Effect; or

                                     (ii)             PlayStream has delivered to the Buyer a correct and complete copy of each written agreement listed in Section 4(p) of the PlayStream Disclosure Schedule (as amended to date) and a written summary setting forth the terms and conditions of each oral agreement referred to in Section 4(p) of the PlayStream Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the consummation of the transactions contemplated hereby will not cause the agreement to cease being legal, valid, binding, enforceable, and in full force and effect, except as would not result in a PlayStream Material Adverse Effect; (C) PlayStream is not and, to PlayStream's knowledge, each other party is not in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) to PlayStream's knowledge, no party has repudiated any provision of the agreement.

                                     (i)             All notes and accounts receivable of PlayStream and its Subsidiaries are reflected properly on its Most Recent Balance Sheet and in its books and records, are valid receivables arising from bona fide transactions in the Ordinary Course of Business subject to no setoffs, claims or refusals to pay, are current and collectible in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth in the Most Recent Balance Sheet (including any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of PlayStream and its Subsidiaries. Schedule 4(q)(i) sets forth the aging schedule of the accounts receivable and notes receivable of PlayStream and its Subsidiaries as of the Most Recent Fiscal Month End.

                                     (ii)             Section 4(q)(ii) of the PlayStream Disclosure Schedule contains a listing of all accounts payable and notes payable (which shall include any service level agreement credits, services or goods that have been paid for but not provided or delivered, and similar items) that PlayStream and its Subsidiaries will owe (or have any Liability with respect to) as of the Most Recent Fiscal Month End. All such accounts payable and notes payable arose from bona fide transactions in the Ordinary Course of Business and, except as set forth in Section 4(q)(ii) of the PlayStream Disclosure Schedule, as of the Most Recent Fiscal Month End, no such account payable or note payable is delinquent by more than sixty (60) days in its payment.

                                     (iii)             Section 4(q)(iii) of the PlayStream Disclosure Schedule contains a listing of all obligations of PlayStream to provide cash or future services to past or current customers on account of such customer having cancelled service or otherwise being entitled to a service credit, as of April 13, 2005, and PlayStream has not incurred any obligation to provide cash or future services outside the Ordinary Course of Business after the Most Recent Fiscal Month End.

                                     (iv)             Section 4(q)(iv) of the PlayStream Disclosure Schedule contains a listing of all accounts for which customers have prepaid in excess of $1,000 for services to be provided by PlayStream and its Subsidiaries, including the name of the customer and the amount prepaid by such customer as of the Most Recent Fiscal Month End. PlayStream has not received any prepayments outside of the Ordinary Course of Business after the Most Recent Fiscal Month End.

                                     (i)             the name, address, and telephone number of the agent;

                                     (ii)             the name of the insurer, the name of the policyholder, and the name of each covered insured; and

                                     (iii)             the policy number and the period of coverage.

With respect to each such insurance policy: (A) the policy is legal, valid, binding, enforceable, and in full force and effect; (B) neither any of PlayStream and its Subsidiaries nor, to PlayStream's knowledge, any other party to the policy is in breach or default (including with respect to the payment of premiums or the giving of notices), and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, or permit termination, modification, or acceleration, under the policy; and (C) to PlayStream's knowledge, no party to the policy has repudiated any provision thereof. Each of PlayStream and its Subsidiaries has been covered since inception by insurance in scope and amount customary and reasonable for the businesses in which it has engaged during the aforementioned period and has never been denied coverage. Section 4(s) of the PlayStream Disclosure Schedule describes any self-insurance arrangements affecting any of PlayStream and its Subsidiaries.

                                     (i)             To PlayStream's knowledge, no executive, key employee, or group of employees has any plans to terminate employment with any of PlayStream and its Subsidiaries, and the employment relationship with each and every employee of PlayStream and its Subsidiaries is terminable at will by PlayStream or its Subsidiaries. Section 4(w) of the PlayStream Disclosure Schedule lists each employee of PlayStream or its Subsidiaries whose employment has been terminated within the last six months, the reasons for termination, and any allegations of violation of law, or threats of litigation, made to any representative of PlayStream in connection with such terminations. None of PlayStream and its Subsidiaries is a party to or bound by any collective bargaining agreement, nor has any of them experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining disputes. None of PlayStream and its Subsidiaries has committed any unfair labor practice. To PlayStream's knowledge no organizational effort is presently being made or threatened by or on behalf of any labor union with respect to employees of any of PlayStream and its Subsidiaries.

                                     (ii)             Section 4(w)(ii) of the PlayStream Disclosure Schedule attached hereto sets forth the name of each employee of PlayStream, and separately sets forth each such individual's current annual salary, and for the three (3) month period ended March 31, 2005, the amount of each such individual's salary, bonus payments and any other indirect compensation as well as the paid time off (in dollar value), holiday time and sick pay due to each employee of PlayStream as of March 31, 2005.

                                     (B)             All required reports and descriptions have been timely filed and distributed appropriately with respect to each such Employee Benefit Plan. The requirements of COBRA have been met with respect to each such Employee Benefit Plan which is an Employee Welfare Benefit Plan.

                                     (C)             All contributions (including all employer contributions and employee salary reduction contributions) which are due have been paid to each such Employee Benefit Plan which is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date which are not yet due have been paid to each such Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of PlayStream and its Subsidiaries. All premiums or other payments for all periods ending on or before the Closing Date have been paid with respect to each such Employee Benefit Plan which is an Employee Welfare Benefit Plan.

                                     (D)             PlayStream has delivered to the Buyer correct and complete copies of the plan documents and summary plan descriptions and all related trust agreements, insurance contracts, and other funding agreements which implement each such Employee Benefit Plan.

                                     (ii)             None of PlayStream, its Subsidiaries, and the other members of the Controlled Group that includes PlayStream and its Subsidiaries contributes to, ever has contributed to, or ever has been required to contribute to any Multiemployer Plan or has any Liability (including withdrawal liability as defined in ERISA Section 4201) under any Multiemployer Plan.

                                     (iii)             None of PlayStream and its Subsidiaries maintains or ever has maintained or contributes, ever has contributed, or ever has been required to contribute to any Employee Welfare Benefit Plan providing medical, health, or life insurance or other welfare-type benefits for current or future retired or terminated employees, their spouses, or their dependents (other than in accordance with Code Section 4980B).

                                     (i)             Each of PlayStream, its Subsidiaries, and their respective predecessors and Affiliates has complied and is in material compliance with all Environmental, Health, and Safety Requirements.

                                     (ii)             Without limiting the generality of the foregoing, each of PlayStream, its Subsidiaries and their respective Affiliates has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such permits, licenses and other authorizations is set forth in Section 4(z)(ii) of the PlayStream Disclosure Schedule.

                                     (iii)             Neither PlayStream, its Subsidiaries, nor their respective predecessors or Affiliates has received any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements.

                                     (iv)             To PlayStream's knowledge, none of the following exists at any property or facility owned or operated by PlayStream or its Subsidiaries: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas.

                                     (v)             None of PlayStream, its Subsidiaries, or their respective predecessors or Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to liabilities, including any liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Solid Waste Disposal Act, as amended or any other Environmental, Health, and Safety Requirements.

                                     (vi)             Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental, Health, and Safety Requirements.

                                     (vii)             Neither PlayStream, its Subsidiaries, nor any of their respective predecessors or Affiliates has, either expressly or by operation of law, assumed or undertaken any liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements.

                                     (viii)             No facts, events or conditions relating to the past or present office space of PlayStream, its Subsidiaries, or any of their respective predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental, Health, and Safety Requirements, including without limitation any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.

                                     (i)             During the twelve (12) month period ending on the date hereof, there has not been any material interruption or outage (other than as requested by a customer) in the provision by PlayStream or its Subsidiaries of services to the customers,

                                     (ii)             No customer of PlayStream or its Subsidiaries which generated average monthly revenues in the 6-month period ended on the Most Recent Fiscal Month End that accounted for in excess of $5,000 per month of the monthly revenues of the Business of PlayStream and its Subsidiaries, has terminated or threatened in writing to terminate its relationship, or any agreement, with PlayStream or its Subsidiaries or given notice of its intention not to renew its relationship or agreement with PlayStream or its Subsidiaries.

                                     (iii)             Section 4(cc)(iii) of the PlayStream Disclosure Schedule sets forth a complete and accurate list of the name of each customer of PlayStream and its Subsidiaries, together with the amount PlayStream billed such customer during the one-year period ended on the Most Recent Fiscal Month End. PlayStream has delivered to Buyer correct and complete copies of current and certain past versions of PlayStream's terms and conditions that apply to PlayStream's customers, other than terms and conditions that are terminable by the parties within 60 days. The terms and conditions governing PlayStream's provision of services to any and all of its customers include provisions limiting the liability of PlayStream to the same extent as the terms and conditions delivered to Buyer.

                                     (iv)             Section 4(cc)(iv) of the PlayStream Disclosure Schedule contains a listing of all suppliers and vendors of PlayStream and its Subsidiaries to which PlayStream or its Subsidiaries paid or were obligated to pay in excess of $10,000 during the one-year period ended on the Most Recent Fiscal Month End.

                                     (v)             Section 4(cc)(v) of the PlayStream Disclosure Schedule contains a listing of all material joint marketers, resellers and referral sources of the Business of PlayStream with which PlayStream has a written agreement, together with a form of such agreement.

                                     (i)             any change in the consolidated assets, liabilities, financial condition or operating results of Holdings from that reflected in the financial statements included in the Most Recent Form 10-K, except for changes in the Ordinary Course of Business which have not and could not reasonably be expected to have a Holdings Material Adverse Effect, individually or in the aggregate;

                                     (ii)             any declaration or payment of any dividend, or any authorization or payment of any distribution, on any of the capital stock of Holdings, or any redemption or repurchase of any securities of Holdings;

                                     (iii)             any material damage, destruction or loss exceeding $5,000, whether or not covered by insurance to any assets or properties of Holdings or any of its Subsidiaries;

                                     (iv)             any change or amendment to the Holdings charter or bylaws;

                                     (v)             any material difficulties with a labor union or labor union organizing activities with respect to employees of Holdings or any of its Subsidiaries;

                                     (vi)             the loss of the services of any key employee, or material change in the composition or duties of the senior management of Holdings or any of its Subsidiaries;

                                     (vii)             any material changes in compensation arrangements with any key executive officers or directors;

                                     (viii)             the loss or threatened loss in writing of any customer which accounted for more than $100,000 of PlayStream's revenue in 2004;

                                     (ix)             any material change in contingent obligations of Holdings or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; or

                                     (iii)             no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the material transactions contemplated by this Agreement, (B) cause any of the material transactions contemplated by this Agreement to be rescinded following consummation, (C) materially affect adversely the right of the Buyer to own the Acquired Assets or operate the business formerly operated by PlayStream, or (D) materially affect adversely the right of any of PlayStream's Subsidiaries to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);

                                     (iv)             PlayStream, its Subsidiaries, and the Buying Parties shall have received all other authorizations, consents, and approvals referred to in Section 4(c) and Section 5(c) above;

                                     (v)             Rose, ▇▇▇▇▇▇ and ▇▇▇▇▇▇ shall have completed, and delivered to PlayStream and Holdings an unqualified audit report with respect to, an audit of PlayStream's full financial statements for the Most Recent Fiscal Year End (including, but not limited to, the Balance Sheet, Income Statement and Statement of Cash Flows);

                                     (vi)             PlayStream shall have delivered to the Buying Parties a certificate executed by ▇▇▇▇▇▇ ▇▇▇▇▇ to the effect that each of the conditions specified above in Section 7(a)(i)-(iv) is satisfied in all respects;

                                     (vii)             PlayStream, and the other parties thereto, other than the Buying Parties, shall have executed and delivered, or be prepared to deliver at Closing, the

                                     (viii)             each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ shall have executed and delivered to Holdings copyright/inventions assignment, confidentiality, nonsolicitation and noncompetition agreements in form and substance reasonably satisfactory to the Buying Parties. ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have executed and delivered to Holdings a copyright/inventions assignment, confidentiality, and nonsolictation agreement in form and substance reasonably satisfactory to the Buying Parties.

                                     (ix)             PlayStream shall have delivered to the Buying Parties a PlayStream Disclosure Schedule dated as of the Closing Date and such PlayStream Disclosure Schedule shall not contain any disclosures not included in the PlayStream Disclosure Schedule delivered on the date of this Agreement except such disclosures related to events occurring after the date of this Agreement as, individually or in the aggregate, would not be reasonably likely to represent a PlayStream Material Adverse Effect;

                                     (x)             all actions to be taken by PlayStream in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buying Parties;

                                     (xi)             no material adverse change in the business of PlayStream or its Subsidiaries, Holdings or the Buyer shall have occurred; and

                                     (xii)             PlayStream shall have paid or shall be prepared to pay simultaneously with the Closing all fees owed to ▇▇▇▇ Capital in connection with the transactions contemplated by this Agreement.

The Buying Parties may waive any condition specified in this Section 7(a) if an Authorized Buyer Party executes a writing so stating at or prior to the Closing.

                                     (i)             the representations and warranties set forth in Section 5 above shall be true and correct in all material respects at and as of the Closing Date;

                                     (ii)             the Buying Parties shall have performed and complied in all material respects with all of their covenants hereunder that are to be performed prior to Closing;

                                     (iii)             no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the material transactions contemplated by this Agreement or (B) cause any of the material transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);

                                     (iv)             the Buying Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(c) above;

                                     (v)             the trading price of the Holdings Common Stock on the OTC Bulletin Board shall be above $.50 per share;

                                     (vii)             the Buying Parties shall have delivered to PlayStream a VitalStream Disclosure Schedule dated as of the Closing Date and such VitalStream Disclosure Schedule shall not contain any disclosures not included in the VitalStream Disclosure Schedule delivered on the date of this Agreement except such disclosures related to events occurring after the date of this Agreement as, individually or in the aggregate, would not be reasonably likely to represent a Holdings Material Adverse Effect;

                                     (viii)             the Buying Parties shall have (a) secured the release as of Closing of the personal guarantees or collateral pledged by any member of PlayStream that are set forth in Section 4(ee) of the PlayStream Disclosure Schedule, and (b) at the option of the Buying Parties, either secured the consent of Lexington State Bank to the transactions contemplated by this Agreement or agreed to pay at Closing all indebtedness of PlayStream to Lexington State Bank; and

                                     (ix)             the Buying Parties shall have executed and delivered, or be prepared to deliver at Closing, the

                                     (A)             Escrow Agreement in the form attached hereto as Exhibit A,

                                     (i)             Holdings and PlayStream may terminate this Agreement by mutual written consent at any time prior to the Closing;

                                     (ii)             Holdings may terminate this Agreement by giving written notice to PlayStream at any time prior to the Closing (A) in the event PlayStream has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, Holdings has notified PlayStream of the breach, and the breach has continued without cure for a period of 20 days after the notice of breach or (B) if the Closing shall not have occurred on or before May 31, 2005, by reason of the failure of any condition precedent under Section 7(a) hereof (unless the failure results primarily from the Buyer or Holdings itself breaching any representation, warranty, or covenant contained in this Agreement); and

                                     (iii)             PlayStream may terminate this Agreement by giving written notice at any time prior to the Closing (A) in the event the Buyer or Holdings has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, PlayStream has notified Holdings of the breach, and the breach has continued without cure for a period of 20 days after the notice of breach or (B) if the Closing shall not have occurred on or before May 31, 2005, by reason of the failure of any condition precedent under Section 7(b) hereof (unless the failure results primarily from PlayStream's breaching any representation, warranty, or covenant contained in this Agreement).

                                     (i)             PlayStream shall cause its members, managers, officers and employees to treat and hold as such all of the Confidential Information, refrain from using any of the Confidential Information except in connection with this Agreement, and deliver promptly to the Buyer or destroy, at the request and option of the Buyer, all embodiments and copies (in whatever form or medium) of the Confidential Information which are in his or its possession. In the event that any such Person is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, that Person will notify the Buyer and Holdings promptly of the request or requirement so that the Buyer and Holdings may seek an appropriate protective order or waive compliance with the provisions of this Section 9(d)(i). If, in the absence of a protective order or the receipt of a waiver hereunder, any such Person is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, that Person may disclose the Confidential Information to the tribunal; provided, however, that the disclosing Person shall use his or its reasonable best efforts to obtain, at the reasonable request of the Buyer or Holdings, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Buyer or Holdings shall designate. Without limiting the generality of the foregoing, any financial information PlayStream, or its managers, officers and employees, received from Holdings with respect to periods after December 31, 2004 will be kept confidential (and Persons that received such information will not purchase or sell securities of Holdings) until the date that is three business days after the filing of Holdings' quarterly report on Form 10-Q for the period ended March 31, 2005.

                                     (ii)             If the Closing does not occur, Holdings and the Buyer shall cause its officers, directors and employees to treat and hold as such all of the Confidential Information of PlayStream, refrain from using any of the Confidential Information of PlayStream except in connection with this Agreement, and deliver promptly to PlayStream or destroy, at the request and option of PlayStream, all embodiments and copies (in whatever form or medium) of the Confidential Information of PlayStream which are in his or its possession. In the event that any such Person is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information of PlayStream, that Person will notify PlayStream promptly of the request or requirement so that PlayStream may seek an appropriate protective order or waive compliance with the provisions of this Section 9(d)(ii). If, in the absence of a protective order or the receipt of a waiver hereunder, any such Person is, on the advice of counsel, compelled to disclose any Confidential Information of PlayStream to any tribunal or else stand liable for contempt, that Person may disclose the Confidential Information of PlayStream to the tribunal; provided, however, that the disclosing Person shall use his or its reasonable best efforts to obtain, at the reasonable request of PlayStream, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as PlayStream shall designate.

                                     (i)             In the event PlayStream breaches any of its representations and warranties contained in Sections 3 or 4 of this Agreement or any of its covenants contained in this Agreement, and, provided that the Buyer makes a written claim for indemnification against PlayStream pursuant to Section 10(c) below within the applicable survival period set forth in Section 10(a) above, then PlayStream agrees to indemnify the Buying Parties from and against the entirety of any Adverse Consequences the Buying Parties or any Affiliates of the Buying Parties may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buying Parties may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, or caused by the breach.

                                     (ii)             In the event any Buying Party breaches any of its representations or warranties contained in Section 5 of this Agreement or any of its covenants contained in this Agreement, and, provided that PlayStream makes a written claim for indemnification pursuant to Section 10(c) below within the applicable survival period set forth in Section 10(a) above, then Holdings agrees to indemnify PlayStream from and against the entirety of any Adverse Consequences PlayStream may suffer through and after the date of the claim for indemnification (including any Adverse Consequences PlayStream may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, or caused by the breach.

                                     (i)             If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under this Section 10, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.

                                     (ii)             Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder (including the payment in cash of all fees and costs associated with such defense), (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.

                                     (iii)             So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10(c)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably), unless the following shall apply (in which case the Indemnifying Party may settle and compromise such Third Party Claim without the prior written consent of the Indemnified Party): (x) there is no finding or admission of any violation of law or any violation of the rights of any Person and no affect on any other claims that may be made against the Indemnified Party; and (y) the sole relief provided is monetary damages that are paid in full in cash by the Indemnifying Party. If the Indemnified Party fails to consent to any settlement or compromise offer, the Indemnifying Party may continue to contest such Third Party Claim and, in such event, the maximum liability of the Indemnifying Party for such Third Party Claim shall not exceed such settlement or compromise offer.

                                     (iv)             In the event any of the conditions in Section 10(c)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith; provided that such judgment or settlement does not involve a finding or admission of any violation of law or any violation of the rights of any Person by the Indemnifying Party, there is no affect on any other claims that may be made against the Indemnifying Party, and the sole relief for which the Indemnifying Party may be responsible is monetary damages), (B) the Indemnifying Party will reimburse the Indemnified Party (with cash or Holdings Common Stock, as elected by the Indemnifying Party) promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, or caused by the Third Party Claim to the fullest extent provided in this Section 10.

                                     (i)             In the event the Buying Parties seek indemnification for Adverse Consequences pursuant to Section 10(b)(i) of this Agreement, the Buying Parties and their Affiliates shall first seek recourse against the Escrow Shares; provided that PlayStream may at its option elect to pay any indemnity in cash rather than shares of Holdings Common Stock.

                                     (ii)             No Buying Party shall be entitled to assert any claims against PlayStream until the aggregate amount of all losses for all Buying Parties and their Affiliates exceeds $50,000 (and then back to the first dollar of losses). PlayStream shall not be entitled to assert any claims against any Buying Party until the aggregate amount of all losses for PlayStream and its Affiliates exceeds $50,000 (and then back to the first dollar of losses).

                                     (iii)             The Purchase Shares shall serve as the exclusive recourse of the Buying Parties for Adverse Consequences pursuant to this Agreement (subject to PlayStream's right to elect to pay any indemnity in cash), other than for fraud. The aggregate liability of PlayStream, other than for fraud, shall in no event exceed $1,250,000, which shall (unless otherwise elected by PlayStream) come exclusively from the Purchase Shares, valued at the Market Value of such shares on the day such shares are delivered in satisfaction of an indemnification obligation pursuant to this Section 10.

If to PlayStream:

▇▇▇▇▇ Holdings, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇

and

▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

with a copy (which shall not constitute notice to PlayStream) to:

▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: 206-623-7022
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.

If to Holdings or the Buyer:

with a copy (which shall not constitute notice to Holdings or the Buyer) to:

▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.

or to such other address, to the attention of such other Person and/or with such other copy or copies as the recipient party has specified by prior written notice to the sending party. If any time period for giving notice or taking action expires on a day which is a Saturday, Sunday or legal holiday in the State of California (any other day being a "business day"), such time period shall automatically be extended to, the next business day immediately following such Saturday, Sunday or legal holiday.

*****

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

            I, ▇▇▇▇▇▇ ▇▇▇▇▇, in my capacity as President of PlayStream, LLC, a Washington limited liability company ("PlayStream"), pursuant to Section 7(a)(vii)(B) of that certain Asset Purchase Agreement dated as of April 27, 2005 (the "Agreement"), by and among PlayStream, VitalStream Holdings, Inc., and PlayStream, Inc., do hereby certify in the name of and on behalf of PlayStream that:

            Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

* * * * *

            IN WITNESS WHEREOF, I have signed this Financial Statement Certificate this 27th day of April, 2005.

               THIS ▇▇▇▇ OF SALE (this "▇▇▇▇ of Sale") is executed as of April 27, 2005 by PlayStream, LLC, a Washington limited liability company ("Seller"), in favor of PlayStream, Inc., a Nevada corporation ("Buyer"). Each capitalized term used but not defined herein shall have the meaning ascribed thereto under that certain Asset Purchase Agreement dated as of April 27, 2005 to which Buyer and Seller are parties (the "Purchase Agreement").

               1.          Assignment of Assets. Seller, for and in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Seller, hereby assigns, transfers, sets over and delivers to Buyer all right, title and interest in and to the Acquired Assets.

               2.           Further Assurances. Seller hereby agrees that it will, at the reasonable request and expense of Buyer, execute and deliver and will cause to be executed and delivered, such further instruments of assignment, transfer and conveyance as may be required to more effectively assign, transfer, set over, deliver to, and vest in, Buyer, its successors and assigns, title to and possession of the Acquired Assets.

               3.           Binding Effect. This ▇▇▇▇ of Sale shall be binding upon and inure to the benefit of Seller and Buyer and their respective heirs, executors, administrators, successors and assigns.

               4.           No Modification. This ▇▇▇▇ of Sale is made pursuant to the terms of the Purchase Agreement and does not create any additional obligations, covenants, representations and warranties or alter or amend any of the obligations, covenants, representations and warranties contained in the Purchase Agreement. The provisions of the Purchase Agreement shall survive the execution and delivery of this ▇▇▇▇ of Sale. In the event of any inconsistency between this ▇▇▇▇ of Sale and the Purchase Agreement, the Purchase Agreement shall control.

               5.           Construction. The headings of the sections and subsections of this ▇▇▇▇ of Sale are inserted as a matter of convenience and for reference purposes only and in no respect define, limit or describe the scope of this ▇▇▇▇ of Sale or the intent of any section or subsection.

               6.           Facsimile. A facsimile copy of this ▇▇▇▇ of Sale shall be valid as an original.

               7.           Choice of Law. This ▇▇▇▇ of Sale shall be governed by and construed in accordance with the domestic laws of the state of California without giving effect to any choice or conflict of law provision or rule (whether of the state of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the state of California.

               IN WITNESS WHEREOF, the undersigned executes this ▇▇▇▇ of Sale as of the date first written above.

(signature page follows)

               THIS ASSIGNMENT OF INTELLECTUAL PROPERTY (this "Assignment") is entered into as of the 27^th day of April, 2005, by PlayStream, LLC, a Washington limited liability company ("Assignor"), in favor of PlayStream, Inc., a Nevada corporation ("Assignee"). All capitalized terms not otherwise specifically defined herein shall have the meanings set forth in that certain Asset Purchase Agreement dated as of the 27^th day of April, 2005, to which Assignor and Assignee are parties (the "Purchase Agreement").

               WHEREAS, pursuant to the Purchase Agreement, Assignor has agreed to assign to Assignee the Intellectual Property; and

               WHEREAS, Assignor desires to assign all right, title and interest in and to the Intellectual Property to Assignee.

               NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby agrees with Assignee as follows:

               1.          Assignment. Assignor hereby assigns and transfers to Assignee all right, title and interest of Assignor in, to and under any Intellectual Property.

               2.           Binding Effect. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective heirs, executors, administrators, successors and assigns.

               3.           No Modification. This Assignment is made pursuant to the terms of the Purchase Agreement and does not create any additional obligations, covenants, representations and warranties or alter or amend any of the obligations, covenants, representations and warranties contained in the Purchase Agreement. The provisions of the Purchase Agreement shall survive the execution and delivery of this Assignment. In the event of any inconsistency between this Assignment and the Purchase Agreement, the Purchase Agreement shall control.

               4.           Construction. The headings of the sections and subsections of this Assignment are inserted as a matter of convenience and for reference purposes only and in no respect define, limit or describe the scope of this Assignment or of the intent of any section or subsection.

               5.           Choice of Law. This Assignment shall be governed by and construed in accordance with the domestic laws of the state of California without giving effect to any choice or conflict of law provision or rule (whether of the state of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the state of California.

               IN WITNESS WHEREOF, Assignor has caused this Assignment to be executed as of the date first set forth above.