ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this " Agreement ") is entered into on

Asset Purchase Agreement (this "Agreement") is

entered into on July 31, 2009, by and between Atrinsic, Inc., a Delaware

corporation ("Purchaser"), and

Shopit, Inc., a Delaware corporation ("Seller"). Purchaser

and Seller are referred to collectively herein as the "Parties."

Agreement contemplates a transaction in which Purchaser will purchase

substantially all of the assets (and assume certain of the liabilities) of

Seller relating to the Business in return for the Purchase Price.

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.

"Accredited Investor"

has the meaning set forth in Regulation D promulgated under the Securities

means all right, title, and interest in and to all of the assets of Seller

relating to the Business, including all of Seller's (a)

Intellectual Property, goodwill associated therewith, licenses and sublicenses

granted and obtained with respect thereto, and rights thereunder, remedies

against infringements thereof, and rights to protection of interests therein

under the laws of all jurisdictions, (b) websites, (c) tangible personal

property, (d) agreements and contracts necessary to operate the Business and all

other contracts listed on Schedule 3(o) hereto, (e) customer lists, creative

materials, advertising and promotional materials, studies, reports, and other

printed or written materials, (f) subscriber database, (g) the telephone,

facsimile and other telecom numbers and codes set forth on Schedule 1 and (h)

claims, deposits, prepayments, refunds, causes of action, choses in action,

rights of recovery, rights of set off, and rights of recoupment directly related

to (a) through (g), provided, however, that the

Acquired Assets shall not include (i) Seller's certificate of formation,

qualifications to conduct business as a corporation, arrangements with

registered agents relating to foreign qualifications, taxpayer and other

identification numbers, seals, minute books, stock transfer books, stock

certificates, and other documents relating to the organization, maintenance, and

existence of Seller as a corporation, (ii) any of the rights of Seller under

this Agreement (or under any side agreement between Seller on the one hand and

Purchaser on the other hand entered into on or after the date of this

Agreement), (iii) Cash, (iv) bank accounts, (v) accounts receivable, (vi) Leased

Real Property, (vii) prepaid expenses, advance payments and deposits to the

extent that such prepaid expenses, advance payments and deposits are not

directly related to (a) through (g) above, (viii) refunds, overpayments and

rebates of Taxes and other governmental charges, (ix) all life insurance

policies on officers and other employees of Seller and all other insurance

policies of the Seller, including E&O and D&O policies, and rights

arising from any refunds due (including, but not limited to, retrospective

premium adjustment) with respect to insurance premium payments, (x) all

telephone, facsimile and other telecom numbers and codes of Seller not set forth

on Schedule 1, (xi) Tax Returns, Tax and financial records and reports and other

documents and records pertaining to Seller's operation of the Business that

Seller is required by law to retain or that will be necessary or advisable for

Seller to retain, in its reasonable discretion, for tax or related purposes;

provided that Purchaser

will be provided with and entitled to retain a copy of all such retained

records, and (xii) the assets listed on Schedule 2(a).

"Acquired Contracts"

means those contracts and agreements set forth on Schedule 3(o)

"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.

respect to any Person, means any other Person that, directly or indirectly, is

controlled by, controls or is under common Control with that

means any affiliated group within the meaning of Code Section 1504(a) or any

similar group defined under a similar provision of state, local, or foreign

"Assumed Liabilities"

means (i) all Liabilities and obligations of Seller set forth on Schedule 2(b), and

(ii) all Liabilities and obligations directly relating to the Acquired Assets

including without limitation the Acquired Contracts set forth on Schedule

3(o). The Assumed Liabilities shall not include any other

Liability or obligation of Seller, including, without limitation, (i) any

Liability of Seller for Taxes, (ii) any Liability of Seller for income,

transfer, sales, use, and other Taxes arising in connection with the

consummation of the transactions contemplated hereby (including any income Taxes

arising because Seller is transferring the Acquired Assets), (iii) any Liability

of Seller for the unpaid Taxes of any Person under Reg. Section 1.1502-6 (or any

similar provision of state, local, or foreign law), as a transferee or

successor, by contract, or otherwise, (iv) any obligation of Seller to indemnify

any Person by reason of the fact that such Person was a director, officer,

employee, or agent of Seller or was serving at the request of Seller as a

partner, trustee, director, manager, officer, employee, or agent of another

entity (whether such indemnification is for judgments, damages, penalties,

fines, costs, amounts paid in settlement, losses, expenses, or otherwise and

whether such indemnification is pursuant to any statute, charter document,

operating agreement, or otherwise), (v) any Liability of Seller for costs and

expenses incurred in connection with this Agreement and the transactions

contemplated hereby, or (vi) any Liability or obligation of Seller under this

Agreement (or under any side agreement between Seller on the one hand and

Purchaser on the other hand entered into on or after the date of this

"Business" means the

business of developing, marketing, distributing, servicing and/or otherwise

exploiting ecommerce store

applications for users of social networking sites to sell goods and

"Cash" means cash on

hand and on deposit in banks and other financial institutions and cash

equivalents (including marketable securities and short-term bonds and other

investments) calculated in accordance with GAAP applied on a basis consistent

with the preparation of the Financial Statements.

meaning set forth in Section 2(d) below.

"Closing Date" has the

meaning set forth in Section 2(d) below.