AGREEMENT AND PLAN OF REORGANIZATION

                                  MODAVOX, INC.
                           KINO ACQUISITION SUB, INC.
                              KINO INTERACTIVE, LLC

      THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is dated as
of the latest date set forth on the signature page (the "Signature Date"), and
is among MODAVOX, INC., a Delaware corporation ("Modavox"); KINO ACQUISITION
SUB, INC., a Delaware corporation and wholly owned Subsidiary of Modavox to be
formed ("Subsidiary"); and KINO INTERACTIVE, LLC, an Arizona limited liability
company to be formed ("Kino"). Modavox, Subsidiary and Kino are sometimes
referred to individually as the "Party" and collectively as the "Parties."

                              STATEMENT OF PURPOSE

      A. The Boards of Directors of Modavox and Subsidiary and the members of
Kino deem it advisable and in the best interests of each entity and its
respective holders of equity interests that Modavox and Kino combine to advance
their long-term business interests;

      B. The combination of Modavox and Kino will be effected by the terms of
this Agreement through a transaction (the "Merger") in which (i) Kino will merge
with and into Subsidiary, and (ii) the members of Kino will become stockholders
of Modavox; and

      C. For federal income tax purposes, it is intended that the Merger will
qualify as reorganization within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended (the "Code").

                                    AGREEMENT

      In consideration of the foregoing and the respective representations,
warranties, covenants and agreements set forth below, the Parties agree as
follows:

                                    ARTICLE 1

                                   THE MERGER

1.1   EFFECTIVE TIME OF THE MERGER. Subject to the provisions of this Agreement,
      Modavox, Subsidiary and Kino will duly prepare, execute, acknowledge and
      deliver to the Delaware Secretary of State an Agreement of Merger in such
      form as is required by the relevant provisions of the Delaware Business
      Corporation Law (the "DBCL") for filing as soon as practicable on or after
      the Closing Date (as defined in Section 1.2). The Merger will be effective
      upon the filing of the Certificate of Merger to be filed with and accepted
      by the Delaware Secretary of State (the "Effective Time").
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1.2   CLOSING. The closing of the Merger (the "Closing") will take place at 1:00
      p.m., Arizona Time, in Phoenix, Arizona at a location Modavox specifies by
      not later than February 28, 2006 (the "Closing Date"), provided that the
      other closing conditions set forth in Article 6 have been met or waived as
      provided in Article 6 at or prior to the Closing,

1.3   EFFECTS OF THE MERGER. At the Effective Time (i) the separate existence of
      Kino will cease, and it will be merged with and into Subsidiary (sometimes
      hereinafter the "Surviving Entity"), (ii) the Certificate of Incorporation
      of Subsidiary will become the Certificate of Incorporation of the
      Surviving Entity, and (iii) the Bylaws of Subsidiary will become the
      Bylaws of the Surviving Entity. At and after the Effective Time, the
      Surviving Entity will possess all the rights, privileges, powers and
      franchises of a public as well as of a private nature, and be subject to
      all the restrictions, disabilities and duties of Kino; and all singular
      rights, privileges, powers and franchises of Kino, and all property, real,
      personal and mixed, and all debts due to Kino on whatever account, as well
      as for subscriptions for membership interests and all other things in
      action or belonging to Kino, will be vested in the Surviving Entity, and
      all property, rights, privileges, powers and franchises, and all and every
      other interest will be thereafter as effectually the property of the
      Surviving Entity as they were of Kino, and the title to any real estate
      vested by deed or otherwise, in Kino, will not revert or be in any way
      impaired but all rights of creditors and all liens upon any property of
      Kino will be preserved unimpaired, and all debts, liabilities and duties
      of Kino will thereafter attach to the Surviving Entity, and may be
      enforced against it to the same extent as if such debts and liabilities
      had been incurred by it.

1.4   DIRECTORS AND EXECUTIVE OFFICERS. The directors and executive officers of
      Modavox immediately prior to the Effective Time will be the initial
      directors, executive officers of the Surviving Entity, each of whom will
      hold office in accordance with the organizational documents of the
      Surviving Entity, until their respective successors are duly elected or
      appointed. In addition, Kino will have the right to appoint two additional
      directors to the board of directors of the Surviving Entity in addition to
      Nathan T. Bradley who has already been appointed to Modavox's Board of
      Directors.

                                    ARTICLE 2

                            CONVERSION OF SECURITIES

2.1   CONVERSION OF CAPITAL. As of the Effective Time, by virtue of the Merger
      and without any action on the part of the holder of any membership
      interests of Kino or capital stock of the Surviving Entity:


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      (a)   Capital Stock of Surviving Entity. Each issued and outstanding share
            of the capital stock of Subsidiary will be converted into and become
            one fully paid and nonassessable share of Common Stock of the
            Surviving Entity.

      (b)   Conversion of Kino's Membership Interests. Subject to Section 2.2,
            all of the issued and outstanding membership interests of Kino
            ("Kino's Membership Interests"), will be converted into the right to
            receive eight million (8,000,000) shares of Modavox Common Stock,
            two million (2,000,000) shares of Modavox Class A Convertible
            Preferred Stock and two million (2,000,000) shares of Modavox Class
            B Convertible Preferred Stock ("Merger Shares"). The Class A
            Convertible Preferred Stock will have the attributes described in
            the Certificate of Designation attached hereto as Exhibit 2.1(b-1).
            The Class B Convertible Preferred Stock will have the attributes
            described in the Certificate of Designation attached hereto as
            Exhibit 2.1(b-2). Kino's Membership Interests, when so converted,
            will no longer be outstanding and will automatically be canceled and
            retired and will cease to exist, and each holder of Kino's
            Membership Interests will cease to have any rights with respect
            thereto, except the right to receive the Merger Shares to be issued
            in consideration therefor in accordance with this Article 2.

      (c)   Exchange Procedures. Upon conversion of Kino's Membership Interests
            pursuant to Section 2.1(b) into the right to receive shares of
            Modavox Common Stock, each holder of the Kino Membership Interests
            will be entitled to receive in exchange therefor a certificate
            representing that number of whole Merger Shares which such holder
            has the right to receive pursuant to the provisions of Section
            2.1(b); provided, however, that the Modavox Escrow Shares and Kino
            Escrow Shares (as such terms are defined in Sections 2.3(a) and
            2.3(b)) shall be retained by the Escrow Agent (as such term is
            defined in Section 2.3(a)) in accordance with the provisions of the
            Escrow Agreement (as such term is defined in Section 2.3(a)). The
            Merger Shares (including the Kino Escrow Shares) and the Modavox
            Escrow Shares will be deemed to have been issued at the Effective
            Time.

      (d)   No Further Ownership Rights in Kino's Membership Interests. All
            shares of Modavox Common Stock issued upon the exchange of Kino's
            Membership Interests in accordance with the terms hereof will be
            deemed to have been issued in full satisfaction of all rights
            pertaining to Kino's Membership Interests, and there will be no
            further registration of transfers on the stock transfer books of the
            Surviving Entity of Kino's Membership Interests which were
            outstanding immediately prior to the Effective Time.

      (e)   No Fractional Shares. No certificate or scrip representing
            fractional shares of Modavox Common Stock will be issued upon the
            exchange of Kino's Membership Interests, and such fractional shares
            will not entitle the owner thereof to vote or to any rights of a
            stockholder of Modavox. If there are fractional shares, each member
            will round up such fractional share that is one-half or greater to
            the nearest whole number and round down to the nearest whole number
            for each fractional share that is less than one-half.


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2.2   STOCK ESCROW.

      (a)   Modovox Escrow Shares. In addition to the Merger Shares, one million
            two hundred thousand (1,200,000) shares of Modavox Common Stock (the
            "Modavox Escrow Shares") will be issued to each holder of the Kino
            Membership Interests pro rate in accordance with their Kino
            Membership Interests and deposited in escrow (the "Escrow") with the
            Company's transfer agent, Interwest Transfer Co., Inc. ("Escrow
            Agent"), to be held and administered in accordance with an Escrow
            Agreement, substantially in the form attached hereto as Exhibit 2.3
            (the "Escrow Agreement"). While in Escrow, all voting rights with
            respect to the Modavox Escrow Shares will reside with Modavox's
            Board of Directors. Any securities received by the Escrow Agent in
            respect of any Modavox Escrow Shares held in the Escrow as a result
            of any stock split or combination of shares of Modavox Common Stock,
            payment of a stock dividend or other stock distribution in or on
            shares of Modavox Common Stock, or change of Modavox Common Stock
            into any other securities pursuant to or as a part of a merger,
            consolidation, acquisition of property or stock, separation,
            reorganization or liquidation of Modavox, or otherwise, will be held
            by the Escrow Agent as, and will be included within the definition
            of, Modavox Escrow Shares. The Modavox Escrow Shares will be
            available to satisfy any indemnification obligations arising under
            Section 7.2 during the indemnification period specified in Section
            7.1.

      (b)   Kino Escrow Shares. 15% of the Merger Shares (the "Kino Escrow
            Shares") will be deposited in the Escrow with the Escrow Agent, to
            be held and administered in accordance with the Escrow Agreement,
            such Kino Escrow Shares to be withheld and deducted, pro rata, from
            the Merger Shares otherwise issuable to each holder of Kino's
            Membership Interests. By approving the Merger, the holders of the
            Merger Shares will agree to be bound with respect to the
            indemnification obligations of Kino arising under Section 7.3.
            Notwithstanding the escrow of the Kino Escrow Shares, dividends or
            other distributions declared and paid on such shares will continue
            to be paid by Modovox to the holders of Kino Escrow Shares and all
            voting rights with respect to such shares will inure to the benefit
            of and be enjoyed by such stockholders. Any securities received by
            the Escrow Agent in respect of any Kino Escrow Shares held in escrow
            as a result of any stock split or combination of shares of Modavox
            Common Stock, payment of a stock dividend or other stock
            distribution in or on shares of Modavox Common Stock, or change of
            Modavox Common Stock into any other securities pursuant to or as a
            part of a merger, consolidation, acquisition of property or stock,
            separation, reorganization or liquidation of Modavox, or otherwise,
            will be held by the Escrow Agent as, and will be included within the
            definition of, Kino Escrow Shares. The Kino Escrow Shares will be
            available to satisfy any indemnification obligations arising under
            Section 7.3 during the indemnification period specified in Section
            7.1.


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<PAGE>

2.3   STOCKHOLDER REPRESENTATIVE.

      (a)   Each holder of Kino's Membership Interests who has approved the
            Merger and received Merger Shares will have irrevocably authorized
            and appointed the chief executive officer of the Surviving
            Corporation (the "Stockholder Representative"), with full power of
            substitution and resubstitution, as such stockholder's
            representative and true and lawful attorney-in-fact and agent to
            execute in the name and on behalf of such stockholder the Escrow
            Agreement and any other agreement, certificate, instrument or
            document to be delivered by such stockholder in connection with the
            Escrow Agreement.

      (b)   The Stockholder Representative will not be liable for any act done
            or omitted hereunder or under the Escrow Agreement as the
            Stockholder Representative while acting in good faith and in the
            exercise of reasonable judgment. The stockholders on whose behalf
            the Kino Escrow Shares and Modavox Escrow Shares were contributed to
            the Escrow will indemnify the Stockholder Representative and hold
            the Stockholder Representative harmless against any loss, liability
            or expense incurred without gross negligence or bad faith on the
            part of the Stockholder Representative and arising out of or in
            connection with the acceptance or administration of the Stockholder
            Representative's duties hereunder and under the Escrow Agreement,
            including the reasonable fees and expenses of any legal counsel
            retained by the Stockholder Representative.

      (c)   A decision, act, consent or instruction of the Stockholder
            Representative will constitute a decision of the stockholders on
            whose behalf the Kino Escrow Shares and Modavox Escrow Shares were
            contributed and will be final, binding and conclusive upon such
            stockholders; and the Escrow Agent and the Indemnitee (as defined in
            Section 7.4) may rely upon any such decision, act, consent or
            instruction of the Stockholder Representative as being the decision,
            act, consent or instruction of such stockholders. The Escrow Agent
            and the Indemnitee are hereby relieved from any liability to any
            person for any acts done by them in accordance with such decision,
            act, consent or instruction of the Stockholder Representative.


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<PAGE>

                                    ARTICLE 3

                         REPRESENTATIONS AND WARRANTIES

3.1   REPRESENTATIONS AND WARRANTIES OF KINO. Kino hereby represents and
      warrants to Modavox that except as set forth on Kino's exceptions schedule
      ("Kino's Exceptions Schedule") attached hereto as Schedule 3.1:

      (a)   Organization and Standing. Kino is a limited liability company duly
            organized, validly existing and in good standing, all under the laws
            of the State of Arizona, and has all requisite power and authority
            to conduct its business in the place where the business is now
            conducted and to own, lease and operate its assets, as now
            conducted, owned, leased and operated. Kino is duly qualified or
            licensed to do business and is in good standing under the laws of
            each state or other jurisdiction in which the nature of the business
            or location of the assets requires such qualification or licensing,
            and where the failure to be so qualified or licensed and in good
            standing would not individually or in the aggregate have a material
            adverse effect on Kino.

      (b)   Authority. Kino has the full legal right, power, capacity and
            authority to enter into this Agreement and all other agreements,
            instruments and documents to be signed and delivered by Kino in
            connection herewith (the "Sale Documents"), and to carry out its
            obligations hereunder and thereunder. The managing members of Kino
            (i) has made assessments of the value of Kino and has taken other
            actions as to satisfy the fiduciary duties that must be satisfied by
            it to enable Kino to enter into this Agreement and to render this
            Agreement binding upon Kino in accordance with its terms and (ii)
            has duly approved the Sale Documents to which Kino is a party and
            has duly authorized the execution and delivery of the Sale Documents
            to which Kino is a party and the consummation of the transactions
            contemplated thereby. Kino has taken, or will prior to the Closing
            Date have taken, all actions necessary to authorize it to enter into
            and perform its obligations under this Agreement and the Sale
            Documents, and to consummate the transactions contemplated hereby.
            This Agreement has been duly executed and delivered by Kino, and
            this Agreement and the Sale Documents constitute the legal, valid
            and binding obligations of Kino enforceable against Kino in
            accordance with their terms.

      (c)   Compliance with Law. Kino has complied, and is in compliance, with
            all applicable federal, state and local laws, statutes, licensing
            requirements, rules and regulations, and judicial or administrative
            decisions applicable to Kino, except where failure to be in
            compliance therewith would not have a material adverse effect upon
            Kino. To Kino's knowledge, Kino has been granted all permits from
            federal, state, and local government regulatory bodies necessary to
            carry on its business, all of which are currently valid and in full
            force and effect. There is no order issued, investigation or
            proceeding pending or, to Kino's knowledge, threatened, or notice
            served with respect to any violation of any law, ordinance, order,
            writ, decree, rule or regulation issued by any federal, state, local
            or foreign court or governmental or regulatory agency or
            instrumentality applicable to Kino.


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<PAGE>

      (d)   No Conflict or Default. Neither the signing and delivery of this
            Agreement nor compliance with the terms and provisions hereof,
            including the consummation of the transactions contemplated hereby,
            will conflict with or result in the breach of any term, condition or
            provision of either Kino's certificate of organization or operating
            agreement, or any material agreement, deed, contract, mortgage,
            indenture, writ, order, decree, legal obligation or instrument to
            which Kino is a party or by which it is or may be bound or
            constitute a default (or an event which, with the lapse of time or
            the giving of notice, or both, would constitute a default)
            thereunder or, to Kino's knowledge, violate any statute, regulation
            or ordinance of any governmental authority.

      (e)   Brokers' and Finders' Fees. Kino is not obligated to pay any fees or
            expenses of any broker or finder in connection with the origin,
            negotiation or signing of this Agreement or in connection with any
            transactions contemplated hereby.

      (f)   Taxes.

            (i)   All returns and reports in respect of Taxes (as hereinafter
                  defined) required to be filed with respect to Kino have been
                  timely filed. All Taxes required to be shown on such returns
                  and reports or otherwise due have been timely paid. All such
                  returns and reports are true, correct and complete in all
                  material respects. No adjustment relating to such returns has
                  been proposed formally or informally by any Tax authority
                  (insofar as either relates to the activities or income of Kino
                  or could result in liability of Kino on the basis of joint
                  and/or several liability) and, to the best knowledge of Kino
                  (after due inquiry), no basis exists for any such adjustment.
                  There are no pending or, to the best knowledge of Kino (after
                  due inquiry), threatened actions or proceedings for the
                  assessment or collection of Taxes against Kino. Kino has not
                  granted any waiver of any statute of limitations with respect
                  to, or any extension of a period for the assessment of any
                  Tax. There are no Tax liens on any assets of Kino, except
                  liens for current Taxes not yet due. The accruals and reserves
                  for Taxes reflected in Kino's financial statements, and the
                  accruals and reserves provided on Kino's Exceptions Schedule,
                  are adequate to satisfy all liabilities for Taxes relating to


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<PAGE>

                  Kino for periods through the Effective Time (without regard to
                  the materiality thereof). Kino is not a party to any contract,
                  agreement, plan or arrangement, including but not limited to
                  the provisions of this Agreement, that would result,
                  separately or in the aggregate, in the payment of any "excess
                  parachute payments" within the meaning of Section 280G of the
                  Code. Kino is not a party to or bound by any tax sharing or
                  tax allocation or other agreement, instrument or arrangement
                  which would prohibit or limit Kino, with respect to any period
                  after the Effective Time, (i) from entering into or performing
                  under any tax sharing or tax allocation agreement, or any
                  other arrangement regarding the allocation, among Modavox and
                  Kino, of federal, state and local income, franchise or other
                  tax liabilities, credits, deductions or other tax-related
                  matters, or (i) from consenting to join in the filing of a
                  consolidated federal income tax return. Kino is not aware of
                  any agreement, plan or other circumstance that would prevent
                  the Merger from qualifying under Section 368(a) of the Code.

            (ii)  As used in this Agreement, "Tax" or "Taxes" means any and all
                  taxes, fees, levies, duties, tariffs, imposts, and other
                  charges of any kind (together with any and all interest,
                  penalties, additions to tax and additional amounts imposed
                  with respect thereto) imposed by any governmental or taxing
                  authority including, without limitation: taxes or other
                  charges on or with respect to income, franchises, windfall or
                  other profits, gross receipts, property, sales use, capital
                  stock, payroll, employment, social security, workers'
                  compensation, unemployment compensation, or net worth; taxes
                  or other charges in the nature of excise, withholding, ad
                  valorem, stamp, transfer, value added, or gains taxes;
                  license, registration and documentation fees; and customs'
                  duties, tariffs, and similar charges. Kino has not to its
                  knowledge violated any of the health care continuation
                  coverage requirements of the Consolidated Omnibus Budget
                  Reconciliation Act of 1985 ("COBRA") prior to the Closing
                  Date.

      (g)   Books and Records. The books and records of Kino to which Modavox
            and its accountants and attorneys have been given access are the
            true books and records of Kino, and truly and fairly reflect the
            underlying facts and transactions in all material respects.

      (h)   Interested Party Relationships. Kino has no material financial
            interest, direct or indirect, in any material supplier or customer
            or other party to any contract, which is material to Modavox or
            Kino, or in competition with, Modavox or Kino.


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      (i)   Labor Matters.

            (i)   To Kino's knowledge, Kino is in compliance in all material
                  respects with Title VII of the Civil Rights Act of 1964, as
                  amended, the Fair Labor Standards Act, as amended, and the
                  Occupational Safety and Health Act of 1970, as amended.

            (ii)  There are no written or oral separation, severance or golden
                  parachute agreements or understandings with the service
                  providers of Kino.

            (iii) Kino (a) is in compliance in all material respects with all
                  applicable foreign, federal, state and local laws, rules and
                  regulations respecting employment, employment practices, terms
                  and conditions of employment and wages and hours, in each
                  case, with respect to employees, (b) has withheld all amounts
                  required by law or by agreement to be withheld from the wages,
                  salaries and other payments to employees, (c) is not liable
                  for any arrears of wages or any taxes of any penalty for
                  failure to comply with any of the foregoing, and (d) is not
                  liable for any payment to any trust or other fund or to any
                  governmental or administrative authority, with respect to
                  unemployment compensation benefits, social security or other
                  benefits or obligations for employees (other than routine
                  payments to be made in the normal course of business and
                  consistent with past practice).

      (j)   Employees and Employee Benefit Plans.

            (i)   Except as set forth on Kino's Exception's Exhibit, (i) Kino is
                  not a party to any pension, profit sharing, savings,
                  retirement or other deferred compensation plan, or any bonus
                  (whether payable in cash or stock) or incentive program, or
                  any group health plan (whether insured or self-funded), or any
                  disability or group life insurance plan or other employee
                  welfare benefit plan, or to any collective bargaining
                  agreement or other agreement, written or oral, with any trade
                  or labor union, employees association or similar organization
                  (a "Plan"); (ii) Kino does not have any plan or commitment,
                  whether legally binding or not, to establish a Plan; and (iii)
                  Kino is not a party to, nor has it made any contribution to or
                  otherwise incurred any obligation under, any "multi-employer
                  plan" as defined in Section 3(37) of the Employee Retirement
                  Income Security Act of 1974, as amended.

            (ii)  There are no strikes or labor disputes pending or, to the
                  knowledge of Kino, threatened by, or, any attempts at union
                  organization of, any of the Employees. None of the Employees
                  whose continued services are material to Kino has terminated
                  employment, and to the knowledge of Kino no such Employee or
                  group of Employees intends to terminate their employment.


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            (iii) To the knowledge of Kino, no Employee is or will be in
                  violation of any judgment, decree or order, or any term of any
                  employment contract, or other contract or agreement relating
                  to the relationship of any of such Employee with Kino or any
                  other party because of the nature of the business conducted by
                  Kino.

            (iv)  Kino has not, to its knowledge, violated any of the health
                  care continuation coverage requirements of COBRA prior to the
                  Closing Date.

      (k)   Environmental Matters.

            (i)   As of the date hereof, no material amount of any substance
                  that has been designated by applicable law or regulation to be
                  radioactive, toxic, hazardous or otherwise a danger to health
                  or the environment, excluding office, janitorial and similar
                  substances (a "Hazardous Material"), is present, as a result
                  of the actions of Kino or, to Kino's knowledge, as a result of
                  any actions of any third party or otherwise, in, on or under
                  any property, including the land and the improvements, ground
                  water and surface water, that Kino has at any time owned,
                  operated, occupied or leased. To the knowledge of Kino, no
                  underground storage tanks are present under any property that
                  Kino has at any time owned, operated, occupied or leased.

            (ii)  At no time has Kino transported, stored, used, manufactured,
                  disposed of, released or exposed its employees or others to
                  Hazardous Materials (collectively, "Hazardous Materials
                  Activities") in violation of any law, rule, regulation or
                  treaty promulgated by any governmental entity, except for
                  Hazardous Materials Activities which have not had and are not
                  likely to have a material adverse effect on Kino.

            (iii) Kino currently holds all environmental approvals, permits,
                  licenses, clearances and consents (the "Environmental
                  Permits") necessary for the conduct of its business as such
                  businesses is currently being conducted, except for such
                  Environmental Permits the absence of which would not be likely
                  to have a material adverse effect on Kino.

            (iv)  No action, proceeding, writ, injunction or claim is pending
                  or, to the knowledge of Kino, threatened concerning any
                  Environmental Permit or any Hazardous Materials Activity of
                  Kino. Kino is not aware of any fact or circumstance which
                  could reasonably be expected to involve Kino in any
                  environmental litigation or impose upon Kino any liability
                  concerning Hazardous Materials Activities which would be
                  reasonably likely to have a material adverse effect on Kino.


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      (l)   Litigation. Except as set forth in Kino's Exceptions Schedule, there
            is no claim, litigation, action, suit or proceeding, administrative
            or judicial, pending or, to Kino's knowledge, threatened against
            Kino relating to Kino, at law or in equity, before any federal,
            state, local or foreign court, regulatory agency, other governmental
            authority or any arbitration or mediation forum, including any
            unfair labor practice or grievance proceedings or otherwise.

      (m)   Financial Statements. Kino has delivered, or will deliver, to
            Modavox its pro forma balance sheets (the "Balance Sheets") as of
            October 31, 2005 and December 31, 2004 and its pro forma income
            statements for the ten months ended October 31, 2005 and the fiscal
            year or period ended December 31, 2004 (together with the Balance
            Sheets, the "Financial Statements"). The Financial Statements (i)
            are in accordance with Kino's books and records, and (ii) fairly and
            accurately present Kino's financial condition at the respective
            dates therein indicated and the results of operations for the
            respective periods therein specified. Kino does not have any
            material debt, liability or obligation of any nature, whether
            accrued, absolute, contingent or otherwise, and whether due or to
            become due, that is not reflected, reserved against or disclosed in
            the Financial Statements, except for those that may have been
            incurred after December 31, 2004 in the ordinary course of its
            business consistent with past practice, and which are disclosed by
            Kino on its Exceptions Schedule. Since the Balance Sheet Date, and
            except as set forth on Kino's Exceptions Schedule, there has not
            been:

            (i)   Any material adverse change in Kino's financial condition,
                  results of operation, assets, or liabilities or any
                  occurrence, circumstance or combination thereof which
                  reasonably could be expected to result in such a material
                  adverse change;

            (ii)  Any change, other than in the ordinary course of business,
                  made by Kino in its method of operating the business or its
                  accounting practices relating thereto;

            (iii) Any sale, lease, or disposition of, or any agreement to sell,
                  lease or dispose of any of the assets, other than sales,
                  leases or dispositions in the usual and ordinary course of
                  business and other than pursuant to this Agreement;

            (iv)  Any modification, waiver, change, amendment, release,
                  rescission, accord and satisfaction, or termination of, or
                  with respect to, any term, condition or provision of any
                  material contract relating to or affecting Kino, the business,
                  the assets and/or the liabilities, other than any satisfaction
                  by performance in accordance with the terms thereof in the
                  usual and ordinary course of business;


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<PAGE>

            (v)   Any adverse relationships or conditions with vendors,
                  suppliers or customers that may have a material adverse effect
                  on Kino;

            (vi)  Any return of any of Kino's products by a purchaser or user
                  thereof (other than for minor nonrecurring warranty problems),
                  and Kino is not aware of any (i) pending warranty claims for
                  such products, (ii) right to return such products (other than
                  units under customary evaluation terms), or (iii) evaluation
                  units expected to be returned after their evaluation period;

            (vii) Any borrowing or lending of money by Kino, including to or
                  from the members or managers thereof (the "Principals"), but
                  excluding for this purpose sales made on ordinary trade terms;

            (viii) Any other event or condition of any character that has had a
                  material adverse effect, or could reasonably be expected to
                  have a material adverse effect, on Kino; or

            (ix)  Any agreement by Kino and/or the Principals to do, cause or
                  effect any of the foregoing events, set forth in sections (i)
                  through (viii) above.

      (n)   Undisclosed Liabilities. There are no material debts, claims,
            liabilities or obligations with respect to Kino or to which the
            assets are subject, liquidated, unliquidated, accrued, absolute,
            contingent or otherwise, that are not identified in Kino's Financial
            Statements or on Kino's Exceptions Schedule.

      (o)   Intellectual Property.

            (i)   Kino owns, is licensed or is otherwise entitled to exercise,
                  without restriction, all rights to all material intellectual
                  property and all other material tangible and intangible
                  information or material in any form (the "Intellectual
                  Property"), as used or currently proposed to be used by Kino,
                  without, to the knowledge of Kino, any conflict with or
                  infringement of the rights of others. A schedule of the
                  Intellectual Property is attached hereto as Schedule 3.1(o).

            (ii)  Kino is the owner or exclusive licensee of, with all right,
                  title and interest in and to, free and clear of any Liens (as
                  hereinafter defined), the Intellectual Property, and has the
                  exclusive right to make, have made, use, sell, copy, create
                  derivative works of, distribute, publicly perform, publicly
                  display, license, assign, transfer, convey or dispose thereof
                  or the products, processes and materials covered thereby. All
                  patents and unregistered and registered trademarks, service
                  marks, and other company, product or service identifiers and
                  all registered and unregistered copyrights held by Kino are
                  valid and enforceable.


                                       12
<PAGE>

            (iii) To the knowledge of Kino, there has not been, and there is not
                  now, any unauthorized use, infringement or misappropriation of
                  any of the Intellectual Property Rights by any third party
                  service provider of Kino, by its Principals, or by any other
                  third party.

            (iv)  No person has asserted or threatened to assert any claims with
                  respect to any of the Intellectual Property (i) contesting the
                  right of Kino to use, exercise, sell, license, transfer or
                  dispose of any of the Intellectual Property or any products,
                  processes or materials covered thereby, or (ii) challenging
                  the ownership, validity or enforceability of any of the
                  Intellectual Property. None of the Intellectual Property is
                  subject to any outstanding order, judgment, decree,
                  stipulation or agreement related to or restricting in any
                  manner the licensing, assignment, transfer or conveyance
                  thereof by Kino.

            (v)   Kino is in material compliance with the terms and conditions
                  of all licenses, sublicenses and other agreements to which
                  Kino is a party and pursuant to which Kino is authorized to
                  use, exercise, or receive any benefit from any intellectual
                  property non-exclusively licensed to Kino (the "Licensed
                  Intellectual Property"). Kino has no knowledge of any
                  assertion, claim or threatened claim that Kino and/or its
                  Principals have breached any terms or conditions of such
                  licenses, sublicenses or other agreements.

            (vi)  None of the Licensed Intellectual Property is subject to any
                  outstanding order, judgment, decree, stipulation or agreement
                  related to or restricting in any manner the use by or
                  licensing thereof to Kino.

            (vii) Kino has the right to assign all the Intellectual Property and
                  the Licensed Intellectual Property to Modavox pursuant to the
                  terms of this Agreement. Kino is not, nor will it be, as a
                  result of the signing and delivery of this Agreement or the
                  performance of its obligations hereunder, in violation of, nor
                  will it lose or in any way impair, any material rights
                  pursuant to any license, sublicense or agreement pertaining to
                  the Intellectual Property or Licensed Intellectual Property.
                  If required by the terms of any licenses, sublicenses or other
                  agreements with respect to the Licensed Intellectual Property,
                  Kino has secured or will promptly secure valid written
                  consents from the licensors thereof to the assignment of such
                  Licensed Intellectual Property to Modavox pursuant to the
                  terms of this Agreement.


                                       13
<PAGE>

            (viii) The manufacture, marketing, license, sale or use of any
                  product or service as now used or offered or proposed for use
                  or sale by Kino does not, to the knowledge of Kino, infringe
                  any copyright, patent, trademark, service mark, trade secret
                  or other intellectual property right of any third party or
                  violate any license or agreement with any third party. Kino
                  knows of no claims and has not been sued or charged in writing
                  as a defendant in any claim, suit, action or proceeding which
                  involves a claim of infringement of any patents, trademarks,
                  service marks, trade secret rights, copyrights or other
                  intellectual property rights and which has not been finally
                  terminated prior to the date hereof; there are no such charges
                  or claims outstanding; and Kino does not have any outstanding
                  restrictions or infringement liability with respect to any
                  patent, trade secret, trademark, service mark, copyright or
                  other intellectual property right of another.

            (ix)  Kino has not entered into any agreement to indemnify any other
                  person against any charge of infringement of any third party
                  intellectual property right, the Intellectual Property or the
                  Licensed Intellectual Property.

            (x)   Kino has taken reasonable steps to protect and preserve the
                  confidentiality of all inventions, algorithms, formulas,
                  schematics, technical drawings, ideas, know-how, all other
                  processes not otherwise protected by patents or patent
                  applications, source code, object code, program listings and
                  trade secrets related to Kino, or owned by Kino (collectively,
                  the "Confidential Information"), including the marking thereof
                  with appropriate "Proprietary" or "Confidential" legends, the
                  establishment of policies for the handling, disclosure and use
                  of the Confidential Information, and the acquisition of valid
                  written nondisclosure agreements from any party receiving the
                  Confidential Information. All the Confidential Information is
                  presently and as of the Closing Date will be located at Kino's
                  address as set forth in this Agreement. All use, disclosure or
                  appropriation of the Confidential Information by a third party
                  has been pursuant to the terms of a written agreement between
                  Kino and such third party. All use, disclosure or
                  appropriation of inventions, algorithms, formulas, schematics,
                  technical drawings, ideas, know-how, all other processes not
                  otherwise protected by patents or patent applications, source
                  code, object code, program listings and trade secrets not
                  owned by Kino (the "Licensed Confidential Information") has
                  been pursuant to the terms of a written agreement between Kino
                  and the owner of the Licensed Confidential Information, or is
                  otherwise lawful. Kino has delivered to Modavox copies of all
                  nondisclosure agreements or other agreements relating to the
                  handling, disclosure and use of the Confidential Information
                  and Licensed Confidential Information, and Kino knows of no
                  breaches or claims relating to such agreements.


                                       14
<PAGE>

      (p)   Contracts and Commitments.

            (i)   Schedule 3.1(p)(i) lists all outstanding contracts (other than
                  contracts with customers) involving an annual expense in
                  excess of five thousand ($5,000) setting forth the parties and
                  the dates thereto that relate to the business, whether or not
                  in writing, to which Kino is a party, and/or to which any of
                  Kino's assets are subject. Kino has performed all of its
                  obligations under the terms of each such contract, and is not
                  in default thereunder. No event or omission has occurred
                  which, but for the giving of notice or lapse of time or both,
                  would constitute a default by any party thereto under any such
                  contract, where such default by any party could have a
                  material adverse effect on Kino. Each such contract is in full
                  force and effect and valid and binding on all parties thereto.
                  Kino has not received any notice of default, cancellation or
                  termination in connection with any such contract, and is not
                  aware that any such action is currently contemplated or
                  threatened.

            (ii)  Schedule 3.1(p)(ii) lists all contracts that require a
                  novation or consent to assignment, as the case may be, prior
                  to the Closing Date so that Modavox may be made a party in
                  place of Kino, or as assignee ("Contracts Requiring Novation
                  or Consent to Assignment"). Such listing is complete, accurate
                  and includes every contract of which the failure to obtain
                  such novation or consent to assignment would have a material
                  adverse effect on Modavox's ability to operate the business in
                  the same manner as the business was operated by Kino prior to
                  the Closing Date.

      (q)   Assets. All of Kino's assets are in good operating condition and
            repair (normal wear and tear excepted). Except as set forth on
            Kino's Exceptions Schedule, Kino has good and marketable title to
            its assets, free and clear of any pledges, liens, encumbrances,
            security interests, equities, charges and restrictions of any nature
            whatsoever (collectively, the "Liens").

      (r)   Employees and Consultants. Schedule 3.1(r) lists all of the
            employees of Kino and consultants to Kino, who provide services for
            Kino. Except as listed on Kino's Exceptions Schedule, all severance,
            bonus and vacation payments by Kino which are or were due under the
            terms of any agreement have been paid or accrued as a liability on
            Kino Financial Statements.


                                       15
<PAGE>

      (s)   Customers. Schedule 3.1(s) lists all customers of Kino. Prior to the
            Closing Date, Kino will furnish Modavox with complete and accurate
            copies of all current written agreements with such customers.

      (t)   Accounts Receivable. Except as listed on Kino's Exceptions Schedule,
            the amount of all accounts receivable, unbilled invoices and other
            debts due or recorded in the records and books of account of Kino as
            being due to Kino at the Closing Date are expected to be collectible
            in the ordinary course of business; no contest with respect to the
            amount or validity of any material amount is pending or, to the best
            of Kino's knowledge, contemplated or threatened; and no material
            amount of such accounts receivable or other debts is or will at the
            Closing Date be subject to any counterclaim, return or set-off. The
            values at which accounts receivable are carried reflect the accounts
            receivable valuation policy of Kino, which is consistent with its
            past practice.

      (u)   Complete Disclosure. To the knowledge of Kino, no representation or
            warranty by Kino in this Agreement, and no exhibit, schedule,
            statement, certificate or other writing furnished to Modavox
            pursuant to this Agreement or in connection with the transactions
            contemplated hereby, contains any untrue statement of a material
            fact or omits or will omit to state a material fact necessary to
            make the statements contained herein and therein in the context in
            which they were made not misleading.

3.2   REPRESENTATIONS AND WARRANTIES OF MODAVOX AND SUBSIDIARY. Modavox and
      Subsidiary hereby represent and warrant to Kino that except as set forth
      on Modavox's exceptions schedule ("Modavox's Exceptions Schedule")
      attached hereto as Schedule 3.2:

      (a)   Organization and Standing. Modavox is a corporation duly organized,
            validly existing and in good standing, under the laws of the state
            of Delaware, and has all requisite power and authority to conduct
            its business in the place where that business is now being
            conducted, to own or use the properties and assets that it purports
            to own or use. Modavox is duly qualified or licensed to do business
            in each of the jurisdictions in which the nature of its business or
            location of its assets requires such qualification or licensing, and
            where the failure to be so qualified would have a material adverse
            effect on its business. Upon its due formation, Subsidiary will be a
            corporation duly organized, validly existing and in good standing,
            under the laws of the state of Delaware, and have all requisite
            power and authority to conduct its business in the place where that
            business will be conducted, to own or use the properties and assets
            that it will purport to own or use.


                                       16
<PAGE>

      (b)   Authority. Modavox has, and prior to the Closing Date Subsidiary
            will have, full legal right, power, capacity and authority to enter
            into this Agreement, together with all other agreements, instruments
            and documents to be signed and delivered by Modavox and Subsidiary
            in connection herewith (the "Modavox Documents"), and to carry out
            their obligations hereunder and thereunder. Modavox and Subsidiary
            have taken, or will prior to the Closing Date have taken, all
            actions necessary to authorize them to enter into and perform their
            obligations under this Agreement and the Modavox Documents, and to
            consummate the transactions contemplated hereby. This Agreement has
            been duly signed and delivered by Modavox, and this Agreement and
            the Modavox Documents constitute legal, valid and binding
            obligations of Modavox enforceable against Modavox in accordance
            with their terms.

      (c)   Capital Stock. The authorized capital stock of Modavox consists of
            one hundred million (100,000,000) shares of common stock, par value
            $.0001 per share (the "Modavox Common Stock"), and twenty-five
            million (25,000,000) shares of preferred stock, par value $.0001 per
            share (the "Modavox Preferred Stock"), of which fifteen million six
            hundred three thousand five hundred seventeen (15,603,517) shares of
            Modavox Common Stock are issued and outstanding as of the date
            hereof. All such shares are validly issued, fully paid and
            non-assessable, and they constitute all of the issued and
            outstanding shares of the capital stock of Modavox. None of the
            issued and outstanding shares of Modavox stock was issued in
            violation of any preemptive rights. Except as set forth on Modavox's
            Exceptions Schedule, there are (i) no options, warrants, convertible
            securities or other rights, agreements, arrangements or commitments
            of any character obligating Modavox to issue or sell any shares of
            Modavox Common Stock or Modavox Preferred Stock or other interest in
            Modavox; (ii) no outstanding contractual obligations requiring
            Modavox to repurchase, redeem or otherwise acquire any shares of
            Modavox Common Stock or to provide funds to, or make any investment
            (in the form of a loan, capital contribution or otherwise) in, any
            other person; or (iii) no voting trusts, stockholder agreements,
            proxies or other agreements or understandings in effect with respect
            to the voting or transfer of any of the shares of Modavox Common
            Stock or Modavox Preferred Stock and to which Modavox is a party.

      (d)   Financial Statements. Modavox has delivered to Kino the balance
            sheet (the "Modavox Balance Sheet") of Modavox as of August 31, 2005
            and the income statements of Modavox for the year ended February 28,
            2005 and the fiscal quarter ended August 31, 2005 (together with the
            Modavox Balance Sheet, the "Modavox Financial Statement"). The
            Modavox Financial Statement (i) is in accordance with the books and
            records of Modavox and (ii) fairly and accurately present the
            financial condition of Modavox at the date therein indicated and the
            results of operations for the respective period therein specified.
            Modavox does not have any material debt, liability or obligation of
            any nature, whether accrued, absolute, contingent or otherwise, and
            whether due or to become due, that is not reflected, reserved
            against or disclosed in the Modavox Financial Statement, except for
            those that may have been incurred after August 31, 2005 in the
            ordinary course of its business consistent with past practice, and
            which are disclosed by Modavox on Modavox's Exceptions Schedule.
            Since the Balance Sheet Date, and except as set forth on Modavox's
            Exceptions Schedule, there has not been:


                                       17
<PAGE>

            (i)   Any material adverse change in the financial condition,
                  results of operation, assets, or liabilities of Modavox or any
                  occurrence, circumstance or combination thereof which
                  reasonably could be expected to result in such a material
                  adverse change;

            (ii)  Any change, other than in the ordinary course of business,
                  made by Modavox in its method of operating the business or its
                  accounting practices relating thereto;

            (iii) Any sale, lease, or disposition of, or any agreement to sell,
                  lease or dispose of any of the assets, other than sales,
                  leases or dispositions in the usual and ordinary course of
                  business and other than pursuant to this Agreement;

            (iv)  Any modification, waiver, change, amendment, release,
                  rescission, accord and satisfaction, or termination of, or
                  with respect to, any term, condition or provision of any
                  material contract relating to or affecting Modavox, the
                  business, the assets and/or the liabilities, other than any
                  satisfaction by performance in accordance with the terms
                  thereof in the usual and ordinary course of business;

            (v)   Any adverse relationships or conditions with vendors,
                  suppliers or customers that may have a material adverse effect
                  on Modavox;

            (vi)  Any borrowing or lending of money by Modavox, including to or
                  from the Principals, but excluding for this purpose sales made
                  on ordinary trade terms;

            (vii) Any other event or condition of any character that has had a
                  material adverse effect, or could reasonably be expected to
                  have a material adverse effect, on Modavox; or

            (viii) Any agreement by Modavox and/or its Principals to do, cause
                  or effect any of the foregoing events, set forth in sections
                  (1) through (7) above.

      (e)   Undisclosed Liabilities. There are no material debts, claims,
            liabilities or obligations with respect to Modavox or to which the
            assets are subject, liquidated, unliquidated, accrued, absolute,
            contingent or otherwise, that are not identified in the Modavox
            Financial Statements or on Modavox's Exceptions Schedule.


                                       18
<PAGE>

      (f)   Indebtedness. Modavox's Exceptions Schedule contains a complete and
            accurate list of all direct and indirect (i) indebtedness of Modavox
            for borrowed money (including commitments, lines of credit and other
            credit availability); and (ii) guaranties of Modavox, and Modavox is
            current in its payment of all such obligations.

      (g)   Taxes. Except as disclosed in Modavox's Exceptions Schedule, all
            material Tax returns, statements, reports and forms (including
            estimated Tax returns and reports and information returns and
            reports) required to be filed with any Tax authority with respect to
            any Tax period ending on or before the Closing Date by or on behalf
            of Modavox, have been or will be completed and filed when due
            (including any extensions of such due date), and all amounts shown
            due thereon have been or will be paid on or before such due date.
            Except as disclosed in Modavox's Exceptions Schedule, to the
            knowledge of Modavox, Modavox has withheld and paid to the
            applicable financial institution or Tax authority all amounts
            required to be withheld. Except as disclosed in Modavox's Exceptions
            Schedule, to the best knowledge of Modavox, there is no material
            claim, audit, action, suit, proceeding or investigation now pending
            or threatened against or with respect to Modavox in respect of any
            Tax or assessment nor is there any basis therefor. Except as
            disclosed in Modavox's Exceptions Schedule, no notice of deficiency
            or similar document of any Tax authority has been received by
            Modavox for any material amount. Modavox is not aware of any
            agreement, plan or other circumstance that would prevent the Merger
            from qualifying under Section 368(a) of the Code.

      (h)   Compliance with Laws. Modavox is in compliance with applicable
            federal, state and local laws, statutes, licensing requirements,
            rules and regulations, and judicial or administrative decisions
            applicable to its business, except where failure to be in compliance
            therewith would not have a material adverse effect upon Modavox. To
            the knowledge of Modavox, Modavox has been granted all permits from
            federal, state, and local government regulatory bodies necessary to
            carry on its business, all of which are currently valid and in full
            force and effect. There is no order issued, investigation or
            proceeding pending or, to the knowledge of Modavox, threatened, or
            notice served with respect to any violation of any law, ordinance,
            order, writ, decree, rule or regulation issued by any federal,
            state, local or foreign court or governmental or regulatory agency
            or instrumentality applicable to Modavox.


                                       19
<PAGE>

      (i)   Intellectual Property.

            (i)   Modavox owns, or is licensed or otherwise possesses legally
                  enforceable rights to use, all material intellectual property
                  that is used in the business of Modavox.

            (ii)  There is no material unauthorized use, disclosure,
                  infringement or misappropriation of any intellectual property
                  rights of Modavox, any trade secret material to Modavox, or
                  any intellectual property right of any third party to the
                  extent licensed by or through Modavox, and Modavox has not
                  entered into any agreement to indemnify any other person
                  against any charge of infringement of any intellectual
                  property, other than indemnification provisions contained in
                  sales invoices arising in the ordinary course of business.

            (iii) Modavox has not, nor will it be as a result of the signing and
                  delivery of this Agreement or the performance of its
                  obligations hereunder, in breach of any license, sublicense or
                  other agreement relating to its intellectual property.

      (j)   Litigation. There is no claim, litigation, action, suit or
            proceeding, administrative or judicial, pending or, to Modavox's
            knowledge, threatened against Modavox relating to this Agreement or
            the transactions contemplated hereunder, at law or in equity, before
            any federal, state, local or foreign court, regulatory agency, or
            other governmental authority, which could result in the institution
            of legal proceedings to prohibit or restrain the consummation or
            performance of this Agreement or the transactions contemplated
            hereby, or claim damages as a result of this Agreement or the
            transactions contemplated hereby.

      (k)   No Conflict or Default. Neither the signing and delivery of this
            Agreement, nor compliance with the terms and provisions hereof,
            including the consummation of the transactions contemplated hereby,
            will conflict with or result in the breach of any term, condition or
            provision of Modavox's certificate of incorporation or bylaws, or of
            any agreement, deed, contract, mortgage, indenture, writ, order,
            decree, legal obligation or instrument to which Modavox is a party,
            or by which it is or may be bound or constitute a default (or an
            event which, with the lapse of time or the giving of or notice, or
            both, would constitute a default) thereunder, or to Modavox's
            knowledge, violate any statute, regulation or ordinance of any
            governmental authority.

      (l)   Labor Relations. To the knowledge of Modavox, Modavox is in
            compliance in all material respects with Title VII of the Civil
            Rights Act of 1964, as amended, the Fair Labor Standards Act, as
            amended, the Occupational Safety and Health Act of 1970, as amended,
            all applicable federal state and local laws, rules and regulations
            relating to employment, and all applicable laws, rules and
            regulations governing payment of minimum wages and overtime rates
            and the withholding and payment of taxes from compensation of
            employees.


                                       20
<PAGE>

      (m)   Brokers' and Finders' Fees. Modavox is not obligated to pay any fees
            or expenses of any broker or finder in connection with the origin,
            negotiation or signing of this Agreement or in connection with any
            transactions contemplated hereby.

      (n)   Complete Disclosure. To the knowledge of Modavox, no representation
            or warranty by Modavox in this Agreement, and no exhibit, schedule,
            statement, certificate or other writing furnished to Kino or the
            Principals pursuant to this Agreement or in connection with the
            transactions contemplated hereby, contains any untrue statement of a
            material fact or omits to state a material fact necessary to make
            the statements contained herein and therein in the context in which
            they were made not misleading.

3.3   CERTIFICATE LEGENDS. Each certificate evidencing the Merger Shares to be
      issued pursuant to this Agreement will bear the following legend:

            THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
            UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SHARES HAVE BEEN
            ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
            TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
            WITH RESPECT TO THE SHARES OR AN EXEMPTION FROM THE REGISTRATION
            REQUIREMENTS OF SAID ACT THAT IS THEN APPLICABLE TO THE SHARES, AS
            TO WHICH A PRIOR OPINION OF COUNSEL MAY BE REQUIRED BY THE ISSUER OR
            THE TRANSFER AGENT.

            THE SHARES REPRESENTED BY THIS CERTIFICATE ARE FURTHER SUBJECT TO A
            STOCK TRANSFER RESTRICTION AGREEMENT BETWEEN KINO AND THE REGISTERED
            HOLDER, WHICH IMPOSES SIGNIFICANT RESTRICTIONS ON THE TRANSFER OF
            THE SHARES. A COPY OF THAT AGREEMENT IS ON FILE AT THE PRINCIPAL
            OFFICE OF THE COMPANY.


                                       21
<PAGE>

                                    ARTICLE 4

                           COVENANTS PRIOR TO CLOSING

4.1   AFFIRMATIVE COVENANTS OF KINO. Kino covenants and agrees that, from the
      date of this Agreement and until the Closing or the date, if any, on which
      this Agreement is earlier terminated pursuant to Section 8.1 hereof,
      unless Modavox otherwise agrees in writing and except as expressly
      contemplated by this Agreement, will, using reasonable, best efforts:

      (a)   conduct its business and operations only in the ordinary course of
            business;

      (b)   keep in full force and effect its limited liability company
            existence and all rights, franchises and proprietary rights relating
            or pertaining to Kino and use its reasonable best efforts to cause
            its current insurance (or reinsurance) policies not to be canceled
            or terminated or any of the coverage thereunder to lapse;

      (c)   carry on the business in the same manner as presently conducted and
            to keep Kino's business organization and properties intact,
            including its present business operations, physical facilities,
            working conditions and employees and its present relationships with
            lessors, licensors, suppliers and customers and others having
            business relations with it;

      (d)   maintain the material assets in good repair, order and condition
            (normal wear and tear excepted) consistent with current needs,
            replace in accordance with prudent practices its inoperable, worn
            out or obsolete assets with assets of good quality consistent with
            prudent practices and current needs and, if a casualty, loss or
            damage occurs to any of such assets or properties prior to the
            Closing Date (whether or not such casualty, loss or damage is
            covered by insurance), either repair or replace such damaged
            property or use the proceeds of such insurance in such other manner
            as mutually agreed upon by Kino and Modavox;

      (e)   facilitate the continued employment of employees by Modavox after
            the Closing;

      (f)   maintain the books, accounts and records in accordance with past
            custom and practice as used in the preparation of Kino's financial
            statements;

      (g)   immediately (once Kino obtains knowledge thereof) inform Modavox in
            writing of any material exceptions from the representations and
            warranties contained in Article 3 hereof that were not previously
            disclosed or any breach of any covenant hereunder by Kino;


                                       22
<PAGE>

      (h)   cooperate with Modavox and cause the conditions to Modavox's
            obligations to close to be satisfied (including, without limitation,
            the execution and delivery of all agreements contemplated hereunder
            to be so executed and delivered and the making and obtaining of all
            third party and governmental notices, filings, authorizations,
            approvals, consents, releases and terminations);

      (i)   obtain all third party and governmental approvals and consents
            necessary or desirable to consummate the transactions contemplated
            hereby;

      (j)   maintain the existence of and use commercially reasonable efforts to
            protect all proprietary rights used in the business;

      (k)   maintain the existence of and protect all of the governmental
            permits, licenses, approvals and other authorizations of the
            business;

      (l)   comply with all applicable laws, ordinances and regulations in the
            operation of the business; and

      (m)   cooperate with Modavox in its investigation of Kino and permit
            Modavox and its employees, agents, accounting, legal and other
            authorized representatives to (i) have full access to the premises,
            books and records of Kino at reasonable hours, (ii) visit and
            inspect any of the properties of Kino and (iii) discuss the affairs,
            finances and accounts of Kino with the directors, officers,
            partners, key employees, key sales representatives, and independent
            accountants of Kino.

4.2   NEGATIVE COVENANTS OF KINO. Kino covenants and agrees that, from the date
      of this Agreement and until the Closing or the date, if any, on which this
      Agreement is earlier terminated pursuant to Section 8.1 hereof, unless
      Modavox otherwise agrees in writing and except as expressly contemplated
      by this Agreement, will not:

      (a)   take any action that would require disclosure under the Agreement;

      (b)   make any loans, enter into any transaction with any insider or make
            or grant any increase in any employee's or officer's compensation or
            make or grant any increase in any employee benefit plan, incentive
            arrangement or other benefit covering any of the employees;

      (c)   establish or, except in the ordinary course of business and
            disclosed in Kino's Exceptions Schedule, contribute to any pension,
            retirement, profit sharing or stock bonus plan or multiemployer plan
            covering the employees;

      (d)   except as specifically contemplated by this Agreement, enter into
            any contract, agreement or transaction, other than in the ordinary
            course of business and at arm's length, with unaffiliated persons;


                                       23
<PAGE>

      (e)   engage in any activity other than in the ordinary course of business
            which would accelerate or delay the collection of its accounts or
            notes receivable, accelerate or delay the payment of its accounts
            payable, delay its capital expenditures, or reduce or otherwise
            restrict the amount of inventory on hand;

      (f)   sell, transfer, contribute, distribute, or otherwise dispose of any
            securities or assets, or agree to do any of the foregoing, to or
            with any person, other than in the ordinary course of business; or

      (g)   make, change or revoke any Tax election, adopt or change any method
            of accounting, or enter into any agreement regarding Taxes with any
            Taxing authority.

4.3   ADDITIONAL COVENANTS OF KINO.

      (a)   Kino represents and warrants to Modavox that the Board of Directors
            of Kino has made such assessments of Kino's value and has taken such
            other actions as to satisfy the fiduciary duties of the Board of
            Directors that must be satisfied to enable Kino to enter into this
            Agreement and to render this Agreement binding upon Kino in
            accordance with its terms.

      (b)   Kino hereby agrees that, prior to the Closing or termination of this
            Agreement, it will not, and will not cause or permit any of its
            directors, officers, employees, agents or representatives (each a
            "Seller Representative"), directly or indirectly, to:

            (i)   solicit, initiate or encourage (including by way of furnishing
                  or disclosing non-public information) the making of, or any
                  inquiries regarding, any Transaction Proposal (as hereinafter
                  defined),

            (ii)  engage in negotiations, explore or otherwise engage in
                  substantive discussions with or furnish any information to any
                  Person (other than Modavox or its Representatives (as
                  hereinafter defined)), or enter into any agreement with
                  respect to any Transaction Proposal, or enter into any
                  agreement, arrangement or understanding requiring it to
                  abandon, terminate or fail to consummate the transactions
                  contemplated by this Agreement, or

            (iii) take or approve any actions to facilitate any such activities.

      (c)   Nothing in this Section 4.3 will:

            (i)   permit Kino to terminate this Agreement other than pursuant to
                  Section 8.1 hereof or

            (ii)  affect any other obligation of Kino under this Agreement.


                                       24
<PAGE>

      (d)   Kino hereby covenants that it will use its best efforts to cause
            Kino's net working capital as of the Closing Date to be equal to or
            exceed its net working capital as of the close of business as of the
            Signature Date.

4.4   COVENANTS OF MODAVOX. Prior to the Closing, Modavox will:

      (a)   promptly (once it obtains knowledge thereof) inform Kino in writing
            of any exceptions from the representations and warranties contained
            in Article 3 not previously disclosed or any breach of any covenant
            hereunder by Modavox; and

      (b)   cooperate with Kino and use commercially reasonable efforts to cause
            the conditions to Kino' obligations to close to be satisfied
            (including, without limitation, the execution and delivery of all
            agreements contemplated hereunder to be so executed and delivered
            and the making and obtaining of all third party and governmental
            filings, authorizations, approvals, consents, releases and
            terminations).

4.5   MUTUAL COVENANTS OF THE PARTIES. The Parties hereto agree that:

      (a)   Subject to the terms and conditions of this Agreement, each Party
            will use commercially reasonable efforts to take, or cause to be
            taken, all action and to do, or cause to be done, all things
            necessary, proper or advisable under applicable laws and regulations
            to consummate the transactions contemplated by this Agreement. In
            connection with, and without limiting the foregoing, each Party will
            (i) use commercially reasonable efforts to take all action necessary
            to render true and correct as of the Closing Date its
            representations and warranties contained in this Agreement, (ii)
            refrain from taking any action that would render any such
            representation or warranty untrue or incorrect as of such time,
            (iii) perform or cause to be satisfied each agreement, covenant or
            condition to be performed or satisfied by it and (iv) use
            commercially reasonable efforts to satisfy the other Party's
            conditions to closing as set forth in Section 6.2 with respect to
            Modavox and in Section 6.1 with respect to Kino. Kino and Modavox
            will each furnish to one another and to one another's counsel all
            such information as may be required to accomplish the foregoing
            actions.

      (b)   After signing this Agreement, Kino will give Modavox and any
            Representatives full access, during normal business hours, to all of
            the properties, books, contracts, commitments and records relating
            to such Company, provided that such access will not unreasonably
            interfere with the normal operations of Kino. Further, Kino will
            furnish to Modavox and its officers, directors, employees, agents
            and/or representatives (collectively, the "Representatives") all
            such information concerning such Company as Modavox may reasonably
            request; provided, however, that any furnishing of such information
            pursuant hereto or any investigation by Modavox will not affect
            Modavox's right to rely on the representations, warranties,
            agreements and covenants made by Kino in this Agreement.


                                       25
<PAGE>

      (c)   Each Party will cooperate with one another (i) in connection with
            the preparation of any disclosure document filed after the date
            hereof pursuant to the Securities Act or any state securities law
            (each a "Disclosure Document"), (ii) in determining whether any
            other action by or in respect of, or filing with, any governmental
            entity or any department, agency or political subdivision thereof,
            or any actions, consents, approvals or waivers are required to be
            obtained from parties to any material contracts in connection with
            the consummation of the transactions contemplated by this Agreement
            and (iii) in timely seeking to obtain any such actions, consents,
            approvals or waivers and timely making any such filings, and
            furnishing information required in connection therewith and/or with
            any Disclosure Document.

      (d)   Kino, on the one hand, and Modavox, on the other hand, will promptly
            notify the other of:

            (i)   any notice or other communication from any person alleging
                  that the consent of such person is or may be required in
                  connection with the transactions contemplated by this
                  Agreement;

            (ii)  any notice or other communication from any governmental entity
                  or any department, agency or political subdivision thereof in
                  connection with the transactions contemplated by this
                  Agreement;

            (iii) any actions, suits, claims, investigations or proceedings
                  commenced or, to the best of its knowledge threatened against,
                  relating to or involving or otherwise affecting Kino, on the
                  one hand, or Modavox, on the other hand, which relate to the
                  consummation of the transactions contemplated by this
                  Agreement; and

            (iv)  any action, event or occurrence that would constitute a breach
                  of any representation, warranty, covenant or agreement of such
                  Person set forth in this Agreement.

      (e)   This Agreement is intended to constitute a "plan of reorganization"
            within the meaning of the income tax regulations promulgated under
            the Code. From and after the date of this Agreement and until the
            Effective Time, each party hereto will use its reasonable best
            efforts to cause the Merger to qualify, and will not knowingly take
            any action, cause any action to be taken, fail to take any action or
            cause any action to fail to be taken which action or failure to act
            could prevent the Merger from qualifying as a reorganization under
            the provisions of Section 368(a) of the Code. Following the
            Effective Time, neither Modavox nor any of its affiliates will
            knowingly take any action, cause any action to be taken, fail to
            take any action or cause any action to fail to be taken, which
            action or failure to act could cause the Merger to fail to qualify
            as a reorganization under Section 368(a) of the Code.


                                       26
<PAGE>

                                    ARTICLE 5

                             POST CLOSING COVENANTS

5.1   CONFIDENTIALITY. Kino will not disseminate any press release or
      announcement concerning the transactions contemplated by this Agreement,
      or identifying the parties, without the prior written consent of Modavox.
      Kino will maintain the confidentiality of this Agreement, and all
      discussions and negotiations regarding the Merger.

5.2   EMPLOYEE MATTERS. The parties agree that Modavox will be obligated to
      continue the employment of any employees of Kino, except as expressly
      provided otherwise in this Agreement. Employees of Kino that Modavox
      retains following the Closing will receive compensation or credit by
      Modavox for benefits earned while employed by Kino.

5.3   BONUS. The Chairman of Modavox will receive a bonus of seventy-five
      thousand dollars ($75,000) for effectuating the Merger.

                                    ARTICLE 6

                              CONDITIONS TO MERGER

6.1   CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. The respective
      obligation of each Party to effect the Merger will be subject to the
      satisfaction on or prior to the Closing Date of the following conditions:

      (a)   Accuracy of Representations and Warranties. The representations and
            warranties of each of the other Parties contained herein were true
            and correct in all material respects when made and, except for
            changes contemplated by this Agreement and to the extent such
            representations and warranties speak as of an earlier date, are true
            and correct in all material respects as of the Closing Date as
            though made on that date.

      (b)   Performance of Agreements. Each of the other Parties will have
            performed in all material respects all obligations and agreements
            and complied in all material respects with all covenants contained
            in this Agreement to be performed and complied with by them at or
            prior to the Closing.


                                       27
<PAGE>

      (c)   Compliance Certificate. The chief executive officer of each of the
            other Parties will have delivered to the receiving Party a
            certificate, dated the Closing Date, Substantially in form of
            Exhibit 6.1(c) certifying that (i) the representations and
            warranties of such Party contained herein were true and correct in
            all material respects when made and, except for changes contemplated
            by this Agreement and to the extent such representations and
            warranties speak as of an earlier date, are true and correct in all
            material respects as of the Closing Date as though made on that
            date, and (ii) the covenants and agreements to be performed and
            complied with by such Party at or prior to the Closing have been
            fulfilled. (d) Absence of Objection. There is no pending or
            threatened investigation, action, suit or proceeding challenging the
            transaction by any body or agency of the federal, state or local
            government or by any third party, and the consummation of the
            transaction has not been enjoined by a court of competent
            jurisdiction as of the Closing Date and any applicable waiting
            period under any applicable federal law has expired.

      (e)   Approval of Documentation. The form and substance of all
            certificates, instruments and other documents delivered or to be
            delivered under this Agreement is reasonably satisfactory.

      (f)   Consents. All requisite consents and approvals of all lenders,
            lessors and other third parties whose consent or approval is
            required to consummate the transactions contemplated by this
            Agreement have been received.

      (g)   Operation of Businesses. Since the Balance Sheet Date, each of the
            other Parties has been operated in the ordinary course consistent
            with past practices.

      (h)   Changes. Since the Balance Sheet Date, there has not been any
            material adverse change in the financial condition, results of
            operations, prospects, properties or business of the each of the
            other Parties.

      (i)   Approvals. This Agreement and the Merger is approved and adopted by
            the affirmative vote of the holders of the requisite number of
            outstanding membership interests of Kino, and Modavox's Board of
            Directors.

      (j)   Merger Shares. Modavox will have delivered the Merger Shares to
            Kino.

      (k)   Employment Agreements. Employment Agreements with David J. Ide,
            Pascal Marco, Richard Keppler, Jim Crawford and Sean Bradley in the
            form attached hereto as Exhibits 6.1(k-1), 6.1(k-2), 6.1(k-3),
            6.1(k-4) and, 6.1(k-5), respectively, have been approved by
            Modavox's Board of Directors, executed and received.


                                       28
<PAGE>

      (l)   Consulting Agreement. A Consulting Agreement with Nathan T. Bradley
            in the form attached hereto as Exhibit 6.1(l) has been approved by
            Modavox's Board of Directors, executed and received.

      (m)   Board of Directors. Kino will have the right to appoint two
            additional members to Modavox's Board of Directors in addition to
            Robert D. Arkin, Nathan T. Bradley, Hubert Glover and Jay Stulberg.

      (n)   Escrow Agreement. The Escrow Agreement with the Escrow Agent and the
            Stockholder Representative in substantially the form attached hereto
            as Exhibit 2.3 has been approved by Modavox's Board of Directors,
            executed and received.

      (o)   Amended and Restated Bylaws. Amended and Restated Bylaws in the form
            attached hereto as Exhibit 6.1(o), including among other provisions
            that the Surviving Corporation's Vice Chairman may convene meetings
            of the Board of Directors, has been approved by Modavox's Board of
            Directors and duly adopted.

      (p)   Certificates of Designation. Certificates of Designation in the form
            attached hereto as Exhibit 2.1(p-1) and Exhibit 2.1(p-2) have been
            approved by Modavox's Board of Directors and duly adopted.

                                    ARTICLE 7

                                 INDEMNIFICATION

7.1   TWO YEAR SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. The
      representations and warranties in this Agreement, and all statements
      contained in this Agreement, any certificate, financial statement or
      report or other document delivered pursuant to this Agreement or in
      connection with the transactions contemplated hereby (collectively, the
      "Acquisition Documents"), will survive the signing and delivery of this
      Agreement and the Closing hereunder for a period of two years following
      the Closing Date, notwithstanding any investigation made at any time by or
      on behalf of any party, provided that the representations and warranties
      contained in Section 3.1(g) will survive the applicable statute of
      limitations with respect to the Tax liabilities in question (giving effect
      to any waiver, mitigation or extension thereof). If written notice of a
      specific claim made in good faith has been given pursuant to Section
      7.4(b) on or prior to such date, then the relevant representations and
      warranties will survive as to such claim, until the claim has been finally
      resolved.

7.2   INDEMNIFICATION BY MODAVOX. Except as otherwise limited by this Article,
      Kino and its officers, directors, agents and successors and permitted
      assigns will be indemnified and held harmless by Modavox for any and all
      liabilities, losses, damages, claims, costs and expenses, interest,
      awards, judgments, and penalties (including reasonable attorneys' and
      consultants' fees and expenses) actually suffered or incurred by them
      ("Kino's Losses") arising out of or resulting from:


                                       29
<PAGE>

      (a)   the inaccuracy or breach of any representation or warranty by
            Modavox contained herein or in any document delivered by Modavox
            pursuant to this Agreement;

      (b)   the breach of any covenant or agreement by Modavox, contained herein
            or in any document delivered by Modavox pursuant to this Agreement;

      (c)   the execution of the Promissory Notes in favor of Modavox by the
            individuals identified on Schedule 7.2(c);

      (d)   the agreement to issue Common Stock registered on Form S-8 to the
            law firm of Lerch & DePrima for services rendered;

      (e)   the departures of Andrew Burgess and Joseph Fox as employees of
            Modavox; or

      (f)   payroll tax liabilities arising prior to October 18, 2005.

7.3   INDEMNIFICATION BY KINO. Except as otherwise limited by this Article,
      Modavox and its officers, directors, agents and successors and permitted
      assigns will be indemnified and held harmless by Kino for any and all
      liabilities, losses, damages, claims, costs and expenses, interest,
      awards, judgments, and penalties (including reasonable attorneys' and
      consultants' fees and expenses) actually suffered or incurred by them
      ("Modavox's Losses") arising out of or resulting from:

      (a)   the inaccuracy or breach of any representation or warranty by Kino
            contained herein or in any document delivered by Kino pursuant to
            this Agreement; or

      (b)   the breach of any covenant or agreement by Kino, contained herein or
            in any document delivered by Kino pursuant to this Agreement;

7.4   GENERAL INDEMNIFICATION PROVISIONS.

      (a)   Definitions. For the purposes of this Agreement, the term
            "Indemnitee" will refer to the person(s) or entity(ies) indemnified,
            or entitled, or claiming to be entitled, to be indemnified, pursuant
            to the provisions of Sections 7.2, the term "Indemnitor" will refer
            to the person(s) or entity(ies) having the obligation to indemnify
            pursuant to such provisions, and "Losses" will refer to Kino's
            Losses or Modavox's Losses, as the case may be.

      (b)   Notice. The Indemnitee will promptly give the Indemnitor notice of
            any matter which the Indemnitee has determined has given or could
            give rise to a right of indemnification under this Agreement,
            stating the amount of the Losses, if known, the method of
            computation thereof and the basis for the claim, all with reasonable
            particularity. Failure to give timely notice of a matter which may
            give rise to an indemnification claim will not affect the rights of
            the Indemnitee to collect such claim from the Indemnitor so long as
            such failure to so notify does not materially adversely affect the
            Indemnitor's ability to defend such claim against a third party.


                                       30
<PAGE>

      (c)   Third Party Claims. The obligations and liabilities of the
            Indemnitor with respect to Losses arising from claims of any third
            party that are subject to the indemnification provided for in this
            Article 7 ("Third-Party Claims") will be governed by the following
            additional terms and conditions:

            (i)   if the Indemnitee will receive notice of any Third-Party
                  Claim, the Indemnitee will give the Indemnitor prompt notice
                  of such Third-Party Claim and will permit the Indemnitor, at
                  its option, to assume and control the defense and/or
                  management of such Third-Party Claim at the Indemnitor's
                  expense and through counsel of its choice if the Indemnitor
                  gives prompt notice of its intention to do so to the
                  Indemnitee and does so within a reasonable time thereafter;

            (ii)  if the Indemnitor exercises its right to undertake the defense
                  and/or management of any such Third-Party Claim, the
                  Indemnitee will cooperate with the Indemnitor in such defense
                  and/or management and make available to the Indemnitor all
                  witnesses, pertinent records, materials and information in the
                  Indemnitee's possession or under its control relating thereto
                  as is reasonably required by the Indemnitor;

            (iii) if the Indemnitor does not exercise its right to undertake the
                  defense and/or management of any Third-Party Claim as provided
                  above, the Indemnitee may, directly or indirectly, conduct the
                  defense and/or management of any such Third-Party Claim in any
                  manner it reasonably may deem appropriate and at the expense
                  of the Indemnitor, and the Indemnitor will cooperate with the
                  Indemnitee in such defense and/or management and make
                  available to the Indemnitee all witnesses, pertinent records,
                  materials and information in the Indemnitor's possession or
                  under its control relating thereto as is reasonably required
                  by the Indemnitee;

            (iv)  the Indemnitor will not consent to the entry of any judgment
                  or enter into any settlement with respect to a Third-Party
                  Claim (x) without the prior written consent of the Indemnitee
                  (not to be unreasonably withheld), unless the judgment or
                  proposed settlement involves only the payment of money
                  damages, does not impose an injunction or other equitable
                  relief upon the Indemnitee and could not otherwise reasonably
                  be expected to have a material adverse effect on the
                  Indemnitee and (y) unless the consent or settlement includes
                  as an unconditional term thereof the giving by the claimant or
                  plaintiff to the Indemnitee on an unconditional release from
                  all liability in respect of the Third-Party Claim;


                                       31
<PAGE>

            (v)   the Indemnitee will not consent to the entry of any judgment
                  or enter into any settlement with respect to a Third-Party
                  Claim without the prior written consent of the Indemnitor (not
                  to be unreasonably withheld), unless the Indemnitor fails to
                  assume the defense and/or management of the Third-Party Claim
                  in accordance with this Section 7.5(c); and

            (vi)  if there is a reasonable probability that a Third-Party Claim
                  may materially and adversely affect the Indemnitee other than
                  as a result of money damages or other monetary payments, the
                  Indemnitee will have the right, at its own cost and expense,
                  to participate in the defense of the Third-Party Claim.

      (d)   Effect of Materiality Qualifiers. Although a representation,
            warranty or covenant of any of the parties to this Agreement may not
            be deemed breached, inaccurate or in default unless or until a
            certain standard as to "material", "materiality", or "material
            adverse effect" has been met, for purposes of calculating Losses in
            connection with this Article 7, once such materiality or material
            adverse effect standard has been met, the Indemnitee will be
            entitled to indemnification for all Losses arising out of or
            resulting from such breach, inaccuracy or default of any such
            representation, warranty, or covenant without giving effect to any
            such standard.

                                    ARTICLE 8

                                   TERMINATION

8.1   TERMINATION. Notwithstanding anything herein to the contrary, this
      Agreement may be terminated at any time: (i) on or prior to the Closing
      Date by mutual consent of Modavox and Kino; or (ii) by either Modavox or
      any of Kino if the Closing will not have taken place within sixty (60)
      days of the Signature Date, unless the party desiring to terminate as
      above provided is in default hereunder.

8.2   EFFECT OF TERMINATION. If this Agreement is validly terminated pursuant to
      this Article 8, there will be no further liability or obligation on the
      part of the parties hereto (or any of their respective officers,
      directors, employees, agents or other representatives); provided, however,
      that if this Agreement is terminated due to a material breach by one of
      the parties, the breaching party(ies) will remain liable to the
      non-breaching parties for such breach existing at the time of such
      termination and the non-breaching parties may seek any remedies, including
      damages and fees of attorneys, against the breaching party(ies) with
      respect to such breach as are provided in this Agreement or as are
      otherwise available at law or in equity.


                                       32
<PAGE>

                                    ARTICLE 9

                                  MISCELLANEOUS

9.1   NOTICE. All notices and other communications required or permitted under
      this Agreement will be delivered to the parties at the address set forth
      below their respective signature blocks, or at such other address that
      they hereafter designate by notice to all other parties in accordance with
      this Section 9.1. All notices and communications will be deemed to be
      received in accordance with the following: (i) in the case of personal
      delivery, on the date of such delivery; (ii) in the case of facsimile
      transmission, on the date on which the sender receives confirmation by
      facsimile transmission that such notice was received by the addressee,
      provided that a copy of such transmission is additionally sent by mail as
      set forth in (iv) below; (iii) in the case of overnight air courier, on
      the second business day following the day sent, with receipt confirmed by
      the courier; and (iv) in the case of mailing by first class certified
      mail, postage prepaid, return receipt requested, on the fifth business day
      following such mailing.

9.2   ASSIGNMENT. This Agreement and the various rights and obligations arising
      hereunder will inure to the benefit of and be binding upon Kino, their
      successors and permitted assigns, and Modavox and its successors and
      permitted assigns. Neither this Agreement nor any of the rights,
      interests, or obligations hereunder will be transferred or assigned by
      Kino, including but not limited to assignment by operation of law or by
      change of control of Kino, without the prior written consent of the other
      parties.

9.3   EXPENSES. Modavox and Kino will each bear and pay all costs and expenses
      respectively incurred by each of them on their behalf in connection with
      this Agreement, including fees and expenses of their own financial
      consultants, accountants and legal counsel. Modavox will pay all
      applicable sales, use, excise, transfer, documentary and any other similar
      taxes arising out of this Agreement, or in relation to the transactions
      referenced herein.

9.4   WAIVER; CONSENT. This Agreement may not be changed, amended, terminated,
      augmented, rescinded, or discharged (other than by performance), in whole
      or in part, except by a writing signed by the parties hereto, and no
      waiver of any of the provisions or conditions of this Agreement or any of
      the rights of a party will be effective or binding unless such waiver will
      be in writing and signed by the party claimed to have given or consented
      thereto. Except to the extent that a party may have otherwise agreed in
      writing, no waiver by that party of any condition of this Agreement or
      breach by the other party of any of its obligations or representations
      hereunder or thereunder will be deemed to be a waiver of any other
      condition or subsequent or prior breach of the same or any other
      obligation or representation by the other party.


                                       33
<PAGE>

9.5   COUNTERPARTS. This Agreement may be signed simultaneously in multiple
      counterparts, each of which will be deemed an original, but all of which
      taken together will constitute one and the same instrument.

9.6   SEVERABILITY. If one or more provisions of this Agreement are held to be
      unenforceable under applicable law, such provision will be excluded from
      this Agreement to the extent of its unenforceability, and the balance of
      the Agreement will be interpreted as if such unenforceable provision (to
      the extent of its unenforceability) was so excluded, but will otherwise be
      enforceable in accordance with its terms.

9.7   ABSENCE OF THIRD PARTY BENEFICIARY RIGHTS. No provisions of this Agreement
      are intended, nor will be interpreted, to provide or create any third
      party beneficiary rights or any other rights of any kind in any client,
      customer, affiliate, stockholder, partner or employee of any party or any
      other person or entity unless specifically provided otherwise herein, and,
      except as so provided, all provisions hereof will be personal solely
      between the parties to this Agreement.

9.8   COOPERATION AND RECORDS RETENTION. Kino and Modavox will (i) each provide
      the other with such assistance as may reasonably be requested by them in
      connection with the preparation of any Tax Returns, or in connection with
      any audit or other examination by any taxing authority or any judicial or
      administrative proceedings relating to liability for Taxes, (ii) each
      retain and provide the other, with any records or other information which
      may be relevant to any such Tax Return, audit or examination, proceeding
      or determination, and (iii) each provide the other with any final
      determination of any such audit or examination, proceeding or
      determination that affects any amount required to be shown on any Tax
      Return of the other for any period. Without limiting the generality of the
      foregoing, the Principals and Modavox will retain, until the applicable
      statute of limitations (including any extensions) have expired, copies of
      all Tax Returns, supporting work schedules and other records or
      information which may be relevant to such Tax Returns for all tax periods
      or portions thereof ending before or including the Closing Date and will
      not destroy or otherwise dispose of any such records without first
      providing the other party with a reasonable opportunity to review and copy
      the same. Modavox will keep the original copies of the records at its
      facilities in Delaware and elsewhere, if applicable, and, at the
      Principals' expense, will provide copies of the Records to the Principals
      upon the Principals' request. Any information obtained under this Section
      9.8 will be kept confidential except as may be otherwise necessary in
      connection with the filing of Tax returns or claims for refund or in
      conducting an audit or other proceeding.

9.9   COMPULSORY ARBITRATION AND LEGAL FEES. Any controversy, claim and/or
      dispute arising out of or relating to this Agreement or the breach hereof
      or subject matter hereof (including any action in tort) will be finally
      and settled by arbitration in Phoenix, Arizona, in accordance with
      then-existing Commercial Arbitration Rules of the American Arbitration
      Association (the "AAA"), and judgment upon the award rendered by the
      arbitrators may be entered in any court having applicable jurisdiction.
      Written notice of demand for arbitration will be given to the other
      parties and to the AAA within six (6) months after the controversy, claim
      or dispute has arisen or be barred, and in no event after the date when
      the institution of court proceedings based on such dispute would be barred
      by the applicable of statute of limitations. Controversies, claims and/or


                                       34
<PAGE>

      disputes will be resolved by one arbitrator selected by the mutual
      agreement of the parties or, failing that agreement within forty-five (45)
      days after written notice demanding arbitration, by the AAA. There will be
      limited discovery prior to the arbitration hearing as follows: (i)
      exchange of witness lists and copies of documentary evidence and documents
      related to or arising out of the issues to be arbitrated, and (ii)
      depositions of all party witnesses. Depositions will be conducted in
      accordance with the rules or code of Civil Procedure of the jurisdiction
      in which the arbitration is conducted, and a court reporter will record
      all hearings, with such record constituting the official transcript of
      such proceedings. All decisions of the arbitrator will be in writing, and
      the arbitrator will provide reasons for the decision. Each Party will bear
      its own respective attorneys' fees, costs and disbursements in connection
      with any dispute or arbitration.

9.10  SPECIFIC PERFORMANCE. Notwithstanding Section 9.9, the parties agree that
      irreparable damage would occur if any provision of this Agreement is not
      performed in accordance with the terms hereof, and that Kino and Modavox
      will be permitted to access the court system to obtain injunctive relief
      and/or specific performance of the terms hereof.

9.11  FURTHER ACTION. Each of the parties will use all reasonable efforts to
      take, or cause to be taken, all appropriate action, do or cause to be done
      all things reasonably necessary, proper or advisable under applicable
      laws, and sign and deliver such documents and other papers, as may be
      reasonably required to carry out the provisions of this Agreement, and
      consummate and make effective the transactions contemplated by this
      Agreement.

9.12  INTERPRETATION. As used in this Agreement, the term "person" will mean and
      include any individual, partnership, joint venture, corporation, trust,
      unincorporated organization, and government or other department or agency
      thereof. Except to the extent the context otherwise requires: (i) any
      reference to an Article, Section, Schedule or Exhibit is a reference to an
      article, section, schedule or exhibit of this Agreement; (ii) any
      reference to a section or a clause is, unless otherwise stated, a
      reference to a section or a clause of the Section or subsection in which
      the reference appears; (iii) the words "hereof", "herein", "hereto" and
      the like mean and refer to this Agreement as a whole, and not merely to
      the specific Article, Section, subsection, paragraph or clause in which
      the respective word appears; (iv) the meaning of defined terms will be
      equally applicable to both the singular and plural forms of the terms
      defined; (v) the words "including", "includes" and "include" will be


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      deemed to always be followed by the words "without limitation"; (vi)
      references to agreements and other contractual instruments will be deemed
      to include all subsequent amendments and other modifications thereto;
      (vii) references to statutes or regulations are to be construed as
      including all statutory and regulatory provisions consolidating, amending
      or replacing the statute or regulation referred to; (viii) any table of
      contents, captions and headings are for convenience of reference only, and
      will not affect the construction of this Agreement; (ix) in the
      computation of periods of time from a specified date to a later specified
      date, the word "from" means "from and including"; the words "to" and
      "until" each mean "to but excluding"; and the word "through" means "to and
      including"; and (x) references to days will mean calendar days. No
      provision of this Agreement will be construed against or interpreted to
      the disadvantage of any of the parties by any court or other authority by
      reason of that party having drafted or proposed such provision.

9.13  APPLICABLE LAW. This Agreement will, in all respects, be governed by the
      laws of the state of Delaware applicable to all agreements signed and to
      be wholly performed within the state of Delaware. If one or more
      provisions of this Agreement are held to be unenforceable under applicable
      law, such provision will be excluded from this Agreement to the extent of
      its unenforceability, and the balance of the Agreement will be interpreted
      as if such unenforceable provision (to the extent of its unenforceability)
      was so excluded, but will otherwise be enforceable in accordance with its
      terms.

9.14  SURVIVAL. The representations, warranties and covenants of the parties
      hereto will survive the Closing or the termination of this Agreement if
      the Closing does not occur, subject to the express limitations on
      survivability contained in this Agreement.

9.15  ENTIRE AGREEMENT. This Agreement will be deemed to include the exhibits
      and schedules referred to herein. This Agreement, together with the
      documents referred to herein, and the documents to be signed and delivered
      hereunder contemporaneously with the Closing Date embody the entire
      agreement and understanding of the parties with respect to the subject
      matter hereof, and supersede and extinguish all prior agreements, drafts,
      representations and understandings, oral or written, relative to such
      subject matter. Each of the parties hereby acknowledges that no
      representations, inducements, promises or agreements, verbally or
      otherwise, have been made by any of the parties, or anyone acting on
      behalf of any of the parties, which are not embodied in this Agreement,
      and that no other agreement, statement or promise not contained in this
      Agreement will be valid or binding. Each of the parties represents and
      warrants that it has fully familiarized itself with this Agreement, and
      that such party has been fully authorized to sign this Agreement, and all
      related documents. The parties agree that this Agreement will only be
      binding when signed by the parties in the blanks immediately below. If the
      pages of this Agreement are initialed, such initialing will be solely for
      the purpose of identification. If initialing is on some, but not all, of
      the pages of this Agreement, that absence of initialing will not affect
      the validity of this Agreement, to the extent it is signed in the blanks
      immediately below.


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<PAGE>

      IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
and delivered as of the latest date this Agreement is executed by the
signatories, as set forth below.

Modavox, Inc.                             Kino Interactive, L.L.C.


By: /s/ David Ide                         By: /s/ Nathan Bradley
    ---------------------------------         ---------------------------------
    David Ide                                 Nathan Bradley
    Chief Executive Officer                   Managing Member

Date: December 5, 2005                    Date: December 5, 2005


2617 South 46th Street, Suite 300         5151 E. Broadway
Phoenix, AZ  85034                        Tucson, AZ  85711


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