EXECUTION




**AGREEMENT
      AND PLAN OF MERGER**





THIS
      AGREEMENT is made as of the 23rd day of May, 2007, by and between MIGO SOFTWARE,
      INC., a Delaware corporation (the “ **Buyer** ”),
      MACROPORT, INC., a California corporation (“ **MP** ”),
      MIGO
      ACQUISITION, INC., a California corporation (“ **Merger
      Sub** ”)
      and
      those shareholders of MP indicated on Schedule 1 hereto (collectively, the
      “ **Shareholders** ’
or
      individually a “ **Shareholder** ”).





RECITALS




A.  The
      Shareholders own more than 50% of the outstanding stock in MP (counting all
      classes of stock as a single class). MP provides the following software
      products: Universal Loader, PhotoPlay, MediaPlay Mobile Billboard Video
      Autoscaler, Memory Card DRM, in each case in a form suitable for use on a memory
      cards (referred to herein as the “ **MP
      Business** ”).




B.  The
      respective Boards of Directors of Buyer, Merger Sub, and MP have determined
      that
      the acquisition of MP by Buyer through the merger of MP with and into Merger
      Sub
      (the “ **Merger** ”),
      in
      accordance with and subject to the terms and conditions of this Agreement,
      is in
      the best interests of the respective corporations and their respective
      shareholders.





C.  Upon
      completion of the Merger, MP will be merged into Merger Sub which will remain
      a
      wholly owned subsidiary of Buyer and the stockholders of MP will become
      stockholders of Buyer.





D.  For
      United States federal income tax purposes, the Merger is intended to qualify
      as
      a reorganization described in section 368 of the Internal Revenue Code of
      1986, as amended (the **"Code"** ). ****





E.  The
      Parties are entering into this Agreement in order to agree upon the terms and
      conditions of the Merger.





NOW,
      THEREFORE, in consideration of the mutual promises herein made, and intending
      to
      be legally bound hereby, the parties agree as follows;





ARTICLE
      1


MERGER




1.1  Merger .
      Subject
      to the terms and conditions of this Agreement, at the Effective Time, MP shall
      be merged with and into Merger Sub in accordance with the provisions of Sections
      1100-1113 of the California Corporation Code, and the separate corporate
      existence of MP shall cease. Merger Sub shall be the surviving corporation
      of
      the Merger (the “ **Surviving
      Corporation** ”)
      and
      shall continue its corporate existence under the laws of the State of
      California. The name of the Surviving Corporation after the Merger shall be
      “MacroPort, Inc.”









1.2  Conversion
      of Capital Stock .
      Subject
      to the provisions of this Agreement, at the Effective Time, automatically by
      virtue of the Merger and without any action on the part of any Party or any
      other Person:




(a)  Each
      share of capital stock of Merger Sub issued and outstanding immediately prior
      to
      the Effective Time shall remain outstanding and unchanged.




(b)  Each
      share of MP Stock issued and outstanding immediately prior to the Effective
      Time
      shall be converted into the right to receive the per share Consideration set
      forth in Article 2. At the Effective Time, holders of MP Stock shall cease
      to be
      and shall have no rights as shareholders of the Surviving Corporation (other
      than to receive the per share Consideration pursuant to this subsection, which
      shall be issuable in full satisfaction of all rights pertaining to such shares
      of MP Stock). From and after the Closing Date, there shall be no transfers
      on
      the stock transfer books of MP of shares of MP Stock and, if certificates are
      presented to MP for transfer on or after the Closing Date, they shall be
      delivered to the Buyer for cancellation.




1.3  Filing
      of Merger Certificate; Effective Time .
      Simultaneously with the Closing, the appropriate Parties shall duly execute
      a
      Certificate of Merger to be filed with the California Secretary of State to
      effect the Merger (in the form attached as **Exhibit
      1.3** )
      (the
      " **Merger
      Certificate** ").
      The
      Merger Certificate shall be filed with the California Secretary of State on
      the
      Closing Date. The Merger shall be effective (the " **Effective
      Time** ")
      as of
      the date on which the Merger Certificate has been duly filed and/or registered
      by the California Secretary of State.




1.4  Effects
      of Merger .
      The
      Parties intend for the Merger to have the effects set forth in this Agreement
      and the California Corporation Code. Without limiting the generality of the
      foregoing, and subject thereto, at the Effective Time, all of the rights,
      privileges, immunities, powers, and franchises of MP and all property (real,
      personal, and mixed) of MP and all debts due to MP on any account, and all
      choses in action, and every other interest of or belonging to or due to MP,
      will
      vest in the Surviving Corporation, and all debts, liabilities, obligations,
      restrictions, disabilities, and duties of MP shall become debts, liabilities,
      obligations, restrictions, disabilities, and duties of the Surviving Corporation
      and may be enforced against the Surviving Corporation to the same extent as
      if
      such debts, liabilities, obligations, restrictions, disabilities, and duties
      had
      been incurred or contracted by the Surviving Corporation. The title to any
      real
      estate or any interest therein vested, by deed or otherwise, in MP shall not
      revert or in any way become impaired by reason of the Merger.




1.5  Closing .
      The
      closing (the “ **Closing** ”)
      of the
      Merger shall take place at 1:00 p.m., local time, on the Closing Date, at the
      offices of Ellis Funk, P.C., 3490 Piedmont Road, Suite 400, Atlanta, Georgia
      30305, or at such other time and place as may be mutually agreed by the Buyer
      and MP. The “ **Closing
      Date** ”
shall
      be the date as of which all closing conditions shall have been satisfied or
      waived and the effective date of the transactions described herein shall be
      the
      close of business on the date immediately preceding the Closing Date, unless
      otherwise agreed by the parties. All transactions relating to the MP Business
      occurring on or after the close of business on the Closing Date shall be for
      the
      Buyer's account. If the Closing has not occurred on or before June 30, 2007,
      either MP or Buyer may terminate this Agreement by providing written notice
      of
      termination.




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1.6  Articles ** of
      Incorporation; Bylaws .
      The
      Merger documentation shall provide that, at the Effective Time, the Articles
      of
      Incorporation and By-laws of the Merger Sub shall remain the Articles of
      Incorporation and By-laws of the Surviving Corporation.




1.7  Directors
      and Officers *.* At
      the
      Effective Time, the officers of the Surviving Corporation shall be Kent Heyman,
      Chief Executive Officer and Chairman of the Board and Richard Liebman, Chief
      Financial Officer and Seccretary. The Board of Directors of the
      Surviving Corporation shall consist of two (2) members selected by Buyer
      (initially to be Kent Heyman and Richard Liebman). The
      initial directors and officers of the Surviving Corporation shall serve until
      their respective successors are duly elected or appointed and qualified.





1.8  Stock
      Options of MP . ** All
      outstanding options to purchase MP common stock under MP's Stock Option Plans
      that have not been exercised prior to or in connection with the Closing
      (collectively, **"MP's
      Option Plans"** and **** each
      such
      option, an **"MP
      Option** ")
      shall
      be exchanged for new options to purchase Buyer’s Common Stock on terms set forth
      in **Exhibit
      1.8** of this
      Agreement.





1.9  Exchange
      of Certificates .





(a)  *Exchange
      Agent.* Buyer
      shall select an institution to act as the exchange agent (the **“Exchange
      Agent”** *)* in the
      Merger.





(b)  *Exchange
      Procedures.* Promptly
      after the Effective Time, Buyer shall instruct the Exchange Agent to mail to
      each holder of record of a certificate or certificates that immediately prior
      to
      the Effective Time represented outstanding shares of MP capital stock
      ( ***"*** **Certificates** ”) **** and
      to
      each holder of Dissenting Shares, (i) a letter of transmittal in customary
      form (that shall specify that delivery shall be effected, and risk of loss
      and
      title to the Certificates shall pass, only upon proper delivery of the
      Certificates to the Exchange Agent and shall contain such other provisions
      as
      Buyer may reasonably specify and agreed to by MP), (ii) instructions in
      effecting the surrender of the Certificates in exchange for the per share
      Consideration to be paid hereunder, and (iii) such notification as may be
      required under the California Corporations Code to be given to the holders
      of
      Dissenting Shares. Upon surrender of Certificates for cancellation to the
      Exchange Agent together with such letter of transmittal, duly completed and
      validly executed in accordance with the instructions thereto, the holders of
      such Certificates shall be entitled to receive in exchange therefor the per
      share Consideration to be paid hereunder and the Certificates so surrendered
      shall forthwith be canceled. Until so surrendered, outstanding Certificates
      will
      be deemed from and after the Effective Time, for all corporate purposes, to
      evidence only the ownership of the per share Consideration to be paid hereunder
      with respect to such shares of MP capital stock. In the event of a transfer
      of
      ownership of shares of MP capital stock that is not registered in MP's transfer
      records, the per share Consideration to be paid hereunder may be issued to
      a
      transferee if the Certificate representing such shares of MP capital stock
      is
      presented to the Exchange Agent, accompanied by all documents required to
      evidence and effect such transfer and by evidence that any applicable stock
      transfer taxes have been paid.




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(c)  *Fractional
      Shares.* No
      fraction of a share of Buyer stock will be issued by virtue of the Merger,
      but
      in lieu thereof each holder of shares of MP capital stock who would otherwise
      be
      entitled to a fraction of a share of Buyer stock (after aggregating all
      fractional shares of Buyer stock to be received by such holder) shall receive
      from Buyer an amount of cash (rounded to the nearest whole cent) equal to the
      product of (i) such fraction, multiplied by (ii) the last trading
      price of Buyer Common Stock as reported on the Over the Counter Bulletin Board
      prior to the Closing Date.





(d)  *Required
      Withholding.* Each
      of
      the Exchange Agent, Buyer and the Surviving Corporation shall be entitled to
      deduct and withhold from any consideration payable or otherwise deliverable
      pursuant to this Agreement to any holder or former holder of MP capital stock
      such amounts as may be required to be deducted or withheld therefrom under
      the
      Code or under any provision of state, local or foreign tax law or under any
      other applicable legal requirement. To the extent such amounts are so deducted
      or withheld, such amounts shall be treated for all purposes under this Agreement
      as having been paid to the person to whom such amounts would otherwise have
      been
      paid.





(e)  *Lost,
      Stolen or Destroyed Certificates.* In
      the
      event that any Certificates shall have been lost, stolen or destroyed, the
      Exchange Agent shall issue in exchange for such lost, stolen or destroyed
      Certificates, upon the making of an affidavit of that fact by the holder
      thereof, the per share Consideration to be paid hereunder with respect to the
      shares of MP capital stock represented by such Certificates pursuant to Article
      2 hereof; *provided,
      however* ,
      that
      Buyer may, in its discretion and as a condition precedent to the issuance of
      such consideration, require the owner of such lost, stolen or destroyed
      Certificates to deliver a bond in such sum as it may reasonably direct as
      indemnity against any claim that may be made against Buyer, the Surviving
      Corporation or the Exchange Agent against any claim that may be made with
      respect to the Certificates alleged to have been lost, stolen or destroyed.





(f)  *No
      Liability.* Notwithstanding
      anything to the contrary in this Section 1.9, neither the Exchange Agent,
      Buyer, the Surviving Corporation nor any party hereto shall be liable to a
      holder of shares of MP capital stock for any amount properly paid to a public
      agency pursuant to any applicable abandoned property, escheat or similar law.





1.10  Tax
      Consequences *.* It
      is
      intended by the parties hereto that the Merger shall constitute a reorganization
      described in section 368 of the Code. The parties hereto adopt this
      Agreement as a “plan of reorganization” within the meaning of
      sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax
      Regulations (the **“Treasury
      Regulations** ").




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1.11  Dissenters’
      Rights *.*





(a)  Notwithstanding
      any provision of this Agreement to the contrary other than Section 1.11(b),
      any shares of MP capital stock held by a holder who has demanded and perfected
      appraisal rights for such shares in accordance with Section 1300 of the
      California Corporations Code and who, as of the Effective Time, has not
      effectively withdrawn or lost such appraisal or dissenters’ rights ( **“Dissenting
      Shares** ”), **** shall
      not
      be converted into or represent a right to receive the per share Consideration
      to
      be paid hereunder pursuant to Article 2 hereof, but instead shall be converted
      into the right to receive only such consideration as may be determined to be
      due
      with respect to such Dissenting Shares under the California Corporation Code.
      From and after the Effective Time, a holder of Dissenting Shares shall not
      be
      entitled to exercise any of the voting rights or other rights of a stockholder
      of the Surviving Corporation.





(b)  Notwithstanding
      the provisions of Section 1300, if any holder of shares of MP capital stock
      who demands appraisal of such shares under the California Corporations Code
      shall effectively withdraw or lose (through failure to perfect or otherwise)
      the
      right to appraisal, then, as of the later of the Effective Time or the
      occurrence of such event, such holder’s shares shall no longer be Dissenting
      Shares and shall automatically be converted into and represent only the right
      to
      receive the per share Consideration to be paid hereunder pursuant to Article
      2
      hereof, without interest thereon, upon surrender of the certificate representing
      such shares pursuant to Section 1.9.





(c)  MP
      shall
      give Buyer (i) prompt notice of any written demands for payment with
      respect to any shares of MP capital stock pursuant to the appraisal rights
      under
      California law, withdrawals of such demands, and any other instruments served
      pursuant to California law and received by MP which relate to any such demand
      for appraisal and (ii) the opportunity to participate at its own expense in
      all negotiations and proceedings which take place prior to the Effective Time
      with respect to demands for appraisal under California law. MP shall not, except
      with the prior written consent of Buyer (not to be unreasonably withheld),
      voluntarily make any payment with respect to any demands for appraisal of MP
      capital stock or offer to settle or settle any such demands.





1.12  Taking
      of Necessary Action; Further Action *.* If, at
      any time after the Closing, any further action is necessary to carry out the
      purposes of this Agreement and to vest the Buyer with full right, title and
      possession to all assets, property, rights, privileges, powers and franchises
      of
      MP, the Shareholders, at Buyer’s expense, shall use commercially reasonable
      efforts to take such lawful and necessary actions.




ARTICLE
      2


MERGER
      CONSIDERATION





2.1  Purchase
      Price .
      The
      merger consideration (the “ **Consideration** ”)
      shall
      consist of the following consideration: (i) $2,500,000 in the form of newly
      issued shares of Series B Convertible Preferred Stock of the Buyer to be valued
      as set forth in Section 2.2 below; (ii) $2,000,000 in the form of newly issued
      shares of Common Stock of the Buyer to be valued as set forth in Section 2.3
      below; and (iii) Buyer’s commitment to make incentive payments in an aggregate
      amount not to exceed $3,000,000 as provided in Section 2.4 below.




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2.2  Buyer
      Preferred Stock .
      At the
      Closing, the MP equity holders shall be entitled to receive $2,500,000 of Series
      B Convertible Preferred Stock, valued based on the average Sale Price of Buyer's
      stock during the 10 business days prior to the Closing, but in no event less
      than $0.20 or more than $0.35 (the “ **Closing
      Stock Price** ”).
      For
      purposes of this Section 2.2 and Sections 2.3 and 2.4 below, the **“Sale
      Price”** on any
      date means the closing sale price per share of Common Stock (or, if no closing
      sale price is reported, the average of the bid and ask prices or, if more than
      one in either case, the average of the average bid and average ask prices)
      on
      such date as reported in the Over the Counter Bulletin Board (“ **OTCBB** ”)
      or
      such other principal United States securities exchange on which the Buyer's
      Common Stock is traded or, if the Common Stock is not listed on the OTCBB or
      a
      United States national or regional securities exchange, (i) as reported by
      the
      National Association of Securities Dealers Automated Quotation System or by
      the
      National Quotation Bureau Incorporated, or (ii) if such bid and ask prices
      are
      not reported by the National Association of Securities Dealers Automated
      Quotation System or by the National Quotation Bureau Incorporated, in a manner
      to be determined by the Buyer on the basis of such quotations as the Buyer's
      Board of Directors considers appropriate in its reasonable discretion, subject
      to the written agreement of MP. The Buyer shall have the right to require
      conversion of the Series B Convertible Preferred Stock at any time after three
      (3) months following the Closing, if the Sale Price of the Buyer's Common Stock
      exceeds $0.45 per share for ten consecutive trading days. The other terms of
      the
      Series B Convertible Preferred Stock shall be as set forth in the Certificate
      of
      Designation of Rights, Preferences, Limitations, Terms and Conditions of Series
      B Convertible Preferred Stock attached as **Exhibit
      2.2** to
      this
      Agreement.




2.3  Buyer
      Common Stock .
      At the
      Closing, the MP equity holders shall be entitled to receive $2,000,000 of the
      Buyer's Common Stock, valued based on the Closing Stock Price.




2.4  Incentive
      Consideration .





(a)  Buyer
      shall pay to the MP equity holders amounts, not to exceed an aggregate of
      $3,000,000, based on the “ **Qualifying
      Revenues** ”
      (defined below) during the twelve (12) month period (the **"Incentive
      Period"** )
      beginning on the first day of the first calendar month beginning on or after
      the
      Closing Date as follows: (i) If the Qualifying Revenues during the Incentive
      Period are greater than or equal to $4,000,000, then the Buyer shall pay to
      the
      MP equity holders the cash sum of $500,000 plus $500,000 of Buyer's Common
      Stock, valued based on the average Sale Price of Buyer’s stock during the 10
      business days prior to the Payment Date (defined in Section 2.4(b) below);
      and
      (ii) If the Qualifying Revenues during the Incentive Period exceed $4,000,000,
      then the Buyer shall pay to the MP equity holders an additional $0.25 in value
      ( **"Additional
      Payments ")** for
      each
      dollar by which the Qualifying Revenues during the Incentive Period exceed
      $4,000,000; provided, however, that in no event shall the cumulative amount
      of
      Additional Payments exceed $2,000,000. The Additional Payments may be made
      by
      the Buyer, at its option, in either cash up to $1,000,000 or shares of Buyer's
      Common Stock or a combination thereof; provided, however, if the Additional
      Payments exceed $1,000,000, the maximum Buyer may pay in cash shall be
      $1,000,000 and any Additional Payments owing above $1,000,000 must be paid
      in
      Common Stock. If Additional Payments are made in shares of Buyer's Common Stock,
      the Common Stock shall be valued based on the average Sale Price of Buyer’s
      stock during the 10 business days prior to the Payment Date.




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(b)  Within
      forty-five (45) days following each calendar quarter during the Incentive
      Period, Buyer shall make a calculation of Qualifying Revenue for the period
      commencing on the Closing Date and ending as of the end of such calendar quarter
      and shall determine whether any payments of Additional Payments are due in
      accordance with this Section 2.4 ( *i.e.* ,
      payments would be due only if the Qualifying Revenues through the end of such
      calendar quarter exceed $4,000,000). Buyer will provide a copy of each calendar
      quarter calculations to the Shareholders and simultaneously pay the MP equity
      holders any amounts then due. Within sixty (60) days after the end of the
      Incentive Period, Buyer shall make a calculation of Qualifying Revenues for
      the
      entire period and shall determine the final amount of payments due under this
      Section 2.4. Buyer shall provide a copy of such calculations to the Shareholders
      and shall simultaneously pay to the MP equity holders the amount so determined
      (in Common Stock or cash as provided in Section 2.4(a)). The incentive payment
      due under Section 2.4(a)(i) and the Additional Payments shall be made no later
      than seventy-five (75) days following the earlier of (i) the end of the calendar
      quarter in which the target Qualifying Revenues specified in Section 2.4(a)
      are
      achieved and (ii) the end of the Incentive Period (the **“Payment
      Date”** ).




(c)  In
      the
      event the Qualifying Revenues during the Incentive Period are less than
      $2,500,000, then the MP equity holders shall return to the Buyer $1,000,000,
      comprised of $500,000 of the Series B Convertible Preferred Stock issued to
      the
      MP equity holders pursuant to Section 2.2 above and $500,000 of the Common
      Stock
      issued to the MP equity holders pursuant to Section 2.3 above, with the value
      based on the Closing Stock Price; provided, however, that each MP equity holder
      may elect, at its option (but not the obligation), to return all or part of
      the
      $1,000,000 claw back in cash. To secure this possible return of stock, the
      shares of Series B Convertible Preferred Stock and Common Stock subject to
      being
      returned to the Buyer shall be pledged to the Buyer pursuant to the terms of
      a
      Stock Pledge Agreement in the form attached as **Exhibit
      2.4** .
      In the
      event the MP equity holders are required to return any consideration pursuant
      to
      this Section 2.4(c), MP and Buyer agree that such return shall be treated as
      a
      reduction in the total Consideration for tax purposes.




(d)  For
      these
      purposes, “ **Qualifying
      Revenue** ”
shall
      mean (1) the total amount of revenues recognized by Buyer under generally
      accepted accounting principles, consistently applied by Buyer (but excluding
      any
      sales or use taxes or other add-on charges such as shipping) during the
      Incentive Period from the sale or licensing of MP products or services (but
      without double counting any revenue) from transactions described in subparts
      (i)
      through (v) of this Section 2.4(d), plus (2) to the extent not taken into
      account and credited to the Incentive Period under clause (1) above, cash
      received by Buyer during the Incentive Period from prepaid licenses that would
      constitute Qualifying Revenues, but only to the extent the prepayment is for
      a
      period not to exceed twelve (12) months from the date the prepaid license fee
      is
      received, minus (3) returns and refunds (to the extent not taken into account
      and credited to the Incentive Period under clause (1) above) actually granted
      and attributed to the Incentive Period in accordance with generally accepted
      accounting principles, consistently applied by Buyer, and also minus (4) to
      the
      extent not taken into account and credited to the Incentive Period under clause
      (1) above, Qualifying Revenues which Buyer reasonably determines will be
      uncollectible consistent with past practices and generally acceptable accounting
      principles:




(i)  All
      revenue from those clients listed on **Schedule
      2.4(d)** who have
      purchased MP products or services in the past prior to Closing, regardless
      of
      the technology or service sold (including sales of Buyer’s products or services
      to such clients);




7




(ii)  Any
      licensing revenue committed by Kingston to MP, regardless of whether or not
      it
      is committed or paid before or after the Closing.




(iii)  Any
      revenue from existing MP products or services offered as stand alone
      applications or promotions regardless of the client;




(iv)  Any
      revenue reasonably allocated to MP products and services from any sale or
      offering of a bundle of products or services that includes one or more MP
      products or services (allocated on the basis of the value of the MP products
      on
      a stand alone basis); and




(v)  Any
      revenue generated from any sale transaction where the MP product or service
      drives upgrades to Buyer’s products or services.




(e)  The
      Shareholders, through the Shareholders' representative identified pursuant
      to
      Section 11.16 and his counsel and accountants, will have access during normal
      business hours to those books and records of or relating to Buyer that are
      required in order for Shareholders to confirm Qualifying Revenues. Buyer will
      make available or cause to be made available to Shareholders' representative
      such data and information concerning the sales of Buyer that may reasonably
      be
      requested by them in order for the Shareholders to confirm the amount of
      Qualifying Revenues.




2.5  Payments
      to the Shareholders .
      All
      amounts payable to the Shareholders hereunder shall be paid in the percentages
      set forth in **Schedule
      2.5** hereto.





ARTICLE
      3


REPRESENTATIONS
      AND WARRANTIES


OF
      MP AND
      THE SHAREHOLDERS





In
      order
      to induce the Buyer to enter into this Agreement, MP and the Shareholders,
      each
      severally and not jointly, make the representations and warranties set forth
      in
      this Article 3, each of which shall be deemed to be independently material
      and
      relied upon by the Buyer, subject to all exceptions and disclosures set forth
      in
      the Disclosure Schedules attached hereto. The Disclosure Schedules shall be
      arranged in paragraphs corresponding to the numbered and lettered paragraphs
      contained in this Article 3 of this Agreement. Notwithstanding the foregoing,
      any disclosure under any representation or warranty (or Section of a
      representation and warranty) shall be deemed disclosed, to qualify and
      incorporated into any other representations, warranties, section, subsection,
      paragraph and clause hereof where it is reasonably apparent that such disclosure
      is relevant to such other section, subsection, paragraph or clause hereof;
      provided, however, the disclosure of the mere existence of a document in one
      disclosure shall not constitute the disclosure of an exception based on the
      content of such document under any representation or warranty, unless the
      relevancy of the document is reasonably apparent by the fact it is listed or
      specifically described in the Disclosure Schedule or this Agreement. Except
      for
      the written representations and warranties set forth herein, MP and Shareholders
      disclaim all representations and warranties, express or implied, concerning
      MP,
      the business, the transaction contemplated hereby or any other
      matter.




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3.1  Organization
      and Qualification .




(a)  MP
      is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of the State of California. MP is qualified to transact business as a foreign
      corporation in the jurisdictions set forth on **Schedule
      3.1** attached
      hereto, and MP is not required to be so qualified in any other jurisdiction
      except where failure to be so qualified would not have a “Material Adverse
      Effect” on MP. For purposes of this Agreement, ***“*** **Material
      Adverse Effect** ***”*** means a
      material adverse effect on the financial condition, results of operations
      of the MP Business as it is currently operated by MP, or business prospects
      of the MP Business as currently contemplated by MP, taken as a whole, or on
      the
      ability of MP or the Shareholders to consummate timely the transactions
      contemplated hereby, in each case which material adverse effect cannot be
      corrected, cured or discontinued by measures taken without significant
      cost.




(b)  MP
      has
      delivered to the Buyer complete and correct copies of MP's Articles of
      Incorporation and By-laws, as amended to the date hereof, certified by the
      Secretary of State of California and the Secretary of MP, respectively. The
      Articles of Incorporation and Bylaws are in full force and effect.  MP
      is not in violation of any of the provisions of its Articles of Incorporation
      or
      Bylaws.




3.2  Ownership
      of Shares .




(a)  Immediately
      prior to the Closing, subject to the right of MP option holders to exercise
      their options on a fully accelerated basis, the authorized capital of MP
      consists solely of 20,000,000 shares of common stock, of which there are
      4,499,998 shares issued and outstanding as of the date of this Agreement, and
      4,275,000 shares of authorized preferred stock, of which there are 2,596,500
      shares issued and outstanding as of the date of this Agreement. On or before
      the
      Closing, the holders of the outstanding preferred stock shall have elected
      to
      require conversion of all shares of outstanding preferred stock into common
      stock of MP. All outstanding shares of stock are duly authorized, validly
      issued, fully paid and non-assessable and are not subject to preemptive rights
      created by statute, the Articles of Incorporation, By-laws or other governing
      instrument of MP or any agreement or document to which MP or any Shareholder
      is
      a party or by which they are bound. As of the date of this Agreement, there
      are
      no shares of stock of MP held in treasury by MP. All of the outstanding shares
      of stock of MP are owned as set forth on **Schedule
      3.2A** .





(b)  MP
      has
      reserved 900,000 shares of Common Stock for issuance to officers, directors,
      employees and consultants of MP pursuant to its MP Option Plans. Of such
      reserved shares of Common Stock, options to purchase 384,000 shares have been
      granted and are currently outstanding, and 516,000 shares of Common Stock remain
      available for issuance to officers, directors, employees and consultants
      pursuant to the Stock Plan. **Schedule
      3.2B** lists
      all outstanding stock options and the exercise prices, vesting terms and
      expiration dates of each.




9





(c)  Except
      for outstanding options issued pursuant to the Stock Plan and warrants to
      purchase 275,000 shares of Series A Preferred Stock, there are no outstanding
      options, warrants, calls, subscriptions, commitments, agreements, or other
      rights to purchase or dispose of any shares of stock of MP, or other securities
      outstanding which are convertible into shares of stock of MP, and no other
      party
      has any right or option to acquire any equity interest in MP. **Schedule
      3.2C** lists
      all outstanding warrants and the exercise prices and expiration dates of each.
      On or before the Closing, all of the warrants shall have been exercised or
      shall
      have expired.





(d)  All
      outstanding shares of stock of MP have been issued in compliance with
      (i) all applicable securities and blue sky laws and other applicable
      material Legal Requirements and (ii) all material requirements set forth in
      applicable agreements or instruments, in each case except for the failure of
      which will not have a Material Adverse Effect. For the purposes of this
      Agreement, *“* **Legal
      Requirements”** means
      any
      federal, state, local, municipal, foreign or other law, statute, constitution,
      principle of common law, resolution, ordinance, code, edict, decree, rule,
      regulation, ruling or requirement issued, enacted, adopted, promulgated,
      implemented or otherwise put into effect and in effect as of the time of the
      stock issuance by or under the authority of any court, administrative agency
      or
      commission or other governmental authority or instrumentality, foreign or
      domestic (each, a **“Governmental
      Entity”).**





(e)  Other
      than as set forth in that certain (i) Investors’ Rights Agreement dated as of
      April, 2005, (ii) Voting Agreement dated as of February, 2005 and (iii) Right
      of
      First Refusal and Co-Sale Agreement dated as of February 2005, there are no
      registration rights, and there is no voting trust, proxy, rights agreement,
      “poison pill” anti-takeover plan or other agreement or understanding to which MP
      or any Shareholder is a party or by which they are bound with respect to any
      equity security of any class of MP. MP represents and warrants that the
      Investors’ Rights Agreement, Voting Agreement and Right of First Refusal and
      Co-Sale Agreement shall be terminated upon the Effective Time.





(f)  MP
      represents and warrants that the Consideration for the Merger shall be allocated
      among its equity holders in the percentages indicated on **Schedule
      3.2F** .




3.3  No
      Subsidiaries; Investments .
      MP has
      no subsidiaries, nor does it own any stock, bonds or other securities of, have
      any proprietary interest in, or control the management or policies (by means
      of
      a management contract or otherwise) of any other corporation, firm, association
      or business organization. No corporation, firm, association or business
      organization controls the management or policies (by means of a management
      contract or otherwise) of MP. “ **Control** ”
in
      the
      preceding sentences means the power, by means of ownership of securities,
      contract or otherwise, to elect or designate a majority of the board of
      directors or other management policies of a corporation, firm, association
      or
      business organization. Except as disclosed on **Schedule 3.3,** the MP
      Business, as operated by MP, does not depend in material part on any other
      entity.




3.4  Conflicting
      Obligations; Consents .
      The
      execution and delivery of this Agreement do not, and the consummation of the
      sale and purchase of MP Stock contemplated hereby will not: (a) conflict with
      or
      violate any provisions of the Articles of Incorporation or Bylaws of MP; (b)
      conflict with or violate any provisions of, or result in the maturation or
      acceleration of, or termination right under, any obligations under any contract
      (including customer contracts), agreement, instrument, document, lease, license,
      permit, indenture, or obligation, or any law, statute, ordinance, rule,
      regulation, code, guideline, order, arbitration award, judgment or decree,
      to
      which MP is subject or to which MP or any Shareholder is a party, except for
      the
      acceleration of vesting of stock options; or (c) violate any restriction or
      limitation of any kind by which MP or any Shareholder is bound, or result in
      the
      termination or loss of any right (or give any third party the right to cause
      such termination or loss) of any kind to which MP or any Shareholder is
      entitled. No third-party consents, approvals or authorizations are necessary
      for
      the execution and consummation of the transactions contemplated hereby, nor
      are
      any such consents, approvals or authorizations required in order to enable
      the
      Buyer to enjoy the benefits of any contracts, agreements, instruments,
      documents, leases, licenses, permits, indentures or rights of MP in accordance
      with their existing terms.




10




3.5  Enforceability .
      This
      Agreement and all other agreements of MP or the Shareholders contemplated hereby
      or to be delivered in connection herewith are or, upon the execution and
      delivery thereof, will be valid and binding obligations of MP and the
      Shareholders (as the case may be), enforceable against them in accordance with
      their terms, except as enforceability may be limited by (i) bankruptcy,
      insolvency, reorganization, fraudulent conveyance or similar laws affecting
      enforcement of creditors’ rights generally, (ii) laws or regulations concerning
      competition or fair trade; or (iii) general principles of equity.




3.6  Authorization .
      MP and
      the Shareholders have all necessary power and authority to enter into and
      perform the transactions contemplated hereby in accordance with the terms and
      conditions hereof. The execution, delivery and performance of this Agreement
      by
      MP have been duly authorized and approved by MP’s Board of Directors and no
      other corporate proceedings on the part of MP are necessary to authorize this
      Agreement or to consummate the transactions contemplated hereby, except the
      majority approval of each class of MP equity holders. On or before the date
      of execution of this Agreement, the Merger has been approved by a majority
      in
      interest of common stock of equity of MP, and as of the Closing, the Merger
      will
      have been approved by a majority in interest of each class of equity of MP.
      This
      Agreement has been duly executed and delivered by MP and the Shareholders.




3.7  Financial
      Statements; No Undisclosed Liabilities .




(a)  Attached
      as **Schedule
      3.7A** are
      true
      and complete copies of the unaudited financial statements (including balance
      sheets, statements of income and retained earnings, statements of cash flow,
      and
      any notes pertaining thereto of MP for its fiscal years ending December 31,
      2005
      and December 31, 2006, and interim financial statements for the period ending
      March 31, 2007 (collectively, the “ **Financial
      Statements** ”).
      The
      unaudited balance sheet as of April 30, 2007 is hereinafter referred to as
      the
“ **Latest
      Balance Sheet** .”
MP’s
      books and records of accounts accurately reflect all of the assets, liabilities,
      transactions and results of operations of MP in all material respects, and
      the
      Latest Balance Sheet has been prepared in a manner consistent with past
      practices of MP, except as disclosed in the notes of such Latest Balance Sheet.
      Except as set forth in **Schedule
      3.7B** ,
      the
      Financial Statements for the periods ending December 31, 2005 and December
      31,
      2006 have been prepared in accordance with generally accepted accounting
      principles in the United States (“ **GAAP** ”)
      maintained and applied on a consistent basis throughout the indicated periods
      and in a manner consistent with past practices of MP and the Financial
      Statements fairly present the financial condition and results of operations
      of
      MP at the dates and for the relevant periods indicated. Except as set forth
      on
      the Financial Statements or on the Liabilities Schedule attached as **Schedule
      3.7** ,
      MP has
      no liabilities or obligations of any nature (whether accrued, absolute,
      contingent or otherwise) that are, individually or in the aggregate, material
      to
      the MP Business, except for liabilities or obligations incurred in the ordinary
      course of business consistent with past practice since the Latest Balance
      Sheet.  As of the date of the Latest Balance Sheet, there were no material
      loss contingencies (as such term is used in Statement of Financial Accounting
      Standard No. 5) that are not adequately provided for in the Latest Balance
      Sheet.




11




(b)  All
      debts
      and other amounts due from MP to any Shareholder or their Affiliates have been
      paid, satisfied or otherwise forgiven. For all purposes of this Agreement,
      the
      term **"Affiliate”** shall
      mean: **** (i)
      in
      the case of an individual, any relative of such person, (ii) any officer,
      director, trustee, partner, manager, employee or holder of ten percent (10%)
      or
      more of any class of the voting securities of or equity interest in such person;
      (iii) any corporation, partnership, limited liability company, trust or other
      entity controlling, controlled by or under common control with such person;
      or
      (iv) any officer, director, trustee, partner, manager, employee or holder of
      ten
      percent (10%) or more of the outstanding voting securities of any corporation,
      partnership, limited liability company, trust or other entity controlling,
      controlled by or under common control with such person.




3.8  Taxes .





(a)  MP
      has
      properly completed and filed on a timely basis all foreign, federal, state,
      county and local tax returns and reports of every kind and nature (the
“ **Tax
      Returns** ”)
      relating to MP and the MP Business including, but not limited to, income,
      excise, franchise, payroll, property, sales, use, capital stock, intangible
      property, employment, social security, withholding and unemployment insurance,
      required to be filed by it and has paid all taxes, assessments, penalties,
      interest and other charges due and owing by it under applicable law. The
      Shareholders agree that they shall be responsible for the filing of all tax
      returns for MP for all periods ending prior to the Closing Date.





(b)  All
      Tax
      Returns were accurate and complete when filed in all material respects. MP
      does
      not have any tax liability, contingent or otherwise, for any taxes pertaining
      to
      MP, its assets or the MP Business, other than those reflected on the Financial
      Statements or incurred in the ordinary course of business since the date of
      the
      Latest Balance Sheet, and there are no pending proceedings relating to, or
      claims asserted for, taxes or assessments against MP. MP has not waived any
      statute of limitations in respect of Taxes or agreed to any extension of time
      with respect to a Tax assessment or deficiency.





(c)  There
      are
      no liens for Taxes (other than Taxes not yet due and payable) upon any of the
      assets of MP.





(d)  MP
      has
      not received from any taxing authority any (i) written notice indicating an
      intent to open an audit or other review or (ii) notice or deficiency or
      proposed adjustment for any amount of Tax proposed, asserted, or assessed by
      any
      taxing authority against MP.




12





(e)  No
      Tax
      audit or administrative or judicial Tax proceeding is pending with respect
      to
      MP.





(f)  MP
      is not
      a party to any agreement, contract, arrangement or plan that has resulted or
      would result, separately or in the aggregate, in the payment of any
      (i) “excess parachute payment” within the meaning of Code section 280G
      (or any corresponding provision of state, local of foreign Tax law) or
      (ii) any amount that will not be fully deductible as a result of Code
      section 162(m) or 404 (or any corresponding provision of state, local of
      foreign Tax law).





(g)  MP
      is not
      party to or has any obligation under any tax-sharing, tax indemnity or tax
      allocation agreement or arrangement.





(h)  MP
      has
      not been a member of an Affiliated Group (as defined below) filing a
      consolidated federal income Tax Return (other than a group the common parent
      of
      which was MP), nor does MP have any liability for the Taxes of any person (other
      than MP) under Treasury Regulation section 1.1502-6 (or any similar
      provision of state, local, or foreign law), as a transferee or successor, by
      contract or otherwise.





(i)  MP
      will
      not be required to include any item of income in, or exclude any item of
      deduction from, taxable income for any taxable period (or portion thereof)
      ending after the Closing Date as a result of any change in method of accounting
      for a taxable period ending on or prior to the Closing Date.





(j)  None
      of
      MP's assets are tax exempt use property within the meaning of
      section 168(h) of the Code.





(k)  From
      its
      inception until December 31, 2001, MP was a corporation taxed as an S
      corporation, and commencing on January 1, 2002, MP has been a corporation taxed
      as a C corporation under the provisions of the Internal Revenue Code of 1986,
      as
      amended (the “ **Code** ”).





(l)  MP
      has
      delivered to Buyer correct and complete copies of all foreign, federal and
      state
      income Tax Returns and all state sales and use Tax Returns filed for MP and
      its
      predecessors (if any) for 2003 and subsequent years.





For
      the
      purposes of this Agreement, **“Tax”** or **“Taxes”** means
      any
      federal, state, local or foreign income, gross receipts, license, payroll,
      employment, excise, severance, stamp, occupation, premium, windfall profits,
      environmental (including taxes under Code section 59A), customs duties,
      capital stock, franchise, profits, withholding, social security (or similar),
      unemployment, disability, real property, personal property, sales, use,
      transfer, registration, value added, alternative or add-on minimum, estimated,
      or other tax of any kind whatsoever, including any interest, penalty, or
      addition thereto, whether disputed or not and including any obligations to
      indemnity or otherwise assume or succeed to the Tax liability of any other
      person.




13




For
      purposes of this Agreement, **“Affiliated
      Group”** means
      any
      affiliated group within the meaning of Code section 1504(a) or any similar
      group defined under a similar provision of state, local, or foreign
      law.




3.9  Real
      Property .




(a)  No
      Owned Real Property .
      MP does
      not own any interest in any real property.




(b)  Leased
      Property .
      MP has
      previously provided Buyer with a copy of each real property lease of space
      utilized by MP. To the knowledge of MP, each of the real property leases is
      valid and enforceable in accordance with its terms, subject to applicable
      bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
      creditors’ rights and remedies generally and subject, as to enforceability, to
      general principles of equity (regardless of whether enforcement is sought in a
      proceeding at law or in equity), and there is no material default under any
      real
      property lease by MP or, to MP’s and any Shareholder’s knowledge, by any other
      party thereto, and no event has occurred that with the lapse of time or the
      giving of notice or both would constitute a material default thereunder. MP
      has
      made available to Buyer true, correct and complete copies of the real property
      leases, together with all amendments, modifications, supplements or side letters
      affecting the obligations of any party thereunder. To MP’s knowledge, no
      previous or current party to any real property lease for space used by MP has
      given notice of or made a claim with respect to any breach or default
      thereunder.




3.10  Personal
      Property; Good Title; Condition .
      Except
      for such personal property as has been disposed of in the ordinary course of
      MP’s business since the date of the Latest Balance Sheet, MP owns good and
      marketable title to all property which it purports to own (including, but not
      limited to, that reflected on the Latest Balance Sheet), as well as all property
      acquired by MP since the date of the Latest Balance Sheet. All tangible personal
      property reflected on the Latest Balance Sheet is actually on hand, increased
      and decreased by acquisitions and dispositions of such property in the ordinary
      course of business since the date of the Latest Balance Sheet. All such property
      has been reasonably maintained, is in good condition and repair (normal wear
      and
      tear excepted), not in need of imminent repair, and, as of the Closing, will
      be
      owned by MP free and clear of all security interests (including any conditional
      sale or other title retention agreements), liens, claims, charges, pledges,
      exceptions, and defects of title and other encumbrances of any kind, except
      as
      otherwise set forth on **Schedule
      3.10. Schedule 3.10** lists
      all
      leases of tangible personal property under which MP is the lessee, and MP has
      delivered to the Buyer true and complete copies of each such lease. No default
      exists under any such lease, as to the payment of rent or otherwise. All
      tangible personal property owned or leased by MP is located upon MP’s premises,
      except as otherwise set forth on **Schedule
      3.10** .
      The
      assets reflected on the Latest Balance Sheet consist of all assets and rights
      used in, or useful to, MP in the operation of the MP Business.




3.11  Inventory .
      Schedule 3.11 identifies MP’s inventory owned by MP as well as inventory held on
      MP’s premises that is not owned by MP, inventory consigned to MP.




3.12  Authorizations .
      MP is
      in possession of all permits necessary for MP to own, lease and operate its
      properties or to produce, store, distribute and market its products or otherwise
      to carry on the MP Business as it is now being conducted (the “ **Permits** ” )
      except
      for the failure of which will not individually or in the aggregate have a
      Material Adverse Effect, and, as of the date of this Agreement, none of the
      Permits has been suspended or cancelled nor is any such suspension or
      cancellation pending or, to the knowledge of MP, threatened, except for such
      Permits for which the failure to possess or the suspension or termination of
      which would not, individually or in the aggregate, have a Material Adverse
      Effect. All of MP’s Permits are listed on **Schedule
      3.12** . 
      The operation of the MP Business by MP is not in conflict with, or in default
      or
      violation of, any Permits, except for such conflict, default or violation of
      which would not have a Material Adverse Effect.




14




3.13  Litigation .
      Except
      as set forth on **Schedule
      3.13** ,
      there
      is no litigation, claim, proceeding or investigation pending, or, to the
      knowledge of MP, threatened against or relating to MP, its properties or
      business, or the transactions contemplated herein. **Schedule
      3.13** discloses,
      with respect to each item described thereon, the name or title of the action
      (and parties or potential parties thereto), a description of the nature of
      the
      action or claim, and an estimate of the maximum liability of MP in the event
      of
      an adverse result. Except as so described, to the Knowledge of MP, there is
      no
      state of facts or circumstances which reasonably could be expected to ripen
      into
      litigation, proceeding or investigation or adversely affect the properties,
      business or prospects of MP. Except as described on **Schedule
      3.13** ,
      there
      is no outstanding order, decree or stipulation issued by any federal, state
      or
      local authority to which MP is a party or subject and which adversely affects
      or
      may adversely affect its properties, business or prospects. No injunction,
      judgment, or other order has been issued by any court or governmental authority
      in any legal action or proceeding instituted by a third party against MP or
      any
      of its assets arising by reason of the Merger pursuant to this Agreement, which
      restrains, prohibits or invalidates or seeks to restrain, prohibit or
      invalidate, the consummation of the transactions contemplated by this Agreement,
      or seeks damages related thereto.




3.14  Compliance
      With Law .
      The
      conduct of the MP Business does not violate, nor is MP in default under, any
      law, statute, ordinance, rule, regulation, code, license, permit, guideline,
      order, arbitration award, judgment or decree, including, without limitation,
      civil rights legislation, equal employment opportunity legislation, occupational
      safety and health legislation, legislation pertaining to illegal bribes or
      kickbacks except for any such violation that would not have a Material Adverse
      Effect on the conduct of the MP Business and neither Buyer nor MP will
      after the Closing incur any liability or obligation as a result of any such
      violation or default existing prior to the Closing. No expenditures are
      anticipated which are necessary or appropriate for the continuation of the
      MP
      Business in compliance with any such law, statute, rule, regulation, code,
      license, permit, guidelines, order, arbitration award, judgment or decree,
      except fees and duties imposed or paid in the ordinary course of business,
      excluding any fees for the transfer of permits or licenses.  No
      investigation or review by any Governmental Entity is pending or, to MP’s
      Knowledge, has been threatened in a writing delivered to MP against MP,
      nor, to MP’s Knowledge, has any Governmental Entity indicated an intention to
      conduct an investigation of MP. There is no agreement, judgment, injunction,
      order or decree binding upon MP which has or could reasonably be expected to
      have the effect of prohibiting or materially impairing any business practice
      of
      MP, any acquisition of material property by MP or the conduct of business by
      MP
      as currently conducted.




3.15  Environmental
      Concerns .




(a)  Definition .
      The
      term “Environmental Laws” shall mean all federal, state and local laws including
      statutes, regulations, ordinances, codes, rules, orders, directives and other
      governmental restrictions and requirements (including, but not limited to,
      those
      contained in or evidenced by permits, temporary permits or exemption letters)
      relating to the discharge of air pollutants, water pollutants, solid wastes
      or
      process waste water or otherwise relating to the environment, hazardous wastes,
      materials or substances, toxic substances, asbestos or any process of MP that
      has an impact on the environment, including, but not limited to, the Federal
      Solid Waste Disposal Act, the Federal Clean Air Act, the Federal Clean Water
      Act, the Federal Resource Conservation and Recovery Act of 1976, the Federal
      Comprehensive Environmental Response, Compensation and Liability Act of 1980,
      Toxic Substances Control Act, Federal Water Pollution Control Act, National
      Environmental Policy Act, Federal Occupational Safety and Health Act,
      regulations of the Environmental Protection Agency, regulations of the Nuclear
      Regulatory Agency, or any applicable federal or state regulatory or
      administrative agency with authority over natural resources or environmental
      protection now in effect or presently scheduled to come into effect, all as
      presently amended.




15




(b)  Pending
      Litigation .
      Except
      as described in **Schedule
      3.15** ,
      MP is
      not a party to or the subject of any litigation or administrative proceeding
      nor, to the knowledge of MP and the Shareholders, is any litigation or
      administrative proceeding threatened against MP, which in either case asserts
      or
      alleges that MP: (i) violated or is violating any Environmental Laws, (ii)
      is
      required to clean up, remove, or take remedial or other response action due
      to
      the disposal, depositing, discharge, leaking, leaching or other release or
      migration of any pollutants, contaminants, hazardous wastes, materials or
      substances or other materials (collectively, “ **Hazardous
      Substances** ”),
      (iii)
      is required to pay all or a portion of the cost of any past, present or future
      cleanup, removal or remedial or other response action which arises out of or
      is
      related to the disposal, depositing, discharge, leaking, leaching or other
      release of any Hazardous Substance.




(c)  Storage,
      or Deposit or Treatment of Hazardous Substances .
      Except
      as described on **Schedule
      3.15** ,
      neither
      MP nor, to the best of MP’s Knowledge, any other person or entity, has caused or
      permitted Hazardous Substances to be stored, discharged or released, deposited,
      treated, recycled, leaked, spilled or disposed of on, under or at MP’s premises,
      which storage, discharge or release, deposit, treatment, recycling, leakage,
      spillage or disposition violates any Environmental Laws.




(d)  No
      Violation .
      Except
      as described in **Schedule
      3.15,** to
      MP’s
      Knowledge, the MP Business has been and is currently being operated in a manner
      which does not violate Environmental Laws in any material respect. Except as
      described in **Schedule
      3.15,** to
      the
      best of MP’s Knowledge, MP’s operations and practices and MP’s disposal
      practices are in material compliance with all terms and conditions of all
      required permits and further is in material compliance with all other
      limitations, restrictions, conditions, standards, prohibitions, requirements,
      obligations, schedules and timetables contained in all applicable Environmental
      Laws. Except as described in **Schedule
      3.15** ,
      MP has
      not received notice of any past, present or future event, condition,
      circumstance, activity, practice, incident, action or plan which may interfere
      with or prevent continued compliance with all applicable Environmental Laws,
      or
      which may give rise to any common law or legal liability, or otherwise form
      the
      basis of any claim, action, suit, proceeding, hearing or investigation under
      any
      applicable Environmental Law, based on or related to MP’s operations or
      practices or MP’s disposal practices. Except as described in **Schedule
      3.15** ,
      MP has
      not received any notice of any investigation, and, to the Knowledge of MP,
      MP is
      not under investigation, by any federal, state or local authority for the
      failure to comply with Environmental Laws. Except as described in **Schedule
      3.15** ,
      MP has
      not made any statements, warranties or representations in any documents
      submitted to any federal, state or local regulatory authority or other
      governmental body containing untrue statements of material fact or omitting
      statements of material fact rendering the statements made misleading in
      connection with any Environmental Law.




16




(e)  Disposal
      Practices .
      Except
      as described in **Schedule
      3.15** ,
      MP has
      not received any notice or Knowledge that any hazardous waste transporter or
      disposal facility that has transported, hauled or otherwise removed or disposed
      of any Hazardous Substances from MP’s premises was not properly licensed
      pursuant to all applicable Environmental Laws or that such Hazardous Substances
      were not properly transported or disposed of at a facility authorized to receive
      such Hazardous Substances pursuant to all applicable Environmental
      Laws.




(f)  Tanks
      and Vessels .
      To MP’s
      Knowledge, there are no processes, petroleum or Hazardous Substance storage
      tanks, vessels or other facilities on, under or at MP’s premises which contain
      or previously contained materials which, if known to be present in soils or
      ground water, would require cleanup, removal or other remedial action under
      Environmental Laws.




3.16  Employees .




(a)  **Schedule
      3.16** lists
      all
      individuals currently employed by MP or engaged as independent contractors
      in
      connection with the MP Business (excluding all attorneys, accountants,
      consultants and other advisors engaged for purposes of this transaction), the
      current pay arrangement for each such person, and a description of any written
      or oral agreements with such individuals that are not terminable by MP at will.
      MP has not made any commitments to increase the compensation or benefits of
      any
      of its employees. All payments to MP’s employees which would have been paid in
      the ordinary course of business consistent with MP’s past practices on or before
      the Closing Date shall have been paid as of the Closing. No promises or
      representations have been made by MP to any employee or independent contractor
      of MP with respect to his employment by the Buyer after the Closing, or the
      terms thereof.




(b)  MP
      is not
      a party to any collective bargaining or other labor union contract applicable
      to
      persons employed by MP, and no collective bargaining agreement is being
      negotiated by MP.  As of the date of this Agreement, there is no labor
      dispute, strike or work stoppage against MP pending or, to the Knowledge of
      MP,
      threatened that may interfere with the business activities of the MP
      Business.  As of the date of this Agreement, to the Knowledge of MP,
      neither MP nor any of its representatives or employees has committed any unfair
      labor practice in connection with the operation of the MP Business, and there
      is
      no charge or complaint against MP by the National Labor Relations Board or
      any
      comparable governmental entity pending or threatened in writing.




(c)  MP:
      (i) is in compliance in all material respects with all applicable foreign,
      federal, state and local laws, rules and regulations respecting employment,
      employment practices, immigration, terms and conditions of employment and wages
      and hours, in each case, with respect to MP’s employees; (ii) has withheld
      all amounts required by law or by agreement to be withheld from the wages,
      salaries and other payments to its employees; (iii) has properly classified
      independent contractors for purposes of federal and applicable state tax laws,
      laws applicable to employee benefits and other applicable laws; (iv) is not
      liable for any arrears of wages or any taxes or any penalty for failure to
      comply with any of the foregoing; and (v) is not liable for any material
      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).
      There are no pending, or, to MP’s Knowledge, threatened or reasonably
      anticipated claims or actions against MP under any workers compensation policy
      or long-term disability policy. To MP’s knowledge, no employee of MP has
      violated any employment contract, nondisclosure agreement or noncompetition
      agreement by which such employee is bound due to such employee being employed
      by
      MP and disclosing to MP or using trade secrets or proprietary information of
      any
      other person or entity. To MP’s Knowledge, all employees of MP are legally
      permitted to be employed by MP in the United States of America in their current
      jobs. There are no controversies pending or, to MP’s Knowledge threatened,
      between MP and any of its employees that would be reasonably likely to result
      in
      MP incurring material liability. MP does not have any employment contracts,
      employee agreements, or consulting agreements currently in effect that are
      not
      terminable at will (other than agreements for the sole purpose of providing
      for
      the confidentiality of proprietary information or assignment of invention)
      and
      other than those agreements identified in Disclosure **Schedule
      3.16** .
      MP has
      no liability to any employee or to any organization or any other entity under
      any employee leasing arrangement.




17




3.17  Employee
      Benefits .
      All
      employee welfare benefit plans as defined in Section 3(1) of the Employee
      Retirement Income Security Act of 1974, as amended (“ **ERISA** ”)
      (“ **Welfare
      Plans** ”),
      employee pension benefit plans as defined in Section 3(2) of ERISA
      (“ **Pension
      Plans** ”),
      and
      all incentive compensation, deferred compensation, employee loan, termination
      policy, vacation policy, non-competition and consulting agreements and all
      other
      employee fringe benefit programs and all other material plans, practice, and
      arrangements similar in nature to the foregoing, including agreements with
      independent contractors, whether written or unwritten, together with any related
      trust, insurance contract or fund, maintained by MP or to which MP contributes
      (collectively, the “ **Plans** ”),
      together with any related trust, insurance contract or fund, are listed on **Schedule
      3.17** .





(a)  Employee
      Plan Documentation. To the
      extent applicable and in existence, MP has provided Buyer with access to the
      following documents: (i) accurate and complete copies of all documents
      embodying each Plan and each Employee Agreement including all amendments
      thereto; (ii) the three most recent annual reports
      (Form Series 5500 and all schedules and financial statements attached
      thereto), if any, required under mean the Employee Retirement Income Security
      Act of 1974, as amended ( **"ERISA"** )
      or the
      Code in connection with each Plan or related trust; (iii) if the Plan is
      funded, the most recent annual and periodic accounting of Plan assets;
      (iv) the most recent summary plan description together with the summary of
      material modifications thereto, if any, required under ERISA with respect to
      each Plan; (v) all IRS determination, opinion, notification and advisory
      letters, and rulings relating to Plans and copies of all applications and
      correspondence to or from the IRS or the Department of Labor ( **"DOL"** )
      with
      respect to any Plan; (vi) all written agreements and contracts relating to
      each Plan, including, but not limited to, administrative service agreements,
      group annuity contracts and group insurance contracts; (vii) all written
      communications material to any MP employee relating to any Plan and any proposed
      Plans, in each case, relating to any material amendments, terminations,
      establishments, increases or decreases in benefits, acceleration of payments
      or
      vesting schedules or other events which would result in any material liability
      to MP; (viii) the form of COBRA notice used by MP; and (ix) all
      registration statements and prospectuses prepared in connection with each Plan.
      For purposes of this Agreement, **“Employee
      Agreement”** ****** shall
      mean each management, employment, severance, consulting, relocation,
      repatriation, expatriation or similar agreement or contract between MP and
      any
      employee or consultant that is currently in force.




18





(b)  Employee
      Plan Compliance *.* (i) MP
      has performed in all material respects all obligations required to be performed
      by it under, is not in default or violation of, and has no knowledge of any
      default or violation by any other party to, each Plan and/or Employee Agreement,
      and each Plan has been established and maintained in all material respects
      in
      accordance with its terms and in compliance with all applicable laws, statutes,
      orders, rules and regulations, including but not limited to ERISA and the Code;
      (ii) each Plan intended to qualify under Section 401(a) of the Code
      and each trust intended to qualify under Section 501(a) of the Code has
      either received (A) a favorable determination letter from the IRS with
      respect to each such Plan as to its qualified status under the Code (or has
      remaining a period of time under applicable Treasury regulations or IRS
      pronouncements in which to apply for such a determination letter and make any
      amendments necessary to obtain a favorable determination) or (B) if such
      Plan is on a prototype or volume submitter plan document, such prototype or
      volume submitter document has received a favorable opinion letter, and no event
      has occurred which would adversely affect the status of such determination
      letter or opinion letter or the qualified status of such Plan; (iii) no
“prohibited transaction,” within the meaning of Section 4975 of the Code or
      Sections 406 and 407 of ERISA, and not otherwise exempt under
      Section 408 of ERISA, has occurred with respect to any Plan;
      (iv) there are no actions, suits or claims pending, or, to the knowledge of
      MP or any Shareholder, threatened or reasonably anticipated (other than routine
      claims for benefits) against any Plan or against the assets of any Plan;
      (v) each Plan can be amended, terminated or otherwise discontinued either
      before or after the Closing Date in accordance with its terms, without liability
      to MP or Buyer (other than ordinary administration expenses typically incurred
      in a termination event); (vi) there are no audits, inquiries or proceedings
      pending or, to the knowledge of MP or any Shareholder, threatened by the IRS
      or
      DOL with respect to any Plan; (vii) neither MP nor any Affiliate is subject
      to any penalty or tax with respect to any Plan under Section 402(i) of
      ERISA or Sections 4975 through 4980 of the Code; and (viii) all
      contributions due from MP with respect to any of the Plans have been made as
      required under ERISA or have been accrued on the Financial Statements;
      (ix) to MP’s and the Shareholders’ knowledge, all individuals who, pursuant
      to the terms of any Plan or Employee Agreement, are entitled to participate
      in
      any such Plan or Employee Agreement are currently participating in such Plan
      or
      Employee Agreement, or have been given the opportunity to do so and have
      declined; (x) there has not been since January 1, 2006, any amendment to
      (whether or not written) or change in employee participation or coverage under,
      any Plan or Employee Agreement that would increase materially the expense of
      maintaining such Plan or Employee Agreement above the level of the expense
      incurred in respect thereof during the calendar year 2005.




19




(c)  Exclusivity .
      MP has
      no responsibility or liability, contingent or otherwise, with respect to any
      employee benefits for or on behalf of its employees other than under the Plans
      listed on **Schedule
      3.17** .
      MP has
      the right to amend or terminate, without the consent of any other person, any
      Plan, except as prohibited by law. None of the Plans is (i) a multiemployer
      plan
      (as such term is defined in Section 3(37) of ERISA), or (ii) an arrangement
      providing medical or other welfare benefits to retirees or other former
      employees or their beneficiaries, except as required under COBRA.




(d)  Collective
      Bargaining Agreements .
      None of
      MP’s employees are covered under a collective bargaining agreement to which MP
      is a party.




(e)  Other
      Compliance .
      To the
      best of MP’s knowledge, MP is in compliance in all material respects with its
      obligations under all statutes, executive orders and other governmental
      regulations, domestic and foreign, governing employment practices, including,
      without limitation, provisions relating to wages, hours, equal opportunity,
      discrimination in employment, and payment of social security and other taxes
      with respect to its employees.




(f)  Foreign
      Employees .
      There
      are no officers or employees, current or former, active or inactive, of MP
      working outside the United States.




(g)  No
      Post-Employment Obligations *.* No
      Plan
      provides, or has any liability to provide, severance, retiree life insurance,
      retiree health or other retiree employee welfare benefits to any person for
      any
      reason, except as may be required by COBRA or other applicable statute, and
      MP
      has never represented, promised or contracted (whether in oral or written form)
      to any employee (either individually or to employees as a group) or any other
      person that such employee(s) or other person would be provided with retiree
      life
      insurance, retiree health or other retiree employee welfare benefit, except
      to
      the extent required by COBRA or other applicable statute.





(h)  COBRA;
      FMLA *.* Neither
      MP nor any Affiliate has, prior to the Closing Date, and in any material
      respect, violated the requirements of COBRA, the requirements of the Family
      Medical Leave Act of 1993, as amended ( **"FMLA"** )
      or any
      similar provisions of state law applicable to its employees. The group health
      plans (as defined in Section 4980B(g) of the Code) that benefit employees
      of MP are in compliance, in all material respects, with the continuation
      coverage requirements of Section 4980B of the Code and Sections 601
      through 608 of ERISA, the Americans with Disabilities Act of 1990, as amended
      and the FMLA, and the regulations thereunder.





(i)  Effect
      of Transaction *.* The
      execution of this Agreement and the consummation of the transactions
      contemplated hereby will not (either alone or upon the occurrence of any
      additional or subsequent events) constitute an event under any Plan, Employee
      Agreement, trust or loan that will or may result in any payment (whether of
      severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting,
      distribution, increase in benefits or obligation to fund benefits with respect
      to any employee of MP.




20




3.18  Intellectual
      Property .




(a)  “ **Intellectual
      Property Rights** ”
shall
      mean any and all of the following which are used and/or owned by MP, along
      with
      all income, royalties, damages and payments due or payable after the Closing,
      including, without limitation, damages and payments for infringements or
      misappropriations thereof occurring after Closing, the right to sue and recover
      for past infringements or misappropriations thereof and any and all
      corresponding rights that, now or hereafter, may be secured throughout the
      world: patents, patent applications, patent disclosures and inventions (whether
      or not patentable and whether or not reduced to practice) and any reissue,
      continuation, continuation-in-part, division, revision, extension or
      reexamination thereof, utility model registrations and applications; design
      registrations and applications; trademarks, service marks, trade dress, logos,
      trade names, Internet sites, email domain names, email addresses and
      corporate names together with all goodwill associated therewith, copyrights
      registered or unregistered and copyrightable works; mask works; and all
      registrations, applications, and renewals for any of the foregoing; trade
      secrets and confidential information (including without limitation, ideas,
      formulae, compositions, manufacturing and production processes and techniques,
      research and developmental information, drawings, specifications, designs,
      plans, proposals, technical data, financial, business and marketing plans,
      and
      customer and supplier lists and related information); computer software and
      software systems (including, without limitation, data, databases, object code,
      source code, executable code and firmware and related documentation); licenses
      or other agreements including but not limited to those assigning, waiving or
      relating to rights of publicity, moral rights or neighboring rights to or from
      third parties; and all copies and tangible embodiments of the foregoing (in
      whatever form or medium), in each case including, without limitation, the items
      set forth on **Schedule 3.18** .




(b)  **Schedule
      3.18** sets
      forth a complete and correct list of (i) all patents, trademark and service
      mark
      registrations, copyright registrations and other Intellectual Property Rights
      registered by MP as well as all pending applications therefor; (ii) all business
      names, trade names and material unregistered trademarks used by MP (to the
      extent not reflected on other schedules attached hereto) as its own marks;
      (iii)
      all material computer software owned or used by MP (other than commercial
      software products generally available to users); (iv) all other material
      licenses or similar agreements for the Intellectual Property Rights to which
      MP
      is a party, in each case identifying the subject Intellectual Property Rights;
      and (v) all Internet sites and email domain names owned or used by MP in the
      MP
      Business.




(c)  Except
      as
      set forth on **Schedule 3.18** ,
      (i) MP
      owns, free and clear of any security interests, each of the Intellectual
      Property Rights as described on **Schedule 3.18** other
      than the Intellectual Property Rights that MP licenses from others, as to which
      MP has a valid and enforceable right to use such licensed Intellectual Property
      Rights, and no claim by any third party contesting the validity, enforceability,
      use or ownership of any of the Intellectual Property Rights has been made,
      is
      currently outstanding or, to MP's knowledge, is threatened; (ii) the
      Intellectual Property Rights comprise all material intellectual property rights
      which are currently being used by MP as currently conducted by MP; (iii) to
      MP's
      knowledge, no present or former member, shareholder, officer, director, manager,
      agent, consultant or independent contractor of MP owns or has any other
      right in or to, or has claimed any ownership or other right in or to, any
      Intellectual Property Rights which are necessary or desirable in connection
      with
      the MP Business as now conducted; (iv) no loss or expiration of any Intellectual
      Property Right or related group of Intellectual Property Rights is, to MP’s
      knowledge, threatened, or is pending, except for those which could not
      reasonably be expected, individually or in the aggregate, to cause
      a Material Adverse Effect on the MP Business; (v) MP has not
      received any notices of, nor is MP aware of any facts which indicate a
      likelihood of any infringement or misappropriation by, or conflict with, any
      third party with respect to any of the Intellectual Property Rights including,
      without limitation, any demand or request by MP that such third party license
      any of the Intellectual Property Rights from MP or to MP; (vi) to
      MP’s knowledge, MP has not infringed, misappropriated or otherwise
      conflicted with any rights, including intellectual property rights of any third
      parties, and MP is not aware of any infringement, misappropriation or
      conflict by MP of any third-party patent, trademark, copyright or other
      intellectual property right or of any such infringement, misappropriation or
      conflict which shall occur as a result of the continued operation of the MP
      Business, as currently conducted, and there is no demand or request from a
      third
      party that MP take a license under any intellectual property right; and (vii)
      none of the Intellectual Property Rights owned or used by MP are, to MP’s
      knowledge, being infringed, misappropriated or conflicted by any third
      party.




21




(d)  MP
      has
      taken commercially reasonable steps to protect its trade secrets and other
      confidential information.




(e)  MP
      represents that the Intellectual Property Rights include all of MP's rights,
      if
      any, in and to the relevant source and executable codes for MP's software along
      with all of MP's rights, if any, in and to any existing modifications, bug fixes
      and enhancements that have been developed by or for MP for use with MP’s
      software.




(f)  All
      personnel, including employees, officers, directors, agents, consultants and
      contractors, who have contributed to or participated in the conception, use
      or
      development of the Intellectual Property Rights have executed agreements that
      require such personnel to assign any and all interest in the Intellectual
      Property Rights to MP and to keep confidential all trade secrets, proprietary
      data, customer information or other business information of MP.  To the
      knowledge of MP, no such personnel is a party to any Contract with any Person
      other than MP that requires such personnel to assign interest in any
      Intellectual Property Rights to any Person other than MP.




(g)  Except
      for escrow agreements executed in the ordinary course of business
      with persons listed on **Schedule
      3.18** ,
      and persons listed on **Schedule
      3.18** who
      are bound by an appropriate confidentiality Contract, the source code and system
      documentation relating to MP's software programs (i) have been disclosed
      by MP only to personnel who have a “need to know” the contents thereof in
      connection with the performance of their duties to MP, and (ii) have not
      been disclosed to any third party.




3.19  Customers
      and Suppliers .




(a)  **Schedule
      3.19A** lists
      all
      the customers of MP during the period January 1, 2006 to the date hereof. Except
      as described on **Schedule
      3.19A** ,
      MP is
      not aware of any adverse change in its relationships with respect to customers
      with which it is currently doing business or of any intention of any customer
      with which it is currently doing business to terminate or reduce its business
      relationship with MP prior to the Closing or fail to continue such relationship
      with MP after the Closing. MP has delivered to the Buyer true and complete
      copies of all existing Customer Contracts. Customer relationships are in many
      cases new relationships forming, and no assurance can be made that Customers
      will continue to purchase at historic levels.




22




(b)  For
      purposes of this Agreement, “Material Customer” shall mean MP’s top ten (10)
      customers during the twelve (12) month period ended December 31, 2006, and
      top
      ten (10) customers during the three (3) month period ended March 31, 2007,
      based
      upon total dollars invoiced in such period. The Material Customers for each
      such
      period are listed on **Schedule
      3.19B** .
      To MP’s
      knowledge, the consummation of the transactions contemplated hereunder will
      not
      have any Material Adverse Effect on the business relationship of MP with any
      Material Customer.




(c)  MP
      has
      received no written, or to the knowledge of MP, oral notice from any material
      customer or supplier of MP that such customer does not intend to pay for
      services rendered or products purchased, such customer is dissatisfied with
      any
      service or product of MP in any material respect, such supplier does not intend
      to continue to supply goods or services to MP or there exists any breach or
      event of default under any Contract with such customer or supplier, no material
      customer or supplier has cancelled or otherwise terminated, or to MP's
      knowledge, threatened to cancel or otherwise terminate, its relationship
      with the MP Business since December 31, 2006.  MP has no
      agreements or arrangements establishing, creating or relating to any rebate,
      promotion or other allowance that involves any obligation or liability to any
      customer that is material.




3.20  Contracts .
      Set
      forth on **Schedule
      3.20** is a
      list of the following Contracts to which MP is a party or by which or to which
      any of the assets of MP is bound or subject, in effect on the date hereof
      (collectively, the “ **Material
      Contracts** ” ),
      true
      and complete copies of which have been provided or made available to
      Buyer:




(a)  distributor,
      sales, marketing, vendor, advertising, financial advisory, broker-dealer, agency
      or manufacturer’s representative Contracts involving more than
      $10,000;




(b)  continuing
      Contracts for the purchase or provision of materials, supplies, equipment or
      services involving in the case of any such Contract more than $10,000 over
      the
      life of the Contract;




(c)  Contracts
      that expire, or may be renewed at the option of any Person (as defined herein)
      other than MP so as to expire, more than one year after the date of this
      Agreement and involving more than $10,000 in the aggregate;




(d)  trust
      indentures, mortgages, promissory notes, loan agreements or other Contracts
      for
      the borrowing of money, any currency exchange, commodities or other hedging
      arrangement or any leasing transaction of the type required to be capitalized
      in
      accordance with GAAP;




(e)  Contracts
      for capital expenditures in excess of $10,000 in the aggregate;




23




(f)  Contracts
      currently in effect that were entered into in the ordinary course of business
      and that involve the payment or receipt of consideration in excess of
      $10,000;




(g)  Contracts
      for the sale, lease or sublease of real property;




(h)  Contracts
      for the sale of any material assets or properties of MP or for the grant to
      any
      Person any preferential rights to purchase any material assets or properties
      of
      MP, other than in the ordinary course of business;




(i)  Contracts
      establishing joint ventures or partnerships;




(j)  Contracts
      containing any material obligations or liabilities of any kind to holders of
      ownership interests of MP except for contracts for the sale or purchase of
      such
      ownership interests which have been fully performed;




(k)  Contracts
      relating to the acquisition by MP of any operating business or any capital
      stock
      of any other Person;




(l)  Contracts
      requiring the payment to any Person of any material override or similar
      commission or fee;




(m)  Contracts
      with any current or former officer or director, including any employment or
      deferred compensation Contract and any compensation, bonus, incentive plan,
      severance or change-in-control Contract;




(n)  Agreements
      of guarantee, support, indemnification, assumption or endorsement of, or any
      similar commitment with respect to, the obligations, liabilities (whether
      accrued, absolute, contingent or otherwise) or indebtedness of any other Person
      that involve the potential payment by MP of amounts in excess of $10,000 in
      the
      aggregate; or




(o)  Contracts
      that were not made in the ordinary course of business and that are material
      to
      MP taken as a whole.




MP
      is not
      in violation of or in default under (nor has there occurred any event that
      with
      the giving of notice or the expiration of any cure period would result in such
      a
      violation of or default under) any Material Contract, except for such violations
      or defaults which would not, individually or in the aggregate, have a Material
      Adverse Effect. There is no material oral modification to, or past practice
      inconsistent with, the written terms of any of the foregoing Contracts. 
Each Material Contract is in full force and effect and is a legal, valid and
      binding obligation of MP and, to the knowledge of MP and the Shareholders,
      each
      of the other parties thereto, enforceable in accordance with its terms, in
      each
      case, subject to applicable laws of bankruptcy, insolvency or similar laws
      relating to creditors’ rights generally and to general principles of equity
      (whether applied in a proceeding in law or equity).  As used herein, “ **Person** ” shall
      mean any person, limited liability company, partnership, trust, corporation
      or
      other entity.




3.21  Product/Service
      Warranties . **Schedule
      3.21** sets
      forth MP’s policy regarding warranties on its products and services and all
      warranty claims made against MP since January 1, 2005. MP has provided no
      warranties not described on **Schedule
      3.21** ,
      except
      to pass onto customers warranties of suppliers.




24




3.22  Insurance . **Schedule
      3.22A** lists
      all
      policies of insurance and all surety and other bonds to which MP now is a party,
      or during the immediately preceding twelve (12) months was a party, specifying
      for each policy or bond the insurer, the term, whether or not such policy is
      in
      full force and effect and, for those which have expired, whether or not such
      policy was in full force and effect during its term, the amount of coverage,
      the
      type of insurance, any pending claims thereunder, and any notice which has
      been
      given, or grounds which exist, to cancel any of said policies or bonds or to
      reduce the coverage provided thereby. **Schedule
      3.22B** sets
      forth claims which have been made and amounts paid pursuant to such insurance
      policies. **Schedule
      3.22C** briefly
      describes any instance during the past five years where MP has been denied
      or
      had revoked or rescinded by a carrier any policy of insurance. **Schedule
      3.22D** briefly
      describes any default by MP regarding the provisions of any policy insuring
      MP
      and any failure by MP to give any notice or present any material claim required
      under any such policy in due and timely fashion. **Schedule
      3.22E** describes
      any outstanding requirements or recommendations by any current insurer or
      underwriter with respect to the MP Business which require or recommend changes
      in the conduct of the MP Business or require any repairs or other work to be
      done with respect to any of the properties, assets or operations of
      MP.




3.23  Absence
      of Questionable Payments .
      Neither
      MP nor any of its officers, directors, agents or employees purporting to act
      on
      its behalf has authorized or made, or agreed or offered to make, any payment
      of,
      or promise to pay, any money or anything of value, or any use of MP’s assets (i)
      to or on behalf of an official of any government or foreign government, or
      political party or official thereof or candidate for political office (domestic
      or foreign), or other person, to or for any purpose except as permitted by
      applicable law, (ii) for any of the purposes described in Section 162(c) of
      the
      Internal Revenue Code, or (iii) for establishment or maintenance of any
      concealed fund or concealed bank account. Neither MP nor, to the knowledge
      of
      MP, any director, officer, agent or employee of MP (in his or her capacity
      as
      such) has (i) used any funds for unlawful contributions, gifts,
      entertainment or other unlawful expenses relating to political activity,
      (ii) made any unlawful payment to foreign or domestic government officials
      or employees or to foreign or domestic political parties or campaigns or
      violated any provision of the Foreign Corrupt Practices Act of 1977, as amended,
      or (iii) made any other unlawful payment. To MP’s knowledge, no officers,
      directors, partners, employees, agents or affiliates or any other person acting
      on behalf of MP has, directly or indirectly, given or agreed to give any money,
      gift or similar benefit (other than legal price concessions to customers in
      the
      ordinary course of business) to any customer, supplier, employee or agent of
      a
      customer or supplier, official or employee of any governmental body,
      governmental body or any political party or candidate for office (domestic
      or
      foreign) or other person who was, is or may be in a position to help or hinder
      the business of MP (or assist MP in connection with any actual or proposed
      transaction) which would be reasonably expected to (i) subject MP, or any other
      individual or entity to any damage or penalty in any legal proceeding, (ii)
      if
      not given in the past, cause a Material Adverse Effect on the MP Business,
      or
      (iii) if not continued in the future, could cause a Material Adverse Effect
      on
      the MP Business.




3.24  Recent
      Changes .
      Except
      as disclosed on **Schedule
      3.24** ,
      since
      December 31, 2006, there has not occurred or been incurred:




(i)  any
      material adverse change in the condition (financial or otherwise) of the MP
      Business or expectations of future profitability of MP, including without
      limitation, a material adverse change in, or loss of, a material relationship
      with any customer or other person, except changes in the ordinary course of
      business which have not individually or in the aggregate been materially adverse
      to the MP Business or prospects of MP;




25




(ii)  any
      damage, destruction or loss (whether or not covered by insurance) materially
      adversely affecting the MP Business or the prospects of MP;




(iii)  any
      increase in the compensation or in the rate of compensation or commissions
      payable or to become payable by MP to any salaried employee, salesman,
      distributor or agent of MP, or any general increase in the compensation or
      in
      the rate of compensation payable or to become payable to present or future
      hourly employees, salaried employees or independent contractors of
      MP;




(iv)  any
      change in the accounting methods or practices followed by MP or any change
      in
      depreciation or amortization policies or rates heretofore adopted which is
      in
      any way material to the MP Business or the Financial Statements;




(v)  any
      material debt, obligation or liability to any person or entity entered into
      or
      incurred by MP (whether or not presently outstanding), except liabilities
      incurred and obligations entered into in the ordinary course of
      business;




(vi)  any
      sale,
      lease, assignment, transfer, license, abandonment, pledge, mortgage or other
      disposition by MP, other than in the ordinary course of business, of any
      equipment or other asset or operating property, or the sale, assignment,
      transfer, license, pledge, mortgage or other disposition by MP of any intangible
      asset, which is material to the MP Business or the Financial
      Statements;




(vii)  any
      labor
      trouble, strike, dispute, slowdown, stoppage or other occurrence, event or
      condition of any similar character, concerning the MP Business or
      MP;




(viii)  any
      waiver or release of any right or claim of material value to MP’s
      business;




(ix)  any
      pledge or encumbrance, voluntarily or involuntarily, of any of its assets or
      properties, except for liens for current taxes which are not yet delinquent
      or which are being contested in good faith and purchase-money liens arising
      out of the purchase or sale of products made in the ordinary course of business
      and in any event not in excess of $10,000 for any single item or $20,000 in
      the
      aggregate;




(x)  there
      has
      been no resignation or termination of employment of any key officer or manager
      of MP, and MP does not know of the impending resignation or termination of
      employment of any such officer or employee that if consummated would have a
      Material Adverse Effect;




26




(xi)  any
      material change of any of its business policies or practices, including
      advertising, marketing, pricing, purchasing, personnel, sales or budget
      policies;




(xii)  any
      agreement to do any of the foregoing; or




(xiii)  any
      material adverse change in the conduct or nature of the MP Business, whether
      or
      not made in the ordinary course of business, excluding general market conditions
      and insufficient financing.




3.25  Business
      Activity Restriction . 
      There is no non-competition or other similar agreement, commitment, judgment,
      injunction, order or decree to which MP is a party or subject to that has or
      could reasonably be expected to have the effect of prohibiting or impairing
      the
      conduct of the MP Business as currently conducted.  MP has not entered
      into any agreement under which MP is restricted from selling, licensing or
      otherwise distributing any of its technology or products to, or providing
      services to, customers or potential customers or any class of customers, in
      any
      geographic area, during any period of time or in any segment of the market
      or
      line of business.




3.26  Export
      Control Laws . 
      MP has conducted its export transactions in accordance with applicable
      provisions of United States export control laws and regulations, including
      but
      not limited to the Export Administration Act and implementing Export
      Administration Regulations, except for such violations which would not have,
      individually or in the aggregate, a Material Adverse Effect.




3.27  Brokerage .
      Neither
      MP nor any Shareholder has incurred, or made commitments for, any brokerage,
      finders' or similar fee in connection with the transaction contemplated by
      this
      Agreement, other than as set forth in **Schedule
      3.27** .




3.28  Transactions
      with Affiliates .
      Except
      as disclosed on **Schedule
      3.28** ,
      no
      stockholder, director, officer or employee of MP, or any member of his or her
      immediate family or any other of its, his or her Affiliates, owns or has a
      5% or
      more ownership interest in any corporation or other entity that is or was during
      the last three years a party to, or in any property which is or was during
      the
      last three years the subject of, any material contract or understanding,
      business arrangement or relationship with MP.




3.29  Bankruptcy .
      Neither
      MP nor any entities affiliated, related or controlled by MP have, nor to the
      knowledge of MP, has any creditor of MP (except as disclosed on **Schedule
      3.29** ),
      filed
      a petition or request for reorganization or protection or relief under the
      bankruptcy laws of the United States or any state or territory thereof; made
      any
      general assignment for the benefit of creditors; or consented to the appointment
      of a receiver or trustee, including a custodian under the United States
      bankruptcy laws, whether such receiver or trustee is appointed in a voluntary
      or
      involuntary proceeding which has not been discharged prior to the date hereof.




27




3.30  Accounts
      Receivable *.* The
      receivables shown on the Latest Balance Sheet arose in the ordinary course
      of
      business, consistent with past practice, and have been collected or are to
      MP’s
      knowledge collectible in the book amounts thereof, less an amount not materially
      in excess of the allowance for doubtful accounts provided for on the Latest
      Balance Sheet. Allowances for doubtful accounts and warranty returns are
      adequate and have been prepared in accordance with MP's past practices. MP's
      receivables arising after the date of the Latest Balance Sheet and prior to
      the
      Closing Date arose or will arise in the ordinary course of business, consistent
      with past practice, and have been collected or to MP’s knowledge are collectible
      in the book amounts thereof, less reasonable allowances for doubtful accounts
      determined in accordance with MP's past practices. To MP’s knowledge, none of
      MP's receivables are subject to any material claim of setoff, recoupment or
      counter claim and MP does not have knowledge of any specific facts or
      circumstances (whether asserted or unasserted) that could give rise to any
      such
      claim. No material amount of receivables are contingent upon the performance
      by
      MP of any obligation or contract other than obligations under service agreements
      in the ordinary course of business. No person has any Lien on any of such
      receivables and no agreement for deduction or discount has been made with
      respect to any of such receivables. The accounts receivable balance of MP as
      of
      the Closing Date shall be in a customary amount for the time of month and MP
      shall not have taken any extraordinary or special efforts to collect any
      accounts receivable before Closing.




3.31  Employee
      Complaints . 
      Since December 31, 2005, to MP's knowledge, MP has not discharged, demoted,
      suspended, threatened, harassed or in any other manner discriminated against
      any
      employee (i) who had previously submitted to his or her supervisor or
      anyone else in a position of authority with MP any written, or to the knowledge
      of MP and the Shareholders, oral complaint, concern or allegation regarding
      any
      alleged unlawful or unethical conduct by MP or its employees relating to
      accounting, internal accounting controls or auditing matters, or (ii) who
      has provided information to, or otherwise assisted any investigation by, any
      law
      enforcement, regulatory or other governmental authority or a member of the
      United States Congress.  Since December 31, 2005, no employee of MP
      (i) has submitted to his or her supervisor or to someone else in a position
      of authority any written, or to the knowledge of MP and the Shareholders, oral
      complaint, concern or allegation regarding any alleged unlawful or unethical
      conduct by MP or its employees relating to accounting, internal accounting
      controls or auditing matters or (ii) has provided information to, or
      otherwise assisted any investigation by, any law enforcement, regulatory or
      other governmental authority or a member of the United States
      Congress.




3.32  Business
      Information . 
      The pipeline report included in **Schedule
      3.32** represents known active interactions with prospective customers regarding the
      potential sale of MP's software and services.  This pipeline report is
      speculative and in no way constitutes a representation, warranty or guarantee
      that such prospective customers will choose to purchase software or services
      from MP or its successors.




3.33  Investment
      Representations by Shareholders .




(a)  Each
      Shareholder understands that the Buyer Preferred Stock and Buyer Common Stock
      are being offered and issued to him in reliance on specific exemptions from
      the
      registration requirements of the Securities Act and state securities laws and
      that Buyer is relying in part upon the truth and accuracy of, and each
      Shareholder’s compliance with, the representations, warranties, agreements,
      acknowledgments and understandings of such Shareholder set forth herein in
      order to determine the availability of such exemptions and the eligibility
      of such Shareholder to acquire the Buyer Preferred Stock and Buyer Common
      Stock.




28




(b)  The
      Buyer
      Preferred Stock and Buyer Common Stock are being acquired by each
      Shareholder for his own account, and not for any other Person, for investment
      only and not being acquired with a view to or for the resale, distribution,
      subdivision, or fractionalization thereof. Each Shareholder agrees not to
      sell, hypothecate or otherwise dispose of the Buyer Preferred Stock and
      Buyer Common Stock unless such securities have been registered under the
      Securities Act and applicable state securities laws or in the opinion of counsel
      to Buyer, an exemption therefrom is available.




(c)  Each
      Shareholder has read this Agreement and all other documents provided by Buyer
      in
      connection herewith, including the Buyer’s reports as filed with the Securities
      and Exchange Commission (“ **SEC** ”),
      and
      fully understands the terms and conditions under which the Buyer Preferred
      Stock
      and Buyer Common Stock are being issued to him pursuant hereto. Buyer has made
      available to each Shareholder the opportunity to ask questions of and
      receive answers from Buyer concerning the business of Buyer and the terms and
      conditions under which Buyer Preferred Stock and Buyer Common Stock will be
      issued to him and to obtain any additional information which Buyer possesses
      or
      can acquire without unreasonable effort or expense that is necessary to verify
      the accuracy of information furnished in connection with this Agreement or
      in
      response to any request for information.




(d)  Each
      Shareholder warrants and represents that he is an accredited investor as that
      term is defined in Rule 501 under Regulation D under the Securities Act and
      has
      such knowledge and experience in financial and business matters that he is
      capable of evaluating the merits and risks of an investment in the stock of
      Buyer. Each Shareholder understands that the Buyer stock is being offered
      and issued to him in reliance on specific exemptions from the registration
      requirements of the Securities Act and state securities laws and that the Buyer
      is relying in part upon the truth and accuracy of, and each Shareholder's
      compliance with, the representations, warranties, agreements, acknowledgments
      and understandings of the Shareholder set forth herein in order to determine
      the
      availability of such exemptions.




(e)
      Each
      Shareholder represents that he has voted all shares of stock of MP in favor
      of
      the Merger.




(f)  Each
      Shareholder agrees that each certificate representing shares of the Buyer
      Preferred Stock and Buyer Common Stock shall bear a legend in
      substantially the following form:





THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED, NOR ANY STATE SECURITIES LAWS AND MAY
      NOT BE SOLD, TRANSFERRED OR HYPOTHECATED OR OFFERED FOR SALE, TRANSFER OR
      HYPOTHECATION UNLESS A REGISTRATION STATEMENT UNDER THAT ACT AND OTHER
      APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH SECURITIES IS THEN IN EFFECT
      OR,
      IN THE OPINION OF COUNSEL TO THE ISSUER, SUCH REGISTRATION IS NOT
      REQUIRED.




29




3.34  Survival .
      All
      representations, warranties, covenants and agreements set forth in this
      Agreement or in any writing or certificate delivered in connection with this
      Agreement shall survive the execution and delivery of this Agreement and the
      consummation of the transactions contemplated hereby for a period of eighteen
      (18) months.




3.35  Disclosure .
      This
      Agreement, the Financial Statements and the Schedules and Exhibits provided
      in
      connection with this Agreement, taken as a whole, fairly represent the business,
      properties, assets, and condition, financial or otherwise, of MP in all material
      respects, do not contain any untrue statement of material fact, and the
      Disclosure Schedules do not fail to state a material fact necessary in order
      to
      make the related statements contained therein and herein, when taken as a whole,
      in light of the circumstances under which they were made or delivered, not
      misleading. To the knowledge of MP, there is no fact relating directly to the
      internal operations of the MP Business (and not external economic, market or
      industry conditions) which has not been disclosed to the Buyer of which MP
      is
      aware and which materially adversely affects the business, financial condition,
      operating results, earnings, assets, customer, supplier, employee or sales
      representative relations or business prospects of the MP Business, taken as
      a
      whole, and excluding general market conditions or as disclosed on **Schedule
      3.35** .





ARTICLE
      4


REPRESENTATIONS
      OF THE BUYER





In
      order
      to induce MP and the Shareholders to enter into this Agreement, the Buyer makes
      the following representations and warranties, each of which shall be deemed
      to
      be independently material and relied upon by the Shareholders, regardless of
      any
      investigation made by, or information known to, the Shareholders.




4.1  Organization .
      The
      Buyer is a corporation duly organized, validly existing, and in good standing
      under the laws of the State of Delaware. The Buyer is qualified to transact
      business as a foreign corporation in the jurisdictions set forth on **Schedule
      4.1** attached
      hereto, and the Buyer is not required to be so qualified in any other
      jurisdiction except where failure to be so qualified would not have a Material
      Adverse Effect on Buyer. Buyer has delivered to MP complete and correct copies
      of the Buyer’s Certificate of Incorporation and By-laws, as amended to the date
      hereof, certified by the Secretary of State of Delaware and the Secretary of
      the
      Buyer, respectively.




4.2  Enforceability;
      Conflicting Obligations .
      This
      Agreement and all other agreements of Buyer contemplated hereby are or, upon
      the
      execution thereof, will be the valid and binding obligations of Buyer
      enforceable against it in accordance with their terms, except as enforceability
      may be limited by bankruptcy, insolvency, reorganization or similar laws
      affecting enforcement of creditors’ rights generally, or general principles of
      equity. The execution and delivery of this Agreement do not, and the
      consummation of the purchase of the MP Stock will not, conflict with or violate
      any provision of the Certificate of Incorporation or Bylaws of the Buyer, nor
      any provisions of, or result in the acceleration of, any obligation of the
      Buyer.




30




4.3  Authorization .
      Buyer
      has all necessary power and authority to enter into and perform the transactions
      contemplated herein in accordance with the terms and conditions hereof. The
      execution and delivery of this Agreement, and the performance by Buyer of its
      obligations contained herein, have been duly approved by Buyer's Board of
      Directors.




4.4  Capitalization .
      As of
      the Closing Date, the authorized capital stock of the Buyer consists of
      200,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock.
      At
      the close of business on April 30, 2007, 93,733,613 shares of the Buyer’s Common
      Stock were issued and outstanding and 769,575 shares of Preferred Stock were
      issued and outstanding. As of the close of business on April 30, 2007, except
      for this Agreement and the issuance of stock options disclosed on Schedule
      4.4
      and as disclosed in the Buyer's SEC Reports (as defined in Section 4.10),
      including its Annual Report on Form 10-KSB for the fiscal year ended December
      31, 2006, as filed with the SEC, including the exhibits thereto, there are
      no
      Equity Equivalents of the Buyer issued or outstanding. "Equity Equivalents"
      means, in respect of any Person, (i) any securities, instruments, or rights
      that
      are convertible into or exercisable or exchangeable for any Equity Interests
      of
      such Person, (ii) any phantom equity, equity appreciation, or similar rights
      that permit the holder thereof to participate in the residual equity value
      of,
      or appreciation in, such Person, (iii) any securities, instruments, or rights
      that are, directly or indirectly, convertible into or exercisable or
      exchangeable for any of the securities, instruments, or rights described in
      clauses (i) or (ii) above. "Equity Interests" means issued and outstanding
      capital stock, limited liability company interests, or other indicia of equity
      ownership (including any profits interest).




4.5  Issuance
      of Shares .
      All
      Buyer Preferred Stock and Buyer Common Stock that may be issued to the
      Shareholders in accordance with the terms of this Agreement have been duly
      authorized and will be fully paid and nonassessable upon issuance in accordance
      with the terms of this Agreement.




4.6  Brokerage .
      The
      Buyer has not incurred, nor made commitment for, any brokerage, finder's or
      similar fee in connection with the transactions contemplated by this Agreement,
      other than as set forth on **Schedule
      4.6** .




31




4.7  Compliance
      with Laws .
      The
      Buyer has complied and is in compliance with all applicable laws, treaties,
      ordinances, codes, rules, requirements, regulations, orders, and directives
      of
      all Government Entities, or of any trade or other membership association to
      which it belongs except for any such violation that would not have a Material
      Adverse Effect on Buyer. No notices have been received by and, to Buyer’s
      knowledge, no claims have been filed against the Buyer alleging a violation
      of
      any of such laws, treaties, ordinances, codes, rules, requirements, regulations,
      orders, and directives. Without limiting the generality of the first sentence
      of
      this Section 4.7, to the knowledge of the Buyer, neither Buyer nor any of its
      Insiders on its behalf, has at any time made any illegal bribes, kickback
      payments, or other similar payments of cash or other consideration, including
      payments to any business relations for purposes of doing business with such
      Persons.




4.8   Disclosure .
      This
      Agreement, the Financial Statements of Buyer, the Buyer’s SEC Reports (as
      defined in Section 4.10) and the Schedules and Exhibits provided in connection
      with this Agreement, taken as a whole, fairly represent the business,
      properties, assets, and condition, financial or otherwise, of the Buyer in
      all
      material respects, do not contain any untrue statement of material fact, and
      the
      Disclosure Schedules do not fail to state a material fact necessary in order
      to
      make the related statements contained therein and herein, when taken as a whole,
      in light of the circumstances under which they were made or delivered, not
      misleading.




4.9  Reorganization .
      The
      Buyer has no plan or intention to sell or otherwise dispose of any of the assets
      acquired in the Merger, except for dispositions made in the ordinary course
      of
      business or transfers described in Section 368(a)(2)(C) of the Code, and
      following the Merger, the Buyer intends to continue the historic business of
      MP
      or use a significant portion of such corporation's historic business assets
      in a
      business, within the meaning of Treasury Regulation Section
      1.368-1(d).




4.10  SEC
      Filings; Buyer Financial Statements *.*




(a)  Since
      January 1, 2005, Buyer has filed all forms, reports and documents required
      to be
      filed by Buyer with the SEC and has made available to MP and will continue
      to
      make available to MP such forms, reports and documents in the form filed with
      the SEC (if and to the extent such forms, reports and documents are not
      available on EDGAR) until the Closing. All such required forms, reports and
      documents (including those that Buyer may file subsequent to the date hereof)
      are referred to herein as the ** “ **SEC
      Reports** .” As of
      their respective dates, the SEC Reports (i) were prepared in
      accordance with the requirements of the Securities Act of 1933, as amended
      (the ** “ **Securities
      Act** ” *)* ,
      or the
      Exchange Act, as the case may be, and the rules and regulations of the SEC
      thereunder applicable to such SEC Reports and (ii) did not at the time
      they were filed (or if subsequently amended or superseded by a filing prior
      to
      the date of this Agreement, then on the date of such subsequent filing) contain
      any untrue statement of a material fact or omit to state a material fact
      required to be stated therein or necessary in order to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading.




(b)  Each
      of
      the consolidated financial statements (including, in each case, any related
      ones
      thereto) contained in the SEC Reports (the ** “ **Buyer
      Financials** ” *)* ,
      was
      prepared in accordance with GAAP applied on a consistent basis throughout the
      periods involved (except as may be indicated in the notes thereto or, in the
      case of unaudited interim financial statements, as may be permitted by the
      SEC
      on Form 10-QSB, 8-K or any successor form under the Exchange Act) and
      fairly presented the consolidated financial position of the Buyer and its
      subsidiaries as at the respective dates thereof and the consolidated results
      of
      Buyer’s operations and cash flows for the periods indicated, except that the
      unaudited interim financial statements may not contain all the footnotes
      required by GAAP for audited statements, and were or are subject to normal
      and
      recurring year-end adjustments that Buyer does not expect to be material,
      individually or in the aggregate.




32




(c)  Buyer
      has
      not been notified by its independent auditors or the staff of the SEC that
      such
      auditors or the staff of the SEC, as the case may be, are of the view that
      any
      financial statement included in any registration statement filed by Buyer under
      the Securities Act or any periodic or current report filed by Buyer under the
      Exchange Act should be restated, or that Buyer should modify its accounting
      in
      future periods in a manner that would be materially adverse to
      Buyer.





ARTICLE
      5


CONDITIONS
      TO CLOSING




5.1  Conditions
      to Obligations of Buyer .
      The
      obligations of the Buyer hereunder are subject to the fulfillment to the Buyer’s
      satisfaction, on or before the Closing Date, of each of the following
      conditions, any of which may be waived in writing in whole or in part by the
      Buyer:




(a)  All
      proceedings taken in connection with the transactions contemplated hereby and
      all instruments and documents incident thereto shall be reasonably satisfactory
      in form and substance to the Buyer and its counsel. Without limiting the
      generality of the foregoing, the Buyer shall have received copies of resolutions
      adopted by the Board of Directors of MP and the Shareholders authorizing the
      execution, delivery and performance of this Agreement, certified to by the
      Secretary of MP; a certificate of incumbency relating to MP’s officers and a
      certificate of good standing relative to MP recently certified by the Secretary
      of State of its state of organization.




(b)  The
      representations and warranties of MP and the Shareholders contained herein
      shall
      be true and correct in all materials respects as of the date hereof.




(c)  MP
      and
      the Shareholders shall have in all respects performed and complied with each
      of
      the agreements, covenants, terms and conditions hereof applicable to it which
      were to be performed or complied with on or prior to the Closing
      Date.




(d)  Since
      December 31, 2006, there shall have been no material adverse change in the
      financial condition, assets, liabilities, operations or prospects of MP or
      the
      MP Business, except as otherwise disclosed to Buyer in this Agreement or the
      Schedules hereto.




(e)  MP
      shall
      have delivered to the Buyer on the Closing Date a certificate, dated that date,
      to the effect of each of the provisions of Sections 5.1(b) and (c).




33




(f)  MP
      shall
      have furnished to the Buyer on the Closing Date an opinion of its counsel,
      in
      substantially the form of **Exhibit
      5.1(f)** hereto.




(g)  No
      action
      or proceeding shall have been instituted or threatened to set aside the
      transactions provided for herein or to enjoin or prevent the consummation
      thereof or which might, in the reasonable judgment of the Buyer, make the
      consummation thereof inadvisable.




(h)  All
      consents, permits and waivers necessary for MP’s consummation of the
      transactions contemplated by this Agreement shall have been
      obtained.




(i)  All
      actions to be taken by MP at the Closing, including without limitation the
      execution and delivery of all agreements and documents required by this
      Agreement, shall have been taken.




(j)  The
      Buyer
      shall have received from MP an insurance endorsement or written acknowledgment
      from MP’s insurance carrier, satisfactory to the Buyer, to the effect that all
      liability coverages, described on **Schedule
      3.22A** will
      remain in effect after the Closing and provide non-cancelable coverage for
      all
      acts and occurrences which occurred, on or prior to the Closing Date, without
      any further payment of premium or act on MP’s part.




(k)  Buyer
      shall have received the resignations from each Director of MP.




(l)  Buyer
      shall have received the resignations of all officers of MP.




(m)  The
      signatures on all bank accounts of MP shall have been changed as directed by
      Buyer.




(n)  The
      Shareholders shall have executed and delivered to the Buyer a Stock Pledge
      Agreement in the form attached hereto as **Exhibit
      2.4** .




(o)  As
      of the
      Closing Date, the aggregate number
      of Dissenting Shares shall not exceed five percent (5%) of the number of issued
      and outstanding shares of MP capital stock.




(p)  The
      equity holders of MP shall have approved the Merger and each equity holder
      who
      is not included in the definition of “Shareholder” hereunder shall have executed
      and delivered to MP a Shareholder Agreement in the form of **Exhibit
      5.1(p)** .




(q)  All
      MP
      option holders shall have entered into a Release and Exchange Agreement with
      Buyer in the form of **Exhibit
      1.8** in favor
      of the Buyer and MP.




(r)  The
      Closing shall have occurred on or before June 30, 2007.




5.2  Conditions
      to Obligations of MP and the Shareholders .
      The
      obligations of MP hereunder are subject to the fulfillment to the satisfaction
      of MP, on or before the Closing Date, of each of the following conditions,
      any
      or all of which may be waived in writing in whole or in part by MP:




(a)  All
      proceedings taken in connection with the transactions contemplated hereby and
      all instruments and documents incident thereto shall be reasonable satisfactory
      in form and substance to MP and its counsel. Without limiting the generality
      of
      the foregoing, MP shall have received copies of resolutions adopted by the
      Board
      of Directors of the Buyer authorizing the execution, delivery and performance
      of
      this Agreement, certified to by the Secretary of the Buyer; a certificate of
      incumbency relating to the Buyer’s officers; and a certificate of good standing
      relative to the Buyer recently certified by the Secretary of State of its state
      of organization.




34




(b)  The
      representations and warranties of the Buyer contained herein shall be true
      and
      correct on and as of the date hereof.




(c)  The
      Buyer
      shall have in all respects performed and complied with each of the agreements,
      covenants, terms and conditions hereof applicable to the Buyer.




(d)  The
      Buyer
      shall have delivered to MP on the Closing Date a certificate of an executive
      officer of Buyer, dated that date, to the effect of the provisions of Section
      5.2(b) and (c) and such other certificates as MP and its counsel may reasonably
      request.




(e)  The
      Buyer
      shall have furnished to MP on the Closing Date an opinion of its counsel, Ellis
      Funk, P.C., in substantially the form of **Exhibit
      5.2(e)** hereto.




(f)  No
      action
      or proceeding shall have been instituted or threatened to set aside the
      transactions provided for herein or to enjoin or prevent the consummation
      thereof.




(g)  All
      actions to be taken by the Buyer at the Closing, including, without limitation,
      the issuance of the Buyer Preferred Stock and Buyer Common Stock and the
      execution and delivery of all other agreements and documents, shall have been
      taken.




(h)  The
      Buyer
      shall have executed and delivered to the Shareholders a Registration Rights
      Agreement in the form attached hereto as **Exhibit
      5.2(h).**




(i)  The
      Buyer
      shall have filed with the Secretary of State of Delaware the Certificate of
      Designation of Rights, Preferences, Limitations, Terms and Conditions of Series
      B Convertible Preferred Stock in the form attached as **Exhibit
      2.2** to this
      Agreement.




(j)  The
      Buyer
      shall have submitted to MP’s bank fully executed copies of all documentation
      required by the bank to substitute the Buyer as guarantor under the MP Lines
      of
      Credit.




(k)  The
      majority of the preferred class of shareholders of MP shall have either: (i)
      approved the Merger, or (ii) converted into common stock of MP with the Merger
      having been approved by the holders of the common stock of MP




(l)  The
      Closing shall have occurred on or before June 30, 2007.





35





ARTICLE
      6


INDEMNIFICATION
      BY THE SHAREHOLDERS




6.1  Indemnification .
      Subject
      to Section 6.2, the Shareholders, subject to the terms and conditions of this
      Article 6, shall each proportionately based upon their respective ownership
      of
      MP Stock as of the Closing Date, severally (and not jointly) indemnify and
      save
      the Buyer, its stockholders, officers, directors and employees (collectively,
      as
      used in this Article 6, the “ **Indemnitees** ”)
      harmless from and against any and all losses, claims, damages, liabilities,
      costs, expenses or deficiencies including, but not limited to, reasonable
      attorneys' fees and other costs and expenses reasonably incident to proceedings
      or investigations or the defense or settlement of any claim or claims, incurred
      by or asserted against the Indemnitees or MP due to or resulting from: (i)
      the
      inaccuracy or breach of any representation or warranty of MP given in or
      pursuant to this Agreement; (ii) any breach or default in the performance by
      MP
      of any of its covenants, obligations or agreements in or pursuant to this
      Agreement; (iii) any liability or obligation of MP other than as disclosed
      in
      the Latest Balance Sheet or on the disclosure schedules to this Agreement
      arising prior to the date of the Latest Balance Sheet; and/or (iv) the ownership
      or conduct of the MP Business or the ownership at any time prior to the Closing,
      or any incident, occurrence, condition or claim arising or accruing prior to
      the
      Closing and relating to the operation or conduct of the MP Business prior to
      the
      Closing, other than a liability disclosed in the Latest Balance Sheet or on
      the
      disclosure schedules to this Agreement. The foregoing are collectively referred
      to in this Article 6 as “ **Indemnifiable
      Damages** .”
The
      amount of Indemnifiable Damages to which the Indemnitees shall be entitled
      pursuant to this Article 6 shall be paid directly by the Indemnitors upon the
      Indemnitees’ request therefor.




6.2  Indemnification
      Limitations .




(a)  Limitations
      on Indemnifiable Damages .
      Notwithstanding the foregoing, the Indemnitees shall not be entitled to recover
      Indemnifiable Damages for any matter described in Section 6.1 hereof unless
      and
      until the aggregate of all claims for Indemnifiable Damages asserted pursuant
      to
      Section 6.1 hereof exceeds $50,000 (the “ **Deductible** ”),
      provided that if such claims exceed the Deductible in the aggregate, the
      Indemnitees shall be entitled to recover all amounts of Indemnifiable Damages.




(b)  Liability
      Cap .
      Notwithstanding anything to the contrary contained in this Agreement, each
      Shareholder’s indemnification liability for Losses under this Article 6, under
      this Agreement or under the other transaction documents shall not exceed
      seventy-five percent (75%) of the total value of the shares of the Buyer’s
      Series B Convertible Preferred Stock and Common Stock issued to such Shareholder
      on the Closing Date (adjusted downward to reflect any Series B Preferred Stock
      and Common Stock that is returned pursuant to Section 2.4(c)), measured at
      the
      Closing Stock Price, in the Merger pursuant to Article 2.




(c)  Tax
      Provision .
      In
      computing the amount of Indemnifiable Damages, there shall be deducted therefrom
      an amount equal to the net, actual income tax savings, if any, demonstrably
      resulting to the Indemnitees from the income tax deduction or deferral and
      amounts received or provided for Indemnitees’ benefit pursuant to policies of
      insurance, if any, to which the Indemnitees shall become entitled as a
      consequence of any loss, claim, damage, liability, cost, expense or deficiency
      giving rise to the Indemnifiable Damages, but only to the extent that such
      income tax savings would not be offset by adverse tax consequences to the
      Indemnitees by reason of receipt of the Indemnifiable Damages or such proceeds
      of insurance. Buyer waives for itself and its insurance providers all rights
      of
      subrogation and assignment against the Shareholders related to Indemnifiable
      Damages.




36




(d)  Exclusive
      Remedy .
      The
      indemnification provisions of Article 6 are the exclusive remedy of the
      Indemnitees for Indemnifiable Damages arising under this Article 6, under the
      Merger Agreement or under any other transaction document, except for those
      arising by reason of any breach of the covenants contained in Article 9 and
      as
      to which the Buyer may pursue all rights and remedies available to it at law
      or
      in equity.




6.3  Procedures
      for Making Claims .
      If and
      when the Indemnitees desire to assert a claim for Indemnifiable Damages against
      the Shareholders pursuant to the provisions of this Article 6, the Indemnitees
      shall deliver to the Shareholders or their Representative, reasonably promptly
      after the Indemnitees’ receipt of a claim or specific and affirmative awareness
      of a potential claim, a certificate signed by the Buyer’s secretary (as used in
      this Article 6, the “ **Notice
      of Claim** ”):
      (i)
      stating that the Indemnitees have paid or accrued (or intend to pay or accrue)
      Indemnifiable Damages to which they are entitled to indemnification pursuant
      to
      this Article 6 and the amount thereof (to the extent then known); and, (ii)
      specifying to the extent possible (A) the individual items of loss, damage,
      liability, cost, expense or deficiency included in the amount so stated, (B)
      the
      date each such item was or will be paid or accrued and (C) the basis upon which
      Indemnifiable Damages are claimed. If the Shareholders shall object to such
      Notice of Claim, the Shareholders shall promptly deliver written notice of
      objection (as used in this Article 6, the “ **Notice
      of Objection** ”).
      The
      Notice of Objection shall set forth the grounds upon which the objection is
      based and state whether the Shareholders object to all or only a portion of
      the
      matter described in the Notice of Claim. Any such claim or claims shall
      ultimately be resolved by agreement of the parties or litigation.





6.4  Participation
      in Defense of Third Party Claims .
      If any
      third party shall assert any claim against the Indemnitees which, if successful,
      might result in an obligation of the Shareholders to pay Indemnifiable Damages,
      Buyer will promptly notify the Shareholders of the existence of the claim and
      will give the Shareholders the first right and opportunity to defend the claim
      at its own expense and with counsel of its own selection; provided that Buyer
      will at all times also have the right to participate fully in the defense at
      its
      own expense. If, within a reasonable time after this notice, the Shareholders
      fail to defend, Buyer will have the right, but not the obligation, to undertake
      the defense of, and to compromise or settle (exercising reasonable business
      judgment), the claim or other matter on behalf and at the risk of the
      Shareholders. If the claim is one that cannot by its nature be defended solely
      by the Shareholders (including any federal or state tax proceeding), Buyer
      will
      make available all information and assistance that the Shareholders may
      reasonably request.





6.5  Survival
      of Representations and Indemnification .
      The
      Shareholders’ obligation to pay Indemnifiable Damages arising out of claims
      described in Sections 6.1 (ii), (iii) or (iv) hereof shall survive the Closing
      of this transaction for a period commencing on the date hereof and ending
      eighteen (18) months after the Closing Date. The representations and warranties
      contained in Article 3 hereof, and the Indemnitors’ obligation to pay
      Indemnifiable Damages arising out of Section 6.1(i) hereof, shall survive the
      Closing Date, as follows:




(a)  Fraudulent
      Breach of Representations; Certain Representations .
      In the
      case of a claim based upon the inaccuracy or breach of a representation or
      warranty which is finally determined to be made fraudulently or with respect
      to
      any representation or warranty contained in Sections 3.2, 3.5 and 3.6 hereof,
      for a period equal to the applicable statutes of limitation;




37




(b)  Taxes .
      In the
      case of a claim based upon the inaccuracy or breach of a representation or
      warranty pertaining to taxes, for a period equal to the applicable statutes
      of
      limitation; and




(c)  All
      Other Claims .
      In the
      case of all other claims based upon the inaccuracy or breach of a representation
      or warranty, for a period commencing on the date hereof and ending eighteen
      (18) months after the Closing Date.




No
      claim
      for recovery of Indemnifiable Damages arising out of Section 6.1(i) hereof
      or
      under this Agreement or any transaction document may be asserted by the
      Indemnitees after the expiration of the applicable time period described in
      the
      foregoing Sections 6.5(a)-(c); provided, however, that any claim first asserted
      by the giving of a Notice of Claim within the applicable survival period shall
      neither be abated nor barred.




6.6  Setoff .
      Notwithstanding anything to the contrary contained in this Agreement or any
      transaction document and notwithstanding any rights under law or principles
      of
      equity, the Buyer shall not have a right to set off any claims Buyer may make
      under this Article 6 or under this Agreement or any transaction document against
      property or assets of Shareholders, including without limitation the stock
      subject to the Stock Pledge Agreements.





ARTICLE
      7


INDEMNIFICATION
      BY BUYER





7.1  Indemnification .
      Subject
      to Section 7.2, the Buyer, subject to the terms and conditions of this Article
      7, indemnifies and saves MP, its stockholders, officers, directors, and
      employees (collectively as used in this Article 7, the “ **Indemnitees** ”)
      harmless from and against any and all losses, claims, damages, liabilities,
      costs, expenses or deficiencies, including, but not limited to, reasonable
      attorneys' fees and other costs and expenses reasonably incident to proceedings
      or investigations or the defense or settlement of any claim or claims, incurred
      by or asserted against the Indemnitees due to: (i) the inaccuracy or breach
      of
      any representation or warranty of the Buyer given in or pursuant to this
      Agreement; (ii) any breach or default in the performance by the Buyer of any
      of
      its covenants, obligations or agreements in or pursuant to this Agreement,
      (iii)
      any liability of MP disclosed in the Latest Balance Sheet or on the disclosure
      schedules to this Agreement; and/or (iv) the ownership or conduct of the MP
      Business at any time after the Closing, or any incident, occurrence, condition
      or claim arising or occurring after the Closing and relating to the operation
      or
      conduct of the MP Business after the Closing. The foregoing are collectively
      referred to in this Article 7 as “ **Indemnifiable
      Damages** .”





7.2  Indemnification
      Limitations .





(a)  Limitations
      on Indemnifiable Damages .
      Notwithstanding the foregoing, the Indemnitees shall not be entitled to recover
      Indemnifiable Damages for any matter described in Section 7.1 hereof unless
      and
      until the aggregate of all claims for Indemnifiable Damages asserted pursuant
      to
      Section 7.1 hereof exceeds $50,000 (the “ **Deductible** ”),
      provided that if such claims exceed the Deductible in the aggregate, the
      Indemnitees shall be entitled to recover all amounts of Indemnifiable Damages.




38




(b)  Tax
      Provision .
      In
      computing the amount of Indemnifiable Damages, there shall be deducted therefrom
      an amount equal to the net, actual income tax savings, if any, demonstrably
      resulting to the Indemnitees from the income tax deduction or deferral and
      amounts received or provided for Indemnitees’ benefit pursuant to policies of
      insurance, if any, to which the Indemnitees shall become entitled as a
      consequence of any loss, claim, damage, liability, cost, expense or deficiency
      giving rise to the Indemnifiable Damages, but only to the extent that such
      income tax savings would not be offset by adverse tax consequences to the
      Indemnitees by reason of receipt of the Indemnifiable Damages or such proceeds
      of insurance. Buyer waives for itself and its insurance providers all rights
      of
      subrogation and assignment against the Shareholders related to Indemnifiable
      Damages.




(c)  Exclusive
      Remedy .
      The
      indemnification provisions of Article 7 are the exclusive remedy of the
      Indemnitees for Indemnifiable Damages arising thereunder.




7.3  Procedures
      for Making Claims .
      If and
      when the Indemnitees desire to assert a claim for Indemnifiable Damages against
      the Buyer pursuant to the provisions of this Article 7, the Indemnitees shall
      deliver to the Buyer, reasonably promptly after the Indemnitees’ receipt of a
      claim or awareness of a potential claim, a certificate signed by the Indemnitees
      (as used in this Article 7, the “ **Notice
      of Claim** ”):
      (i)
      stating that the Indemnitees have paid or accrued (or intend to pay or accrue)
      Indemnifiable Damages to which they are entitled to indemnification pursuant
      to
      this Article 7 and the amount thereof (to the extent then known) ; and, (ii)
      specifying to the extent possible (A) the individual items of loss, damage,
      liability, cost, expense or deficiency included in the amount so stated, (B)
      the
      date each such item was or will be paid or accrued and (C) the basis upon which
      Indemnifiable Damages are claimed. If the Buyer shall object to such Notice
      of
      Claim, the Buyer shall deliver written notice of objection (as used in this
      Article 7, the “ **Notice
      of Objection** ”)
      to the
      Indemnitees. The Notice of Objection shall set forth the grounds upon which
      the
      objection is based and state whether the Buyer objects to all or only a portion
      of the matter described in the Notice of Claim. Any such claim or claims shall
      ultimately be resolved by agreement of the parties or litigation.





7.4  Participation
      in Defense of Third Party Claims .
      If any
      third party shall assert any claim against the Indemnitees which, if successful,
      might result in an obligation of the Buyer to pay Indemnifiable Damages, the
      Shareholders will promptly notify Buyer of the existence of the claim and will
      give Buyer a reasonable opportunity to defend the claim at its own expense
      and
      with counsel of its own selection; provided that the Shareholders will at all
      times also have the right to participate fully in the defense at their own
      expense. If, within a reasonable time after this notice, Buyer fails to defend,
      the Shareholders will have the right, but not the obligation, to undertake
      the
      defense of, and to compromise or settle (exercising reasonable business
      judgment), the claim or other matter on behalf and at the risk of Buyer. If
      the
      claim is one that cannot by its nature be defended solely by Buyer (including
      any federal or state tax proceeding), the Shareholders will make available
      all
      information and assistance that Buyer may reasonably request.




39





7.5  Survival
      of Representations and Indemnification .
      The
      Buyer’s obligation to pay Indemnifiable Damages arising out of claims described
      in Section 7.1(ii), (iii) or (iv) hereof shall survive the Closing of this
      transaction for a period commencing on the date hereof and ending eighteen
      (18)
      months after the Closing Date. The obligation of Buyer to pay Indemnifiable
      Damages arising out of Section 7.1(i) hereof shall survive the Closing Date,
      as
      follows:




(a)  Fraudulent
      Breach of Representations; Certain Representations .
      In the
      case of a claim based upon the inaccuracy or breach of a representation or
      warranty which is finally determined to be made fraudulently or with respect
      to
      any representation or warranty contained in Sections 4.2, 4.3, 4.4 and 4.5
      for a
      period equal to the applicable statutes of limitation;




(b)  All
      Other Claims .
      In the
      case of all other claims based upon the inaccuracy or breach of a representation
      or warranty, for a period commencing on the date hereof and ending eighteen
      (18) months after the Closing Date.




No
      claim
      for recovery of Indemnifiable Damages arising out of Section 7.1(i) hereof
      may
      be asserted by the Indemnitees after the expiration of the applicable time
      period described in the foregoing Section 7.5(a) - (c); provided, however,
      that any claim first asserted by the giving of a Notice of Claim within the
      applicable survival period shall neither be abated nor barred.





7.6  Setoff .
      The
      Shareholders shall have the right, but not the obligation, to set off or deduct
      against any obligations owed by the Shareholders to the Buyer any Indemnifiable
      Damages or other amounts to which the Indemnitees are entitled, or to which
      the
      Shareholders reasonably believe they may be entitled. Setoffs shall be applied
      in the order in which the amounts owed to the Buyer are due. Any setoff in
      respect of an unmatured claim shall be provisional until such time as the claim
      matures and it is finally determined whether and to what extent the Buyer has
      indemnity obligations to the Indemnitees in respect of such claim. If it is
      finally determined that the amount set off is in excess of the indemnity
      obligations of the Buyer in respect of such claim, the Shareholders shall pay
      to
      the Buyer, as applicable, within thirty (30) days after the date of such final
      determination, an amount sufficient to bring its obligations under any agreement
      or other obligation current after giving effect to the proper amount of such
      setoff as so finally determined.





ARTICLE
      8


EMPLOYMENT
      PROVISIONS





8.1  Offers
      of Employment .
      Buyer
      intends to continue without interruption the operations of the MP Business,
      and
      Buyer shall offer employment to all of MP’s current employees. To that end, MP
      agrees to assist the Buyer in meeting with MP’s employees prior to Closing to
      explain the transaction and to foster a smooth transition of any requested
      employees.




40





8.2  Employment
      at Will .
      Nothing
      set forth herein shall be construed to imply that the Buyer shall have any
      continuing obligation to employ any of MP’s current employees or maintain in
      effect any specific fringe benefits or that such employees shall be offered
      employment other than on an “at will” basis.





ARTICLE
      9


CONFIDENTIALITY
      AND NON-COMPETITION





9.1  Confidentiality .
      The
      Shareholders acknowledge that the Buyer is acquiring with the MP Business
      valuable Proprietary Information, as defined below, relating to the MP Business.
      The Shareholders covenant and agree to keep the Proprietary Information in
      confidence and to use their best efforts to prevent its dissemination other
      than
      as authorized in writing by the Buyer. The Shareholders further covenant and
      agree to use the Proprietary Information exclusively for the benefit of the
      Buyer. The covenants of this Section 9.1 shall continue for a period of five
      (5)
      years from the Closing Date; provided that with respect to any Proprietary
      Information deemed a trade secret at law, such covenants shall continue for
      so
      long as such Proprietary Information remains a trade secret.





9.2  Proprietary
      Information .
      “Proprietary Information” shall include, but not be limited to, the following
      types of information regarding the MP Business: all Intellectual Property
      Rights, corporate information, including contractual arrangements, plans and
      strategies; marketing information, including sales or product plans, strategies,
      tactics, methods, prospects, market research data, customer and potential
      customer lists; financial information, including cost and performance data;
      and
      operational information, including manufacturing and distribution processes
      and
      methods, trade secrets, and technical data; and personnel information, including
      personnel lists. Proprietary Information includes and is limited to that
      information which is not generally known and is protected as confidential by
      the
      Buyer and MP using reasonable efforts. Any Proprietary Information developed
      by
      a Shareholder during the term of his employment by the Buyer or MP shall also
      be
      the property of the Buyer or MP.





9.3  Non-Inducement .
      Each
      Shareholder agrees that for a period of three (3) years from the Closing Date,
      he shall not, directly or indirectly, for his own account or as agent, servant
      or employee of any business entity, offer to hire or entice away or in any
      other
      manner persuade or attempt to persuade any officer or employee of the Buyer
      or
      MP to discontinue or otherwise materially and adversely alter the terms of
      his
      or her relationship with the Buyer or MP.




9.4  Non-Competition .
      Each
      Shareholder agrees and covenants that except as set forth in this Agreement,
      for
      a period of two (2) years from the Closing Date, he will not directly or
      indirectly (whether as representative, agent, partner, owner, stockholder or
      otherwise), (i) engage in any business of the same nature as, or of a similar
      nature to, the MP Business, as described in the recitals hereto, or (ii) solicit
      business from, or market services or products to, any entity which was a
      customer of MP prior to the Closing Date, with respect to products that are
      reasonably considered substitutes for or competitive with MP’s product lines as
      of the Closing Date. Each Shareholder agrees not to divulge, communicate, use
      to
      the detriment of Buyer or for the benefit of any other person or persons, or
      misuse in any way, any confidential information or trade secrets of Buyer or
      MP
      including personnel information, secret processes, know-how, customer lists,
      recipes, formulas, other technical data and any such data.




41




9.5  Acknowledgements .





(a)  Each
      Shareholder hereby acknowledges and agrees that (i) MP has expended considerable
      and substantial time, effort and capital resources to develop the Proprietary
      Information being sold as part of the MP Business to Buyer hereunder; (ii)
      the
      Proprietary Information is innovative and must receive confidential treatment
      to
      protect Buyer’s and MP’s competitive position in the market and Buyer’s and MP’s
      proprietary interest therein from irreparable damage and (iii) the Proprietary
      Information and all physical embodiments or other repositories of the same
      shall
      be and at all times remain the sole and exclusive property of Buyer and MP.
      In
      the event of a breach or threatened breach by a Shareholder of the provisions
      of
      Section 9.1, Buyer and MP shall be entitled to an injunction restraining the
      Shareholder from disclosing, in whole or in part, the Proprietary Information,
      or from rendering any services to any person, firm, corporation, association
      or
      other entity to whom Proprietary Information, in whole or in part, has been
      disclosed or is threatened to be disclosed. Upon receipt of a written request
      by
      Buyer, each Shareholder agrees to surrender and return to Buyer all documents,
      records, memoranda, notebooks and similar repositories of Proprietary
      Information of every character or description.





(b)  The
      parties hereto acknowledge and agree that (i) the covenants contained in this
      Article 9 are incidental to the sale of MP; (ii) the covenants contained in
      this
      Article are reasonably necessary to protect the interest of Buyer and MP in
      whose favor said covenants are imposed; (iii) the restrictions imposed by this
      Article are not greater than are necessary for the protection of Buyer and
      MP in
      light of the substantial harm that Buyer and MP will suffer should there be
      a
      breach of any such covenant; (iv) the period of restriction and extent of
      restriction contained in this Article are fair and reasonable in that the MP
      Business is international in scope and in that they are reasonably required
      for
      the protection of Buyer and MP; (v) the nature, kind and character of the
      activities the Shareholders are prohibited to engage in as described in this
      Article are reasonable and necessary to protect Buyer and MP and shall not
      be
      interpreted or construed as prohibiting the Shareholders from rendering any
      other services or performing any other activities not referenced therein, and
      (vi) the covenants and agreements of the Shareholders contained in this Article
      have been specifically negotiated by the parties and are material inducements
      to
      Buyer to enter into this Agreement, and, but for such covenants made by the
      Shareholders herein, Buyer would not have entered into this
      Agreement.





(c)  Each
      Shareholder acknowledges and agrees that each of the covenants and agreements
      contained in this Article is made in consequence of and as a specific inducement
      to Buyer to enter into this Agreement and to protect and preserve the benefit
      of
      this Agreement to Buyer; that each of the covenants contained in this Article
      is
      reasonable and necessary to protect and preserve the benefits to be received
      by
      Buyer under this Agreement; irreparable loss and damage will be suffered by
      Buyer should a Shareholder breach any of such covenants and agreements; each
      of
      such covenants and agreements is separate, distinct and severable not only
      from
      the other of such covenants and agreements but also from the other and remaining
      provisions of this Agreement; that the unenforceability of any such covenant
      or
      agreement shall not affect the validity or enforceability of any other such
      covenant or agreements or any other provision or provisions of this Agreement;
      and that, in addition to other remedies available to it, Buyer shall be entitled
      to both temporary and permanent injunctions to prevent a breach or contemplated
      breach by a Shareholder of any of such covenants or agreements. In the event
      Buyer should seek an injunction hereunder, each Shareholder hereby waives any
      requirement that Buyer submit proof of the economic value of any Proprietary
      Information.




42





(d)  If
      the
      provisions of this Article should ever be adjudicated to exceed the time,
      geographic or other limitations permitted by applicable law in any jurisdiction,
      then such provisions shall be deemed reformed in such jurisdiction to the
      maximum time, geographic or other limitation permitted by applicable
      law.





(e)  The
      covenants and agreements on the part of the Shareholders contained in this
      Article shall be construed as agreements independent of any other agreement
      between Buyer and the Shareholders. The existence of any claim of cause of
      action of a Shareholder against Buyer, whether predicated on this Agreement
      or
      otherwise, shall not constitute a defense to the enforcement by Buyer of any
      of
      such covenants and agreements.





(f)  Nothing
      contained in this Article shall restrict any Shareholder from being a less
      than
      five percent (5%) stockholder of any corporation that directly or indirectly
      competes with Buyer provided the stock of such competing corporation is publicly
      held and listed on a regional or national stock exchange and the Shareholder
      is
      not otherwise involved as an officer, director, employee, consultant or agent
      of
      such corporation.




9.6  Severability .
      It is
      the parties' express intention that if a court of competent jurisdiction finds
      or holds any provision of this Article 9 to be excessively broad as to time,
      duration, geographical scope, activity or subject, such provision shall then
      be
      construed by limiting or reducing it so as to comport with then applicable
      law.
      In the event any such provision cannot be limited or reduced so as to comport
      with then applicable law, then such provision of this Article 9 shall be
      severable from all other provisions of this Article 9, and the other provisions
      of this Article 9 shall continue to be enforceable to the fullest extent
      allowable.




9.7  Injunctive
      Relief .
      It is
      hereby acknowledged and agreed by the parties that a Shareholder’s violation of
      any of the provisions of this Article 9 shall severely damage the Buyer's
      business, and the parties recognize that such damage shall be difficult to
      precisely determine. Therefore, it is expressly agreed that the Buyer, in
      addition to any other remedies it may have, shall be entitled to injunctive
      relief against any Shareholder in the event of any such breach.




9.8  Extension
      of Time .
      If the
      enforceability of any of the terms of this Article 9 shall be challenged in
      court by a Shareholder and such party is not enjoined from breaching any of
      the
      restrictions herein contained, and if a court of competent jurisdiction finds
      that the challenged restriction is enforceable, then the time period applicable
      to such restriction shall be deemed tolled upon the filing of the lawsuit
      challenging the enforceability of such restriction until the dispute is finally
      resolved and all periods of appeal have expired.




9.9  Award
      of Fees to Prevailing Party .
      In any
      court action relating this Article 9, the court may make a determination
      regarding which party’s legal position in such matter is the more substantially
      correct (the “Prevailing Party”) and require the other party to pay the legal
      and other professional fees and costs incurred by the Prevailing Party in
      connection with such action.





43





ARTICLE
      10


OTHER
      AGREEMENTS





10.1  Release .
      Except
      for claims arising under this Agreement, the Shareholders hereby
      irrevocably and unconditionally release and forever discharge MP, any and its
      respective Affiliates and subsidiaries and each of their respective agents,
      employees, representatives, officers, directors, owners, trustees and attorneys,
      past and present, and the heirs, successors and assigns of all of the foregoing
      (collectively, the “ **Released
      Parties** ”),
      from
      any and all debts, liabilities, claims, demands, actions or causes of action,
      suits, judgments or controversies of any kind whatsoever, known or unknown,
      against the Released Parties, that now exist or that may arise in the future
      out
      of any matter, transaction or event occurring prior to the Closing Date,
      including without limitation, any claims of breach of contract or for retirement
      or severance or other termination pay (collectively, the “ **Claims** ”).
      The
      Shareholders further agree not to file or bring any claim, suit, civil action,
      complaint, arbitration or administrative action in any city, state or federal
      court or agency or arbitration tribunal with respect to any Claim.





10.2  Agreement
      to Maintain Records .
      Buyer
      agrees that it shall maintain all records that it may receive from MP to the
      extent such records may be relevant or helpful to an indemnitor under Article
      6
      in defending against liability for a claim under such Article. Buyer agrees
      to
      provide the indemnitor with access to all such information for such purposes
      in
      a timely manner. Shareholders may retain an archival copy of all documents
      and
      records reasonably necessary for Shareholders to perform after the Closing,
      including records relating to tax matters. Buyer agrees to cooperate with
      Shareholders and to promptly provide such records and information as
      Shareholders shall reasonably request following Closing.





10.3  Registration
      Statement .
      Buyer
      shall use its best efforts to file a Registration Statement covering all shares
      of Common Stock issued in accordance with Article 2 (including Common Stock
      to
      be issued upon conversion of Series B Preferred Stock and Common Stock to be
      issued for purposes of making payments under Section 2.4) or otherwise under
      this Agreement, including the underlying Common Stock associated with the Series
      B Convertible Preferred Stock and Common Stock to be issued for purposes of
      making payments under Section 2.4, in each case no later than sixty days
      following the Closing Date.





10.4  Termination
      of Bank Indebtedness or Guaranties .
      Within
      a reasonable time after the Closing Date, but in no event later than the 10th
      business day following the Closing Date, the Buyer either (a) shall cause MP
      to
      terminate all of its obligations pursuant to the Loan Agreement by and between
      Union Bank (the “Bank”) and MP, dated as of March 11, 2005, and the Loan and
      Security Agreement by and between the Bank and MP, dated as of March 11, 2005
      (the " **Bank
      Line of Credit** "),
      or
      (b) obtain a release of all personal guaranties of any Shareholders made in
      connection with such loans and, if necessary, substitute the guaranty of the
      Buyer for the guaranties of the Shareholders. The Buyer shall not draw any
      funds
      under the Bank Line of Credit until the Buyer has completed the requirements
      of
      the previous sentence. In addition, the Buyer shall indemnify and hold harmless
      each Shareholder from any liability and losses incurred by any Shareholder
      as a
      result of such Shareholder's personal guarantee of any Bank Line of Credit
      or
      the Buyer’s failure to perform under this Section 10.3.




44





10.5  Shareholder
      Agreements .
      Each
      holder of MP equity (other than those defined as “Shareholders” hereunder) shall
      enter into with the Buyer a Shareholder Agreement in the form of **Exhibit
      5.1(p)** .





10.6  Buyer’s
      Board of Directors .
      As
      promptly as possible following the Closing Date, but in no event later than
      thirty (30) days following the Closing Date, the Buyer shall reconstitute its
      Board of Directors to reduce the number of Directors to five individuals, one
      of
      whom shall be selected by MP and subject to the approval of the Buyer; provided
      that the Buyer shall not unreasonably withhold its approval. If the Buyer
      withholds approval, MP shall propose alternative individuals until it proposes
      an individual who is approved by the Buyer and appointed to the Buyer’s Board of
      Directors. The Buyer shall be deemed to have approved a proposed Director unless
      the Buyer has provided written notice of disapproval to MP within ten (10)
      days
      of receipt of MP’s nomination notice.





10.7 No
      Solicitation *.*





(a)  From
      and
      after the date of this Agreement until the Effective Time or termination of
      this
      Agreement pursuant its terms, MP and the Shareholders will not, nor will they
      authorize or permit any of their respective officers, directors, affiliates
      or
      employees or any investment banker, attorney or other advisor or representative
      retained by any of them to, directly or indirectly, (i) solicit, initiate,
      encourage or induce the making, submission or announcement of any Acquisition
      Proposal (as hereinafter defined), (ii) participate in any discussions or
      negotiations regarding, or furnish to any person any nonpublic information
      with
      respect to, or take any other action to facilitate any inquiries or the making
      of any proposal that constitutes, or may reasonably be expected to lead to,
      any
      Acquisition Proposal, (iii) engage in discussions with any person with
      respect to any Acquisition Proposal, except to refer them to the provisions
      of
      this Section 10.7(a), (iv) approve, endorse or recommend any
      Acquisition Proposal or (v) enter into any letter of intent or similar
      document or any contract, agreement or commitment contemplating or otherwise
      relating to any Acquisition Proposal. Without limiting the foregoing, it is
      understood that any violation of the restrictions set forth in this Section
      by
      any officer, director or employee of MP or any investment banker, attorney
      or
      other advisor or representative of MP shall be deemed to be a breach of this
      Section 10.7 by MP.





(b)  For
      purposes of this Agreement, **“Acquisition
      Proposal”** ** shall
      mean any offer or proposal (other than an offer or proposal by Buyer to MP)
      relating to, or involving: (A) any acquisition or purchase by any person or
“group” (as defined under Section 13(d) of the Securities Exchange Act of
      1934, as amended (the **“Exchange
      Act”** ),
      and
      the rules and regulations thereunder) of more than a 50% beneficial ownership
      interest in the total outstanding voting securities of MP; (B) any tender
      offer or exchange offer that if consummated would result in any person or
“group” (as defined under Section 13(d) of the Exchange Act and the rules
      and regulations thereunder) beneficially owning more than 50% of the total
      outstanding voting securities of MP; (C) any merger, consolidation,
      business combination or similar transaction involving MP pursuant to which
      the
      stockholders of such entity immediately preceding such transaction hold less
      than a majority of the equity interests in the surviving or resulting entity
      of
      such transaction; (D) any sale, lease, exchange, transfer, license (other
      than in the ordinary course of business), acquisition, or disposition of any
      material assets of MP; or (E) any liquidation or dissolution of MP.




45





(c)  In
      addition to the obligations of the parties set forth in
      paragraph (a) of this Section 10.7, MP and the Shareholders, as
      promptly as practicable, and in any event within 24 hours of its receipt,
      shall advise the Buyer orally and in writing of an Acquisition Proposal or
      any
      request for nonpublic information or other inquiry which such party reasonably
      believes could lead to an Acquisition Proposal, the material terms and
      conditions of such Acquisition Proposal, request or inquiry, and the
      identity of the person or group making any such Acquisition Proposal, request
      or
      inquiry. MP and the Shareholders will keep the Buyer informed as promptly as
      practicable in all material respects of the status and details (including
      material amendments or proposed amendments) of any such Acquisition Proposal,
      request or inquiry.





ARTICLE
      11


MISCELLANEOUS





11.1  Further
      Assurances .
      Each
      party hereto from time to time hereafter, and upon request, shall execute,
      acknowledge and deliver such other instruments as reasonably may be required
      to
      more effectively transfer and vest in the Buyer the MP Business or to otherwise
      carry out the terms and conditions of this Agreement.




11.2  Benefit
      and Assignment .
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective heirs, legal representatives, successors and assigns;
      provided, however, that this Agreement may not be assigned by either party
      without the consent of the other, except that the Buyer may assign any of its
      rights hereunder to any affiliate or wholly-owned subsidiary.




11.3  Governing
      Law .
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of Delaware (regardless of such state's conflict of laws
      principles).




11.4  Expenses .
      Except
      as otherwise herein provided, all expenses incurred in connection with this
      Agreement or the transactions herein provided for shall be paid by the party
      incurring such expenses and costs.




11.5  Jurisdiction;
      Waiver of Trial by Jury .




(a)  The
      parties hereby irrevocably submit in any suit, action or proceeding arising
      out
      of or related to this Agreement or any of the transactions contemplated hereby
      or thereby, except those matters required to be submitted to arbitration, to
      the
      jurisdiction of the United States District Court for the Northern District
      of
      California and the jurisdiction of any court of the State of California located
      in San Francisco County, California and waive any and all objections to
      jurisdiction that they may have under the laws of the State of California or
      the
      United States.




46




(b)  Each
      party hereto hereby irrevocably waives all right to trial by jury in any
      proceeding (whether based on contract, tort or otherwise) arising out of or
      relating to this Agreement or any transaction or agreement contemplated hereby
      or the actions of any party hereto in the negotiation, administration,
      performance or enforcement hereof.




11.6  Public
      Announcements .
      Except
      for disclosures by Buyer to comply with applicable securities laws, no party
      will make any public announcement concerning any of the transactions provided
      for herein without the other parties’ prior consent, not to be unreasonably
      withheld.




11.7  Notices .
      All
      notices, demands, and communications provided for herein or made hereunder
      shall
      be personally delivered or sent by overnight courier service or transmitted
      by
      confirmed facsimile (with hard copy mailed by first class mail), addressed
      in
      each case as follows, until some other address shall have been designated in
      a
      written notice given in like manner, and shall be deemed to have been given
      or
      made when so delivered, sent or transmitted:




(a)  If
      to the
      Buyer:





Migo
      Software, Inc.


555
      Twin
      Dolphin Place, Suite 650


Redwood
      City, California 94065


Attention:
      Richard Liebman


Fax:
      (650) 232-2699





With
      a
      copy to:





Robert
      B.
      Goldberg, Esq.


Ellis
      Funk, P.C.


3490
      Piedmont Road, Suite 400


Atlanta,
      Georgia 30305


Fax:
      (404) 233-2188




47





(b)  If
      to
      MP:





166
      Manzanita Way


Salinas,
      CA 93908


Attention:
      Mr. James P. Tann


Tel:
      831-998-7296


Fax:
      408-549-9906





With
      a
      copy to:





B
      C Burr
      Law


708
      Castro Street


San
      Francisco, CA 94114


Tel:
      415-285-8500


Fax:
      415-285-8505




11.8  Counterparts;
      Fax Signatures .
      This
      Agreement may be executed simultaneously in two or more counterparts, each
      of
      which shall be deemed an original, but all of which together shall constitute
      one and the same instrument. This
      Agreement may be executed by any party by delivery of a facsimile signature,
      which signature shall have the same force as an original signature. Any party
      which delivers a facsimile signature shall promptly thereafter deliver an
      originally executed signature to the other parties; provided, however, that
      the
      failure to deliver an original signature page shall not affect the validity
      of
      any signature delivered by facsimile. Facsimile or photocopied signature shall
      be deemed to be the functional equivalent of an original for all
      purposes.




11.9  Headings .
      All
      section headings herein are inserted for convenience only and shall not modify
      or affect the construction or interpretation of any provision of this
      Agreement.




11.10  Amendment,
      Modification and Waiver .
      This
      Agreement may not be modified, amended or supplemented except by mutual written
      agreement of all the parties hereto. Any party may waive in writing any term
      or
      condition contained in this Agreement and intended to be for its benefit;
      provided, however, that no waiver by any party, whether by conduct or otherwise,
      in any one or more instances, shall be deemed or construed as a further or
      continuing waiver of any such term or condition. Each amendment, modification,
      supplement or waiver shall be in writing signed by the party or the parties
      to
      be charged.




11.11  Entire
      Agreement .
      This
      Agreement and the Schedules and Exhibits attached hereto represent the entire
      agreement of the parties with respect to the subject matter hereof and no
      provision or document of any kind shall be included in or form a part of such
      agreement unless signed and delivered to the other party by the parties to
      be
      charged.




11.12  Third
      Party Beneficiaries .
      No
      third parties are intended to benefit from this Agreement, and no third party
      beneficiary rights shall be implied from anything contained in this
      Agreement.




48




11.13  “ Knowledge ”.
      As
      used herein, any reference to the “knowledge” of a party shall mean the actual
      knowledge of the officers and directors of such party after making due inquiry
      and, if such party fails to make such inquiry, shall include constructive
      knowledge of such facts as would have been learned had such due inquiry been
      made.




11.14  Cooperation
      and Information .
      The
      Shareholders shall make available to MP and the Buyer, (i) such records as
      any
      such party may require for the preparation of any tax return required to be
      filed by the Buyer or MP, and (ii) such records as MP or the Buyer may require
      for the defense of any audit, examination, administrative appeal, or litigation
      of any tax return in which such party was included. Buyer shall make available
      to Shareholders, (i) such records relating to periods prior to Closing as any
      such party may require for the preparation of any tax return required to be
      filed by the Shareholders or MP, and (ii) such records relating to periods
      prior
      to Closing as Shareholders may require for the defense of any audit,
      examination, administrative appeal, or litigation of any tax return in which
      such party was included.




11.15  Construction .
      The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to this Agreement to express their mutual intent, and no rule of strict
      construction shall be applied against any party.




11.16  Shareholders'
      Representative .
      The
      Shareholders hereby irrevocably appoint James P. Tann (the " **Shareholders'
      Representative** ")
      as the
      representative, agent, proxy, and attorney-in-fact for all the Shareholders
      for
      all purposes under this Agreement, including the full power and authority on
      the
      Shareholders' behalf: (i) to consummate the transactions contemplated by this
      Agreement, including the execution and delivery of the agreements, certificates,
      instruments, and other documents contemplated hereby or executed or delivered
      in
      connection herewith, (ii) to negotiate disputes arising under, or relating
      to,
      this Agreement and the other agreements, certificates, instruments, and
      documents contemplated hereby or executed or delivered in connection herewith,
      (iii) to execute and deliver any amendment or waiver to this Agreement or any
      of
      the other agreements, certificates, instruments, and documents contemplated
      hereby or executed or delivered in connection herewith (without the prior
      approval of the Shareholders), (iv) to take all other actions to be taken by
      or
      on behalf of the Shareholders in connection with this Agreement (including
      the
      exercise of any rights and the performance of any obligations pursuant to
      Article 6) and the other agreements, certificates, instruments, and documents
      contemplated hereby or executed or delivered in connection herewith. The
      Shareholders further agree that such agency and proxy are coupled with an
      interest, are therefore irrevocable without the consent of the Shareholders'
      Representative, and shall survive the death, incapacity, bankruptcy,
      dissolution, or liquidation of any Shareholder. All decisions and actions by
      the
      Shareholders' Representative shall be binding upon all of the Shareholders,
      and
      no Shareholder shall have the right to object, dissent, protest, or otherwise
      contest the same. The Shareholders' Representative shall have no Liability
      in
      respect of any action, claim, or proceeding brought against the Shareholders'
      Representative by any Shareholder if the Shareholders' Representative took
      or
      omitted taking any action in good faith.




49




IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      as
      of the date and year first above written.





BUYER:
              
              MIGO
                SOFTWARE, INC.
              
              By___________________________________
              
              Title:
                ________________________________
            MACROPORT,
                INC.
              
              
              
              By___________________________________
              
              Title:
                _________________________________




SHAREHOLDERS:James
                P. TannAlan
                PortnoyRay
                MakJohnathan
                P. Tann





50




SCHEDULES


1
              
              List
                  of Shareholders to Sign Merger Agreement2.4
              
              List
                  of MP Clients2.5
              
              Shareholder
                  Percentages3.1
              
              Foreign
                  Qualifications3.2A
              
              Ownership
                  of Shares3.2B
              
              Stock
                  Options Outstanding3.2C
              
              Warrants
                  Outstanding3.2F
              
              Allocation
                  of Consideration3.3
              
              Other
                  Entities on which MP is Dependent3.4
              
              Third
                  Party Consents3.7A
              
              Financial
                  Statements3.7B
              
              Exceptions
                  to GAAP3.10
              
              Tangible
                  Personal Property3.12
              
              Authorizations
                  and Permits3.13
              
              Litigation3.15
              
              Hazardous
                  Substances3.16
              
              Employees3.17
              
              Employee
                  Benefits3.18
              
              Intellectual
                  Property3.19A
              
              Customers3.19B
              
              Material
                  Customers3.20
              
              Material
                  Contracts
  51
  3.21
              
              Product
                  Warranties3.22A
              
              Insurance
                  Policies3.22B
              
              Claims
                  Made3.22C
              
              Insurance
                  Denied, Revoked or Rescinded3.22D
              
              Defaults3.22E
              
              Outstanding
                  Requirements3.24
              
              Recent
                  Changes3.27
              
              Brokerage-MP3.29
              
              Bankruptcy3.32
              
              Pipeline
                  Report4.1
              
              Foreign
                  Qualifications - Buyer4.6
              
              Brokerage
                  - Buyer5.1(i)
              
              Continuing
                  Employees5.1(m)
              
              Permitted
                  Liens5.1(o)
              
              List
                  of Individuals to Sign Noncompete Agreements5.1(p)
              
              List
                  of Individuals to Sign Employment
                  Agreements




52





EXHIBITS


1.3
              
              Certificate
                  of Merger1.8
              
              New
                  Option Terms to be Offered2.2
              
              Certificate
                  of Designation2.4
              
              Stock
                  Pledge Agreement5.1(f)
              
              Opinion
                  of MP’s Counsel5.1(p)
              
              Shareholder
                  Agreement5.2(e)
              
              Opinion
                  of Buyer’s Counsel5.2(h)
              
              Registration
                  Rights Agreement




53