EXHIBIT 2.1

AGREEMENT AND PLAN OF
REORGANIZATION

THIS
AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is entered into as of this 16th
day of February, 2006 (the Agreement Date),
by and among VillageEDOCS, a California corporation (VEDO), VEDO Merger
Sub, Inc., a Florida corporation and wholly-owned subsidiary of VEDO (Merger Sub), and
GoSolutions, Inc., a Florida corporation (GoSolutions).

RECITALS

A.          The
parties intend that, subject to the terms and conditions hereinafter set forth,
GoSolutions will merge with Merger Sub, with GoSolutions continuing as the
Surviving Corporation of the merger, as defined below, and becoming a
wholly-owned subsidiary of VEDO (the Merger), all pursuant to the terms and
conditions of this Agreement, Articles of Merger in the form to be agreed to by
VEDO and GoSolutions prior to the closing of the Merger (the Articles of Merger)
and the applicable provisions of the laws of the State of Florida.

B.          The
respective Boards of Directors of GoSolutions, Merger Sub and VEDO have each
(i) determined that the Merger is in furtherance of the short and long-term
business strategy of each of the parties, (ii) approved this Agreement, the
Merger and the other transactions contemplated by this Agreement, and (iii)
determined to recommend that the respective stockholders of GoSolutions, Merger
Sub and VEDO adopt and approve this Agreement and the Merger.

C.          Concurrently
with the execution of this Agreement, GoSolutions Equity, LLC, and GoSolutions
stockholders, who together own at least 50.21% of the issued and outstanding
capital stock of GoSolutions (the Principal GoSolutions Stockholders), each of
whom are listed on Exhibit A
hereto, are entering into Merger Voting Agreements with VEDO in the form
attached as Exhibit B
hereto (the Merger
Voting Agreement), pursuant to which each of such Principal
GoSolutions Stockholders have agreed (i) not to sell, transfer or otherwise
dispose of their shares of GoSolutions capital stock, (ii) to vote in favor of
the Merger, this Agreement and transactions provided for herein and against any
alternative transaction, and (iii) prior to the Effective Time (as defined
below) to exercise any GoSolutions Stock Options (as defined below) held by
such Principal GoSolutions Stockholder.

D.          Upon
the effectiveness of the Merger, and subject to the terms hereof, (i) the
outstanding shares of GoSolutions Common Stock, $0.001 par value per share (GoSolutions Common Stock)
and GoSolutions Series A Convertible Redeemable Preferred Stock, $0.001 par
value per share (GoSolutions Class A Preferred Stock)
will be converted into shares of VEDO Common Stock, no par value per share (VEDO Stock); and
(ii) all stock options, warrants, convertible notes, or compensation plan or
other arrangement or agreement of GoSolutions pursuant to which GoSolutions has
granted any rights to purchase any class of GoSolutions equity securities
(collectively, the GoSolutions
Stock Options), whether or not

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vested, shall
fully accelerate and be terminated and extinguished upon the Effective Time (as
defined in Section 1.2), and the holders of such GoSolutions Stock Options
shall have no further rights with respect to such GoSolutions Stock
Options.

E.          The
Merger is intended to be treated as a tax-free reorganization pursuant to the
provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended
(the Code).

In
consideration of the foregoing and the representations, warranties, covenants
and agreements set forth in this Agreement, the parties agree as follows:

ARTICLE I

PLAN OF REORGANIZATION

1.1        The
Merger.  Subject to the terms and
conditions of this Agreement, at the Effective Time, Merger Sub shall merge
with and into GoSolutions in accordance with the applicable provisions of the
laws of the State of Florida (the Florida Law), the separate corporate
existence of Merger Sub shall cease, and GoSolutions shall continue as the Surviving
Corporation.  GoSolutions, in its
capacity as the corporation surviving the Merger, is sometimes referred to
herein as the Surviving
Corporation.

1.2         Effective
Time.  On the Closing Date (as
defined below), VEDO and GoSolutions shall cause the Merger to be consummated
by filing a duly executed and delivered Articles of Merger with the Florida
Department of State, in such form as required by, and executed in accordance
with the relevant provisions of, the Florida Law (the Florida Law) (the
time of such filing being the Effective Time).

1.3         Merger
Consideration.

1.3.1     Conversion
of GoSolutions Capital Stock

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| | 1.3.1.1
  Common Stock.  Each share of
  GoSolutions Common Stock issued and outstanding immediately prior to the
  Effective Time, other than shares, if any, for which appraisal rights have
  been or will be perfected in compliance with applicable law, and except for
  shares cancelled pursuant to Section 1.6(g) hereof, will by virtue of the
  Merger and at the Effective Time, and without further action on the part of
  any holder thereof, be converted into the right to receive (i) that number of
  fully paid and nonassessable shares of VEDO Common Stock which is equal to
  the quotient of 15,667,770 divided by the GoSolutions Fully Diluted Common
  Shares (as defined below), (ii) that number of Escrow Shares (as provided for
  herein and as defined below) which is equal to the quotient of the number of
  Escrow Shares released pursuant to the terms of the Escrow Agreement divided
  by the GoSolutions Fully Diluted Common Shares, and (iii) that number of
  Penalty Shares, if any, which is equal to the quotient of the number of
  Penalty Shares issued pursuant to Section 1.11 divided by the GoSolutions
  Fully Diluted Common Shares.

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| | 1.3.1.2
  Class A Preferred Stock. Each share of GoSolutions Class A Preferred
  Stock issued and outstanding immediately prior to the Effective Time, other
  than shares, if any, for which appraisal rights have been or will be
  perfected in compliance with applicable law, and except for shares cancelled
  pursuant to Section 1.6(g) hereof, will by virtue of the Merger and at the
  Effective Time, and without further action on the part of any holder thereof,
  be converted into the right to receive (i) that number of fully paid and
  nonassessable shares of VEDO Common Stock which is equal to the quotient of
  44,332,230 divided by the GoSolutions Fully Diluted Preferred Shares (as
  defined below), (ii) that number of Escrow Shares (as provided for herein and
  as defined below) which is equal to the quotient of the number of Escrow
  Shares released pursuant to the terms of the Escrow Agreement divided by the
  GoSolutions Fully Diluted Preferred Shares, and (iii) that number of Penalty
  Shares, if any, which is equal to the quotient of the number of Penalty
  Shares issued pursuant to Section 1.11 divided by the GoSolutions Fully
  Diluted Preferred Shares.

1.3.2     Conversion
of Merger Sub Capital Stock.  Each
share of common stock of Merger Sub (Merger Sub Common Stock), issued and
outstanding immediately prior to the Effective Time by virtue of the Merger and
at the Effective Time and without further action of the part of any holder
thereof shall be converted into and become one fully paid and nonassessable
share of GoSolutions Common Stock.

1.3.3     Dissenting
Shares.  Holders of shares of
GoSolutions Common Stock and GoSolutions Series A Preferred Stock who have
complied with all requirements for perfecting stockholders appraisal rights,
as set forth under the Florida Law, shall be entitled to their rights under the
Florida Law with respect to such shares (GoSolutions Dissenting Shares).

1.3.4     Escrow
Shares.  At the Closing, VEDO will
escrow 6,000,000 shares of VEDO Common Stock (the Escrow Shares)
subject to the terms of the Escrow Agreement (the Escrow Agreement) in
the form attached hereto as Exhibit C.  The Escrow Shares shall be withheld, on a
pro rata basis, from the shares of VEDO Common Stock to be issued to the
GoSolutions shareholders at Closing.
GoSolutions Equity, LLC shall be the shareholder representative (the Shareholder Representative) with full
power and
authority to act on behalf of the GoSolutions shareholders for purposes of
responding to and coordinating the defense against any Liability Claims (as
defined below) which Liability Claims could reasonably be expected to result in
a claim by VEDO against the Escrow Shares.  The
Escrow Shares shall be held, administered and distributed strictly in
accordance with the terms of the Escrow Agreement with respect to any
indemnification matter under Article XI of this Agreement.  To the extent there is any inconsistency
between the terms of this Agreement and the terms of the Escrow Agreement, the
terms of the Escrow Agreement shall control.

1.4          Fractional
Shares/Share Adjustment.  No
fractional shares of VEDO Stock will be issued in connection with the Merger,
but in lieu thereof each fractional share to which a holder of GoSolutions
Common Stock or Class A Preferred Stock would otherwise be entitled to receive
will be rounded (up or down) to the nearest whole share.  If at any time prior to the date upon which
Escrow Shares or Penalty Shares are required to be issued pursuant to this
Agreement, the number of outstanding shares of VEDO Stock is increased or
decreased, or are changed into or exchanged for a different number or kind of
shares or securities or other forms of

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property
(including cash) or rights, as a result of one or more reorganizations,
recapitalizations, spin-offs, stock splits, reverse stock splits, stock
dividends or the like, appropriate adjustments shall be made in the number
and/or kind of Escrow Shares or Penalty Shares issuable pursuant to this
Agreement.

1.5          Options,
Warrants and Convertible Notes.  At
and as of the Effective Time, all GoSolutions Stock Options outstanding
immediately prior to the Effective Time, whether or not vested, shall fully
accelerate and be terminated and extinguished upon the Effective Time, and the
holders of such GoSolutions Stock Options shall have no further rights with
respect to such GoSolutions Stock Options.

1.6          Effects
of the Merger.  At and upon the
Effective Time:

(a)          GoSolutions
will be merged with Merger Sub and GoSolutions will be the surviving
corporation, pursuant to the terms of this Agreement and the Articles of
Merger, and the separate existence of Merger Sub will cease;

(b)          
the Amended and Restated Articles of Incorporation of GoSolutions as in effect
immediately prior to the Effective Time, will be amended and restated to be the
Amended and Restated Articles of Incorporation attached hereto as Exhibit D;

(c)          the
Bylaws of GoSolutions as in effect immediately prior to the Effective Time will
be amended and restated to be the Restated Bylaws of the Surviving Corporation
substantially in the form attached hereto as Exhibit E (the Restated Bylaws);

(d)          the
Board of Directors of GoSolutions initially will have three (3) directors,
consisting of Thor R. Bendickson, K. Mason Conner, and Michael A. Richard;

(e)          each
share of GoSolutions Common Stock (and all unpaid dividends accrued thereon)
and each share of GoSolutions Class A Preferred Stock outstanding immediately
prior to the Effective Time will be converted as provided in Sections 1.3 and
1.4;

(f)          each
GoSolutions Stock Option outstanding immediately prior to the Effective Time
will be terminated and extinguished as provided in Section 1.5;

(g)          each
share of GoSolutions Common Stock or GoSolutions Class A Preferred Stock held
by GoSolutions or any direct or indirect wholly-owned subsidiary of GoSolutions
immediately prior to the Effective Time shall be canceled and extinguished
without any conversion thereof;

(h)          each
share of Merger Sub Common Stock outstanding immediately prior to the Effective
Time will be converted as provided in Section 1.3.3; and

(j)           the
Merger will, from and after the Effective Time, have all of the effects provided
by applicable law.

1.7          Further
Assurances.  Each party agrees that
if, at any time after the Effective Time, GoSolutions or VEDO considers or is
advised that any further deeds, assignments or

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assurances are
reasonably necessary or desirable to vest, perfect or confirm the rights and
titles set forth in this Agreement, each of VEDO and GoSolutions and their
respective proper officers and directors may execute and deliver all such
proper deeds, assignments and assurances and do all other things necessary or
desirable to vest, perfect or confirm title to such property or rights in VEDO
and GoSolutions and otherwise to carry out the purpose of this Agreement, in
the name of VEDO, GoSolutions or otherwise.

1.8          Hart-Scott-Rodino
Matters. If required, each of VEDO,
Merger Sub and GoSolutions shall comply promptly with the notification and
reporting requirements of the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the HSR Act)
and use all commercially reasonable best efforts to obtain early termination of
the waiting period under the HSR Act.
The Parties shall promptly substantially comply with any additional
requests for information, including requests for production of documents and
production of witnesses for interviews or depositions, by any antitrust
authority.

1.9          Tax
Free Reorganization.  The parties
intend to adopt this Agreement as a tax-free plan of reorganization and to
consummate the Merger in accordance with the provisions of Section 368(a) of
the Code.  The parties believe that the
value of the VEDO Stock to be received in the Merger is equal, in each instance,
to the value of the GoSolutions Common Stock to be surrendered in exchange
therefor.  The VEDO Stock issued in the
Merger will be issued solely in exchange for the GoSolutions Common Stock, and
no other transaction other than the Merger represents, provides for or is
intended to be an adjustment to, the consideration paid for the GoSolutions
Common Stock.  Except for GoSolutions
Dissenting Shares, no consideration that could constitute other property is
being paid by VEDO for the GoSolutions Common Stock in the Merger.  The parties have neither taken nor shall
take a position on any tax returns inconsistent with this Section 1.9.

1.10         Purchase
Accounting.  The parties intend that
the Merger be treated as a purchase for accounting purposes.

1.11         Registration
of VEDO Common Stock. The shares of
VEDO Common Stock to be issued on the Closing Date pursuant to the terms of
this Article I shall not, as of the Closing Date, be registered with the U.S.
Securities and Exchange Commission (the Commission). Notwithstanding the foregoing, VEDO shall
prepare and file with the Commission, a Registration Statement (the Registration Statement) covering the
resale of all shares of VEDO Common Stock issued on the Closing Date (the Registrable Shares) for an offering to be
made on a continuous basis pursuant to Rule 415 pursuant to the terms of the
Registration Rights Agreement (the Registration
Rights Agreement) in the form attached hereto as Exhibit F.

If VEDO has
not fully complied with the terms and conditions of the Registration Rights
Agreement and the Registration Statement required pursuant thereto has not been
declared effective by the Commission by the close of business on December 31,
2006, VEDO shall issue, as liquidated damages and not a penalty, 2,000,000
shares of VEDO Common Stock (the Initial
Penalty Shares). For each
calendar month beginning in January 2007 until such time as the Registration
Statement has been declared effective, VEDO shall issue, as additional
liquidated damages and not a penalty, 200,000 shares (and pro-rata for each
partial month thereafter) of VEDO Common Stock (the Additional Penalty Shares,
collectively with the Initial Penalty

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Shares, the Penalty Shares),
provided, however, that in no event shall the aggregate number of Penalty
Shares that VEDO is obligated to issue exceed 3,200,000.  The Penalty Shares shall be subject to
piggyback registration rights as set forth in the Registration Rights
Agreement.

1.12         Designation
of Director. At Closing, the
Principal GoSolutions Stockholders shall identify to VEDO an individual,
acceptable to VEDO, for service on VEDOs Board of Directors (the GoSolutions
Designee). The
Principal GoSolutions Stockholders shall forward such recommendation to VEDOs
Board of Directors, who shall nominate and recommend, in the same manner as for
any other nominee of the Board of Directors, the GoSolutions Designee for
election by VEDOs stockholders during VEDOs next regularly scheduled election
of directors. The Principal VEDO
Stockholders, as defined below, shall execute and deliver at Closing, a Voting
Agreement in the form attached hereto as Exhibit
G(the Principal
VEDO Stockholders Voting Agreement) pursuant to which the Principal
VEDO Stockholders shall agree to vote affirmatively for the election of the
GoSolutions Designee to the VEDO Board of Directors. Principal
VEDO Stockholders shall mean Barron Partners, LP and C. Alan
and Joan P. Williams.

1.13         Definition.
 The following definition applies for
purposes of this Agreement:

GoSolutions
Fully Diluted Common Shares
means that number of shares of GoSolutions Common Stock that are issued and
outstanding immediately prior to the Effective Time.

GoSolutions
Fully Diluted Preferred Shares means that
number of shares of GoSolutions Class A Preferred Stock that are issued and
outstanding immediately prior to the Effective Time.

ARTICLEII

REPRESENTATIONS AND WARRANTIES
OF GOSOLUTIONS

GoSolutions
hereby represents and warrants that, except as set forth on the GoSolutions
Disclosure Schedules delivered to VEDO and Merger Sub herewith as Exhibit H(the GoSolutions
Disclosure Schedules), which Exhibit may be updated to
reflect immaterial changes that occur after signing and prior to the Closing,
each of the representations, warranties and statements contained in the
following sections of this Article II is true and correct as of the Agreement
Date and will be true and correct on and as of the Closing Date.

2.1          Organization
and Good Standing.  GoSolutions and
each of its subsidiaries is a corporation duly organized, validly existing and
in good standing under the laws of the state of its incorporation, has the
corporate power and authority to own, operate and lease its properties and to
carry on its business as now conducted and as proposed to be conducted, and is
duly qualified or licensed to do business and is in good standing as a foreign
corporation in each jurisdiction where the nature of its business or ownership
or leasing of its properties makes such qualification or licensing necessary,
except where the failure to be so qualified or licensed could not reasonably be
expected to result in a Material Adverse Effect (as defined below) on
GoSolutions.  Except as listed in Schedule
2.1, GoSolutions does not, other than in the state of

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Florida, own or lease
any real property, has no employees and does not maintain a place of business
in any foreign country or in any other state of the United States.

2.2          Power,
Authorization and Validity.

2.2.1     GoSolutions
has all requisite right, power, legal capacity and authority to enter into and
perform its obligations under this Agreement and all GoSolutions Ancillary
Agreements, and all of the transactions contemplated by this Agreement.  The execution and delivery of this Agreement
and the GoSolutions Ancillary Agreements and the performance of all of
GoSolutionss obligation hereunder and thereunder, have been duly and validly
approved and authorized by GoSolutionss Board of Directors as required by
applicable law and GoSolutionss Amended and Restated Articles of Incorporation
and Bylaws.  For purposes of this
Agreement, GoSolutions
Ancillary Agreements means all agreements, certificates and
other documents required to be delivered by GoSolutions under this Agreement,
including the Articles of Merger and the Merger Voting Agreement.

2.2.2     To
the knowledge of GoSolutions, no filing, authorization,  registration, order, consent, notice or
approval, governmental or otherwise, is necessary to enable GoSolutions to
enter into and deliver this Agreement and the GoSolutions Ancillary Agreements,
or to perform any of its obligations hereunder and thereunder, except where the
failure to give such notice, to file or to obtain any authorization, consent or
approval would not have a Material Adverse Effect on GoSolutions and except for
(a) the filing of the Articles of Merger with the Florida Department of State,
and the filing of appropriate documents with the relevant authorities of other
states in which GoSolutions is qualified to do business, if any, (b) such
filings as may be required to comply with federal, state and foreign securities
laws, (c) the approval of the GoSolutions Stockholders of the transactions
contemplated hereby, and (d) if required, the filings required by the HSR Act.

2.2.3     Subject
to approval of this Agreement and the Merger by the GoSolutions Stockholders,
this Agreement has been, and the GoSolutions Ancillary Agreements are, or when
executed by GoSolutions will be, valid and binding obligations of GoSolutions
enforceable in accordance with their respective terms, except as to the effect,
if any, of (a) applicable bankruptcy, reorganization, insolvency, moratorium or
other similar laws affecting the rights of creditors generally from time to
time in effect, (b) rules of law governing specific performance, injunctive
relief and other equitable remedies and (c) the enforceability of provisions
requiring indemnification in connection with the offering, issuance or sale of
securities (collectively, the General
Enforceability Exceptions); provided,
however,that the Articles of Merger will not be effective until
filed with the Florida Department of State.
This Agreement has been, and when executed, the GoSolutions Ancillary
Agreements will be, duly executed and delivered by GoSolutions.

2.3          Capitalization.

2.3.1     Authorized
and Outstanding Capital Stock.  The
authorized capital stock of GoSolutions consists of 80,000,000 shares of Common
Stock, $0.001 par value per share, of which 6,381,775 shares are issued and
outstanding; 15,000,000 shares of Series A Convertible Redeemable Preferred
Stock, $0.001 par value per share, of which 10,000,000 shares are issued

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and
outstanding (GoSolutions
Class A Preferred Stock); 1,020,000 shares of Series B
Convertible Redeemable Preferred Stock, $0.001 par value per share, of which no
shares are issued and outstanding (GoSolutions Class B Preferred Stock); and
4,000,000 undesignated shares of preferred stock, $0.001 par value per share,
of which no shares are issued and outstanding.
Schedule 2.3.1 contains a correct and complete list, as of the
date hereof, of each GoSolutions Stockholder by class and series of shares,
including the name of the stockholder, the number of shares held and any vesting
schedule applicable to the shares.

All issued and
outstanding shares of GoSolutions Common Stock and GoSolutions Class A
Preferred Stock have been duly authorized and were validly issued, are fully
paid and nonassessable, are not subject to any right of rescission, are not
subject to preemptive rights by statute, the Amended and Restated Articles of
Incorporation or Bylaws of GoSolutions, or any agreement or document to which
GoSolutions is a party or by which it is bound, and all such shares have been
offered, issued, sold and delivered by GoSolutions in compliance with all
registration or qualification requirements (or applicable exemptions therefrom)
of applicable federal, state and foreign securities laws.  GoSolutions is not under any obligation to
register under the Securities Act any of its presently outstanding
securities.  There is no liability for
dividends accrued but unpaid with respect to GoSolutionss outstanding
securities.

2.3.2     GoSolutions
Stock Options.  An aggregate of
655,000 shares of GoSolutions Common Stock are reserved and authorized for
issuance pursuant to outstanding GoSolutions Stock Options.  All GoSolutions Stock Options have been duly
authorized and were validly granted in compliance with applicable exemptions
under federal and state securities laws.
Schedule 2.3.2 contains a correct and complete list of each
GoSolutions Stock Option outstanding as of the date hereof.   All GoSolutions Stock Options will be
exercised or cancelled at or prior to the Effective Time.

2.4          Subsidiaries.
 Other than GoSolo Technologies, Inc., a
Florida corporation and GoSolutions Canada, Inc., a Federal corporation,
GoSolutions does not have any subsidiaries or any interest, direct or indirect,
in any corporation, partnership, joint venture or other business entity,
organization or enterprise.  GoSolutions
is not obligated to make and is not bound by any agreement or obligation to
make any investment in or capital contribution in or on behalf of any other
entity.

2.5          No
Violation of Existing Agreements.
Neither the execution and delivery of this Agreement nor any GoSolutions
Ancillary Agreement, nor the consummation of the transactions contemplated
hereby or thereby, will conflict with, or (with or without notice or lapse of
time, or both) result in a termination, breach, default, impairment or
violation of (a) any provision of the Amended and Restated Articles of
Incorporation or Bylaws of GoSolutions, as currently in effect, or (b) in any
material respect, any material lease, contract or instrument to which
GoSolutions is a party or by which GoSolutions or any of its assets or
properties is bound, or (c) to the knowledge of GoSolutions any federal, state,
local or foreign judgment, writ, decree, order, statute, rule or regulation or
any permit, franchise or concession applicable to GoSolutions or its assets or
properties.  Except as set forth in Schedule
2.5, the consummation of the Merger will not require the consent or approval
of or notice to any third party.

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2.6          Litigation.
 Schedule 2.6 sets forth each instance
in which GoSolutions (i) is subject to any outstanding injunction, judgment,
order, decree, ruling, or charge, or (ii) is a party to any action, suit,
proceeding, hearing, or investigation of, in or before any court or
quasi-judicial or administrative agency of any federal, state, local or foreign
jurisdiction, except where the injunction, judgment, order, decree, ruling,
charge, action, suit, proceeding, hearing or investigation would not have a
Material Adverse Effect on GoSolutions.
There is, to GoSolutionss knowledge, no reasonable basis for any
stockholder or former stockholder of GoSolutions, or any other person, firm,
corporation, or entity, to assert a claim against GoSolutions based upon
GoSolutionss violation of any statutory or contractual right with respect to
(a) ownership or rights to ownership of any shares of GoSolutions Common Stock,
(b) any rights as a GoSolutions Stockholder, including any option or preemptive
rights or rights to notice or to vote, or (c) any rights under any agreement
among GoSolutions and its stockholders.

2.7          Taxes.
 Except as set forth in Schedule 2.7,
GoSolutions has timely filed all federal, state, local and foreign tax and
information returns required to be filed by it, has timely paid all taxes
required to be paid by it for which payment is due, has established an adequate
accrual or reserve for the payment of all taxes payable in respect of the
periods subsequent to the periods covered by its most recent applicable tax
returns (which accrual or reserve as of the GoSolutions Balance Sheet Date (as
defined in Section 2.10 below) is fully reflected on the GoSolutions Balance
Sheet (as defined in Section 2.8 below) and in any more recent balance sheet of
GoSolutions provided by GoSolutions to VEDO on or before the Agreement Date),
has made all necessary estimated tax payments, and has no liability for taxes
in excess of the amount so paid and accruals or reserves so established.  Except as set forth in Schedule 2.7,
all such returns and reports are true, correct and complete, and GoSolutions
has provided VEDO with true and correct copies of such returns and
reports.  Except as set forth in Schedule
2.7, GoSolutions is not delinquent in the payment of any tax or in the
filing of any tax returns, and no deficiencies for any tax have been
threatened, claimed, proposed or assessed against GoSolutions, or any of the
officers, employees or agents of GoSolutions in their capacity as such.  GoSolutions has not received any
notification from the Internal Revenue Service or any other taxing authority
regarding any material issues that: (a) are currently pending before the
Internal Revenue Service or any other taxing authority (including, but not
limited to, any sales or use tax authority) regarding GoSolutions, or (b) have
been raised by the Internal Revenue Service or other taxing authority and not
yet finally resolved.  No tax return of
GoSolutions is under audit by the Internal Revenue Service or any state or
local taxing agency or authority and any such past audits (if any) have been
completed and fully resolved to the satisfaction of the applicable tax
authority conducting such audits and all taxes and any penalties or interest
determined by such audits to be due from GoSolutions have been paid in full to
the applicable taxing authorities.  No
tax liens are currently in effect against any assets of GoSolutions other than
liens which arise by operation of law for taxes not yet due and payable.  Except as set forth in Schedule 2.7,
there is not in effect any waiver by GoSolutions of any statute of limitations
with respect to any taxes or any extension of time for filing any tax return
which has not been filed, and GoSolutions has not consented to extend to a date
later than the date hereof the period in which any tax may be assessed or
collected by any taxing authority.
GoSolutions is not a party to a tax sharing or indemnity agreement.  GoSolutions has withheld with respect to
each of its employees and independent contractors all taxes, including, but not
limited to, federal and state income taxes, FICA, Medicare, FUTA and other
taxes, required to be withheld, and paid such withheld amounts to the appropriate
tax authority within the time prescribed by law.

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To
the knowledge of GoSolutions, there is no agreement, plan or arrangement to
which GoSolutions is a party, including this Agreement and the agreements
entered into in connection with this Agreement, covering any employee or former
employee of GoSolutions or any of its subsidiaries that, individually or
collectively, would be reasonably likely to give rise to the payment of any
amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of
the Code.

For
the purposes of this Agreement, the terms taxand taxesinclude all federal,
state, local and foreign income, alternative or add-on minimum income, gains,
franchise, excise, property, property transfer, sales, use, employment,
license, payroll, ad valorem, documentary, stamp, withholding, occupation,
recording, value added or transfer taxes, governmental charges, fees, customs
duties, levies or assessments (whether payable directly or by withholding), and,
with respect to any such taxes, any estimated tax, interest, fines and
penalties or additions to tax and interest on such fines, penalties and
additions to tax.

2.8          GoSolutions
Financial Statements.  GoSolutions
has delivered to VEDO as part of Schedule 2.8  (i) GoSolutions audited balance sheet as of December 31, 2004
and 2003 and audited statements of income, stockholders equity and cash flows
for the years ended December 31, 2004 and 2003, and (ii) an audited balance
sheet as of September 30, 2005, and GoSolutionss audited statements of income,
stockholders equity and cash flows for the nine-month period ended September
30, 2005 (collectively, the GoSolutions Financial Statements).  Except as set forth in Schedule 2.8,
the GoSolutions Financial Statements have been prepared according to generally
accepted accounting principles applied on a basis consistent with prior periods
(GAAP).  For the purposes of this Agreement, all
financial statements referred to in this paragraph shall include any notes or
schedules to such financial statements.
The GoSolutions Financial Statements (a) are in accordance with the
books and records of GoSolutions, and (b) fairly present the financial
condition of GoSolutions at the date therein indicated and the results of
operations for the period therein specified.
Except as set forth in Schedule 2.8, GoSolutions has no material
debt, liability or obligation of any nature, whether accrued, absolute,
contingent or otherwise, and whether due or to become due, that is not
reflected or reserved against in the GoSolutions Balance Sheet, except for
those (i) that may have been incurred after the date of the GoSolutions
Financial Statements in the ordinary course of its business, consistent with
past practice and that are not material in amount either individually or
collectively, or (ii) that would not reasonably be required in accordance with
GAAP to be included in a balance sheet or notes thereto.

2.9          Title
to Properties.  Except as set forth
in Schedule 2.9, GoSolutions has good and marketable title to all of its
assets and properties shown on the GoSolutions Financial Statements, free and
clear of all liens, charges, restrictions, pledges or encumbrances (other than
(i) liens for taxes not yet due and payable, and (ii) minor imperfections of
and encumbrances on title, if any, that do not materially detract from the
value of or interfere with the use of such property).  All machinery and equipment included in such properties is in
good condition and repair, normal wear and tear excepted, and all leases of real or personal
property to which GoSolutions is a party are valid, binding and enforceable
against GoSolutions, and fully effective and afford GoSolutions peaceful and
undisturbed possession of the subject matter of the lease, subject to the
General Enforceability Exceptions.  To
its knowledge, GoSolutions is not in

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violation of
any zoning, building, safety or environmental ordinance, regulation or
requirement or other law or regulation applicable to the operation of owned or
leased properties (the violation of which would have a Material Adverse Effect
on its business), or has received any notice of violation with which it has not
complied.  Schedule 2.9 sets
forth a complete and accurate list of all tangible personal property owned or
leased by GoSolutions.

2.10         Absence
of Certain Changes.  Except as set
forth in Schedule 2.10, since December 31, 2005 (the GoSolutions Balance Sheet Date),
there has not been with respect to GoSolutions:

(a)          any
change in the financial condition, properties, assets, employees, liabilities,
business or operations thereof which change by itself or in conjunction with
all other such changes, whether or not arising in the ordinary course of
business, has had or could reasonably be expected to have a Material Adverse
Effect on GoSolutions;

(b)          any
contingent liability incurred by GoSolutions as guarantor or otherwise with
respect to the obligations of others;

(c)          any
mortgage, trust, pledge, encumbrance or lien placed on any of the assets or
properties of GoSolutions (except as permitted under Section 2.9)

(d)          any
material obligation or liability incurred by GoSolutions, other than
obligations and liabilities incurred in the ordinary course of business;

(e)          any
purchase or sale or other disposition, or any agreement or other arrangement
for the purchase, sale or other disposition, of any of the properties or assets
of GoSolutions other than in the ordinary course of business in amounts which
are not material to GoSolutions and other than the sale or disposition of inventory
in the ordinary course of business;

(f)          any
damage, destruction or loss, whether or not covered by insurance, that has or
could reasonably be expected to result in a Material Adverse Effect on
GoSolutions;

(g)          any
declaration, setting aside or payment of any dividend on, or the making of any
other distribution in respect of, the capital stock of GoSolutions, any split,
combination or recapitalization of the capital stock of GoSolutions or any
direct or indirect redemption, purchase or other acquisition of the capital
stock of GoSolutions;

(h)          any
labor dispute or claim of unfair labor practices, any change in the
compensation payable or to become payable to any of GoSolutionss officers,
employees, consultants or agents (except normal annual merit or cost of living
increases made in the ordinary course of business and consistent with past
practice which are not material in amount), or any bonus payment or arrangement
made to or with any of such officers, employees, consultants or agents;

(i)           any
payment or discharge of a material lien or liability of GoSolutions which lien
or liability was not either shown on the GoSolutions Balance Sheet or incurred
in the ordinary course of business thereafter consistent with past practice;

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(j)          any
obligation or liability incurred by GoSolutions to any of its officers,
directors, employees or stockholders or any loans or advances made by
GoSolutions to any of its officers, directors, employees or stockholders except
normal compensation;

(k)          any
issuance of shares of GoSolutions Common Stock or grant or issuance of any
options, warrants or other rights to acquire GoSolutions Common Stock from
GoSolutions, or any offer, issuance or sale by GoSolutions of any debt or
equity securities of GoSolutions (except for the issuance of GoSolutions Common
Stock upon exercise of outstanding options or warrants of GoSolutions or
exercise of conversion privileges of preferred shares);

(l)           any
agreement, action or omission not otherwise referred to in subsections (a)
through (k) that has resulted in a Material Adverse Effect on GoSolutions; or

(m)         any
agreement, whether in writing or otherwise, to take any of the actions
specified in the foregoing subsections (a) through (l).

2.11         Contracts.
 Schedule 2.11 sets forth a list of
all:

(a)          written
contracts and other written agreements to which GoSolutions is a party and the
performance of which will involve consideration in excess of $25,000;

(b)          any
contract or commitment in which GoSolutions has granted or received most
favored customer pricing provisions or exclusive marketing, distribution, sales
or other rights relating to any product or service, group of products or
services, market or geographic territory;

(c)          any
joint venture or partnership contract or agreement or other agreement which has
involved, or is reasonably expected to involve, a sharing of profits, expenses
or losses with any other party;

(d)          any
contract or commitment for or relating to the employment or retention of any
officer, employee or consultant of GoSolutions or any other type of contract or
understanding with any officer, employee or consultant of GoSolutions that is
not terminable by GoSolutions on less than 30 days notice without cost or other
liability;

(e)          any
indenture, mortgage, trust deed, promissory note, loan agreement, security
agreement, line of credit, equipment lease, guarantee or other agreement or
commitment for the borrowing of money, for a line of credit or for a leasing
transaction of a type required to be capitalized in accordance with Statement
of Financial Accounting Standards No. 13 of the Financial Accounting Standards
Board;

(f)          any
lease or other agreement under which GoSolutions is lessee of or holds or
operates any items of tangible personal property or real property owned by any
third party and under which payments to such third party exceed $25,000 per
annum;

(g)          any
agreement that restricts GoSolutions from engaging or competing in any business
in any market or geographic area or with respect to any product or service;

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(h)          any
GoSolutions IP Rights Agreement (as defined in Section 2.13);

(i)           any
agreement relating to the offer, sale, issuance, grant, exercise, award,
purchase, repurchase or redemption of any shares of capital stock or other
securities of GoSolutions or any options, warrants or other rights to purchase
or otherwise acquire any such shares of capital stock, other securities or
options, warrants or other rights therefor;

(j)           any
contract with or commitment to any labor union;

(k)          any
agreement or other commitment to sell or otherwise dispose of consigned
inventory; and

(l)           any
other agreement, contract, commitment or instrument that is material to the
business of GoSolutions or that involves a future commitment by GoSolutions in
excess of $25,000.

A true and
complete copy of each agreement or document, as amended through the date
hereof, required by subsections (a) through (l) of this Section
to be listed in Schedule 2.11 (such agreements and documents being
hereinafter collectively referred to as the GoSolutions Material Agreements) has
been delivered or made available to VEDO.
All GoSolutions Material Agreements are valid and in full force and
effect.  GoSolutions is not in material
breach or default under any GoSolutions Material Agreement and has not received
any notice or other communication regarding any actual or possible violation or
breach of, or default under, any GoSolutions Material Agreement.  To the knowledge of GoSolutions, no party to
any GoSolutions Material Agreement is in beach or default of, or intends to
terminate, cancel, modify or amend, any GoSolutions Material Agreement.

2.12         No
Consent Required; No Restrictions.
Except as set forth in Schedule 2.12, no consent, notice or
approval of any third party is required to ensure that, following the Effective
Time, any GoSolutions Material Agreement will continue to be in full force and
effect without any breach or violation thereof caused by virtue of the Merger
or by any other transaction contemplated by this Agreement or any GoSolutions
Ancillary Agreement.  Except as set
forth in Schedule 2.12, GoSolutions is not a party to, and no asset or
property of GoSolutions is bound or affected by, any judgment, injunction,
order, decree, contract, covenant or agreement (noncompete or otherwise) that
restricts or prohibits, or purports to restrict or prohibit, GoSolutions or,
following the Effective Time, the surviving corporation, from freely engaging
in any business now conducted by GoSolutions or from competing anywhere in the
world (including, without limitation, any contracts, covenants or agreements
restricting the geographic area in which GoSolutions may sell, license, market,
distribute or support any products or technology or provide services, or
restricting the markets, products, customers or industries that GoSolutions may
address in operating its business), or includes any grants by GoSolutions of
exclusive rights or licenses.  To the
knowledge of GoSolutions, no event has occurred, and no circumstance or
condition exists, that (with or without notice or lapse of time) will, or would
reasonably be expected to, (a) result in a material violation or breach of any
of the provisions of any GoSolutions Material Agreement, or (b) give any third
party (i) the right to declare a material default or exercise any material
remedy under any GoSolutions Material Agreement, (ii) the right to a rebate,
chargeback or penalty under any GoSolutions Material Agreement, (iii) the

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right to
accelerate the maturity or performance of any obligation of GoSolutions in
excess of $25,000 under any GoSolutions Material Agreement, or (iv) the right
to cancel, terminate or modify any GoSolutions Material Agreement, except in
each such case for such defaults, acceleration rights, termination rights and
other rights that have not had, and would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect on
GoSolutions.

2.13         Intellectual
Property. Except as set forth in Schedule
2.13, GoSolutions owns or has the right to use, sell or license all
material Intellectual Property Rights (as defined below) necessary or required
for the conduct of its business as presently conducted (such Intellectual
Property Rights being hereinafter collectively referred to as the GoSolutions IP Rights) and such rights to
use, sell or license are reasonably sufficient for such conduct of its
business. To the knowledge of
GoSolutions, the execution, delivery and performance of this Agreement and the
GoSolutions Ancillary Agreements and the consummation of the transactions
contemplated hereby and thereby will not constitute a material breach of any
instrument or agreement governing any GoSolutions IP Right (the GoSolutions IP Rights Agreements), will
not cause the forfeiture or termination or give rise to a right of forfeiture
or termination of any GoSolutions IP Right or materially impair the right of
GoSolutions to use, sell or license any GoSolutions IP Right or portion thereof
(except where such breach, forfeiture, termination or impairment would not have
a Material Adverse Effect on GoSolutions).
There are no royalties, honoraria, fees or other payments payable by
GoSolutions to any person by reason of the ownership, use, license, sale or
disposition of the GoSolutions IP Rights (other than as set forth in the
GoSolutions IP Rights Agreements listed in Schedule 2.11). To the knowledge of GoSolutions, neither the
manufacture, marketing, license, sale or intended use of any product currently
licensed or sold, or any service offered by, GoSolutions or currently under
development by GoSolutions violates any license or agreement between
GoSolutions and any third party or infringes any Intellectual Property Right of
any other party; and there is no pending or, to the knowledge of GoSolutions,
threatened claim or litigation against GoSolutions contesting the validity or
ownership of, or GoSolutionss right to use, sell, license or dispose of, any
GoSolutions IP Right, nor has GoSolutions received any notice asserting that
any GoSolutions IP Right or the proposed use, sale, license or disposition
thereof conflicts or will conflict with the rights of any other party, nor, to
the knowledge of GoSolutions, is there any basis for any such assertion. GoSolutions has taken reasonable steps
designed to safeguard and maintain the secrecy and confidentiality of, and its
proprietary rights in, all material GoSolutions IP Rights. Schedule 2.13contains a list of all
applications, registrations, filings and other formal actions made or taken
pursuant to federal, state and foreign laws by GoSolutions to perfect or
protect its interest in GoSolutions IP Rights, including, without limitation,
all patents, patent applications, trademarks, trademark applications and
service marks, copyrights and copyright applications. As used herein, the term Intellectual
Property Rightsshall mean all worldwide industrial and
intellectual property rights, including, without limitation, patents, patent
applications, patent rights, trademarks, trademark applications, trade names,
service marks, service mark applications, copyrights, copyright applications,
franchises, licenses, inventories, know-how, trade secrets, customer lists,
proprietary processes and formulae, all source and object code, algorithms,
architecture, structure, display screens, layouts, inventions, development
tools and all documentation and media constituting, describing or relating to
the above, including, without limitation, manuals, memoranda and records.

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2.14         Compliance
with Laws.  GoSolutions has complied
and is in full compliance, in all material respects, with all applicable laws,
ordinances, regulations, and rules, and all orders, writs, injunctions, awards,
judgments, and decrees applicable to it or its assets, properties, and business
(the violation of which would have a Material Adverse Effect upon its
business).  To the knowledge of
GoSolutions, GoSolutions has received all permits, licenses, commissions,
consents and approvals from, and has made all filings with, third parties,
including government agencies, bodies and authorities, that are necessary for
its business as currently conducted (GoSolutions Governmental Permits), except
where the failure to obtain any such GoSolutions Governmental Permit is not
reasonably expected to have a Material Adverse Effect on GoSolutions.  To the knowledge of GoSolutions, there are no
legal or administrative proceedings or investigations pending or threatened in
writing, that, if enacted or determined adversely to GoSolutions, would result
in any Material Adverse Effect on GoSolutions.
Schedule 2.14 sets forth a list of each GoSolutions Governmental
Permit.  A true and complete copy of
each GoSolutions Governmental Permit listed in Schedule 2.14 has been
delivered or made available to VEDO or its counsel.

2.15         Certain
Transactions and Agreements.  Except
as set forth in Schedule 2.15, no officers, directors or other affiliate
(Affiliate),
as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended
(the Exchange Act)
of GoSolutions has had or has, either directly or indirectly, a material
interest in (i) any person or entity which purchases from or sells, licenses or
furnishes to GoSolutions any goods, products, property, technology or
intellectual or other property rights or provides any services for or to
GoSolutions; or (ii) any contract or agreement
or informal arrangement to which GoSolutions is a party or by which it
may be bound or affected, except for normal compensation for services as an
officer, director or employee of GoSolutions.
None of said Affiliates has any interest in any property, real or
personal, tangible or intangible, including inventions, patents, copyrights,
trademarks or trade names or trade secrets, used in the business of
GoSolutions, except for the normal rights of a stockholder or
warrantholder.

2.16         Employees,
ERISA and Other Compliance.

2.16.1
Except as set forth in Schedule 2.16.1, GoSolutions has no employment
contracts or consulting agreements currently in effect that are not terminable
at will (other than agreements with the sole purpose of providing for the
confidentiality of proprietary information or assignment of inventions).

2.16.2
GoSolutions (i) has never been and is not now subject to a union organizing
effort, (ii) is not subject to any collective bargaining agreement with respect
to any of its employees, (iii) is not subject to any other contract, written or
oral, with any trade or labor union, employees association or similar
organization, or (iv) has no current labor disputes.

2.16.3
Schedule 2.16.3 identifies (i) each employee benefit plan, as defined
in Section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended (ERISA),
and (ii) all other material written or formal plans or agreements involving
direct or indirect compensation or benefits (including any employment
agreements entered into between GoSolutions and any employee of GoSolutions,
but excluding workers compensation, unemployment compensation and other
government-mandated programs) currently or previously

15

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maintained,
contributed to or entered into by GoSolutions or any ERISA Affiliate (as
defined below) under which either has any present or future material obligation
or liability (collectively, the GoSolutions Employee Plans).  For purposes of this Section 2.16,
ERISA Affiliate
shall mean any entity which is a member of (A) a controlled group of
corporations, as defined in Section 414(b) of the Code, (B) a group of entities
under common control, as defined in Section 414(c) of the Code, or (C) an
affiliated service group, as defined in Section 414(m) of the Code, or
treasury regulations promulgated under Section 414(o) of the Code, any of which
includes GoSolutions.  Copies of all
GoSolutions Employee Plans (and, if applicable, related trust agreements) and
all amendments thereto and written interpretations thereof (including summary
plan descriptions) have been delivered or made available to VEDO or its
counsel, together with the most recent annual reports (Form 5500, including, if
applicable, Schedule B thereto) prepared in connection with any such
GoSolutions Employee Plan.  All
GoSolutions Employee Plans which individually or collectively would constitute
an employee pension benefit plan, as defined in Section 3(2) of ERISA
(collectively, the GoSolutions
Pension Plans), are identified as such in Schedule 2.16.3.  All contributions due from GoSolutions with
respect to any of the GoSolutions Employee Plans which are GoSolutions Pension
Plans have been made as required under ERISA or have been accrued on
GoSolutionss financial statements as of the GoSolutions Balance Sheet
Date.  To the knowledge of GoSolutions,
each GoSolutions Employee Plan has been maintained substantially in compliance
with its terms and with the requirements prescribed by any and all statutes,
orders, rules and regulations, including, without limitation, ERISA and the
Code, which are applicable to such GoSolutions Employee Plans, except where the
failure to comply with any such statutes, orders, rules and regulations would
not have a Material Adverse Effect on GoSolutions.  No GoSolutions Employee Plan will be subject to any material
surrender fees or service fees upon termination other than normal and
reasonable administrative fees associated with the termination of benefits
plans.

2.16.4
No GoSolutions Pension Plan constitutes, or has since the enactment of ERISA
constituted, a multiemployer plan, as defined in Section 3(37) of ERISA and
GoSolutions has no obligations under any multiemployer plan.  No GoSolutions Pension Plans are subject to
Title IV of ERISA.  To the knowledge of
GoSolutions, no prohibited transaction, as defined in Section 406 of ERISA or
Section 4975 of the Code, has occurred with respect to any GoSolutions Employee
Plan which is covered by Title I of ERISA which would result in a material
liability to GoSolutions, excluding transactions effected pursuant to a
statutory or administrative exemption.
To the knowledge of GoSolutions, nothing done or omitted to be done and
no transaction or holding of any asset under or in connection with any
GoSolutions Employee Plan has or will make GoSolutions or any officer or
director of GoSolutions subject to any material liability under Title I of
ERISA or liable for any material tax (as defined in Section 2.7) or penalty
pursuant to Sections 4972, 4975, 4976 or 4979 of the Code or Section 502 of
ERISA.

2.16.5
Any GoSolutions Pension Plan which is intended to be qualified under Section
401(a) of the Code (a GoSolutions
401(a) Plan) (i) has obtained from the Internal Revenue Service
an opinion letter or favorable determination letter as to its initial qualified
status under the Code, (ii) may rely on an opinion letter issued to a prototype
plan sponsor with respect to a standardized plan adopted by GoSolutions in
accordance with the requirements for such reliance, or (iii) has applied to the
Internal Revenue Service for such a determination letter (or has time remaining
to apply for such a determination letter) prior to the expiration of the

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requisite
period under applicable Treasury Regulations or Internal Revenue Service
pronouncements in which to apply for such a determination letter and to make
any amendments necessary to obtain a favorable determination with respect to
all periods since the date of adoption of such GoSolutions Pension Plan.  GoSolutions has delivered or made available
to VEDO or its counsel a complete and correct copy of the most recent Internal
Revenue Service determination letter with respect to each GoSolutions 401(a)
Plan.

2.16.6
Schedule 2.16.6 lists and GoSolutions has provided or made available to
VEDO or its counsel each material employment, severance or other similar
contract, arrangement or policy and each plan or arrangement (written or oral)
providing for insurance coverage (including any self-insured arrangements),
workers benefits, vacation benefits, severance benefits, disability benefits,
death benefits, hospitalization benefits, retirement benefits, deferred
compensation, profit-sharing, bonuses, stock options, stock purchase, phantom
stock, stock appreciation or other forms of incentive compensation or
post-retirement insurance, compensation or benefits for employees, consultants
or directors which (A) is not a GoSolutions Employee Plan, (B) is entered into,
maintained or contributed to, as the case may be, by GoSolutions and (C) covers
any employee or former employee of GoSolutions.  Such contracts, plans and arrangements as are described in this
Section 2.16.6 are herein referred to collectively as the GoSolutions Benefit Arrangements.  To the
knowledge of GoSolutions, each
GoSolutions Benefit Arrangement has been maintained in substantial compliance
with its terms and with the requirements prescribed by any and all statutes,
orders, rules and regulations which are applicable to such GoSolutions Benefit
Arrangement, except where the failure to comply with any such statutes, orders,
rules and regulations would not have a Material Adverse Effect on
GoSolutions.

2.16.7
There has been no amendment to, written interpretation or announcement (whether
or not written) by GoSolutions relating to, or change in employee participation
or coverage under, any GoSolutions Employee Plan or GoSolutions Benefit
Arrangement that would increase materially the expense of maintaining such
GoSolutions Employee Plan or GoSolutions Benefit Arrangement above the level of
the expense incurred in respect thereof for the fiscal year ended December 31,
2005.

2.16.8
To the knowledge of GoSolutions, the group health plans (as defined in Section
4980B(g) of the Code) that benefit employees of GoSolutions 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 Family Medical Leave Act of
1993, as amended, and the regulations thereunder, as such requirements affect
GoSolutions and its employees, except where the failure to comply would not
have a Material Adverse Effect on GoSolutions.
To the knowledge of GoSolutions, there are no material outstanding
violations under the Consolidation Omnibus Budget Reconciliation Act of 1985,
as amended (COBRA), with
respect to any of GoSolutions Benefit Arrangements, covered employees, or
qualified beneficiaries.

2.16.9
To the knowledge of GoSolutions, GoSolutions is in compliance in all material
respects with all applicable laws, agreements and contracts relating to
employment, employment practices, wages, hours, and terms and conditions of
employment, including, but not limited to, employee compensation matters, but
not including ERISA.  GoSolutions has no

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material
obligations under COBRA or any similar state law with respect to any former
employees or qualifying beneficiaries thereunder.  There are no controversies pending or, to the knowledge of
GoSolutions, threatened, between GoSolutions and any of its employees or former
employees, which controversies have or could reasonably be expected to have a
Material Adverse Effect on GoSolutions.
GoSolutions is not a party to any collective bargaining agreement or
other labor union contract nor does GoSolutions have knowledge of any
activities or proceedings of any labor union or other group to organize any
such employees.  To the knowledge of
GoSolutions, GoSolutions has not incurred any liability under, and has complied
in all respects with, the Worker Adjustment Retraining Notification Act (the WARN Act), and to
the knowledge of GoSolutions, no fact or event exists that could give rise to
liability under the WARN Act.  Schedule
2.16.9 contains a list of all employees who are currently on a leave of
absence (whether paid or unpaid), the reasons therefor, and whether
reemployment of such employee is guaranteed by contract or statute, and a list
of all employees who have requested a leave of absence to commence at any time
after the date of this Agreement, the reason therefore, the expected length of
such leave, and whether reemployment of such employee is guaranteed by contract
or statute.

2.16.10
Except as set forth in Schedule 2.16.10, GoSolutions is not a party to
any (a) agreement with any executive officer or other key employee of
GoSolutions (i) the benefits of which are contingent, or the terms of which are
materially altered, upon the occurrence of any of the transactions contemplated
by this Agreement and the Articles of Merger, (ii) providing any term of
employment or compensation guarantee, or (iii) providing severance benefits or
other benefits after the termination of employment of such employee regardless
of the reason for such termination of employment, or (b) agreement or plan,
including, without limitation, any stock option agreement or plan, stock
appreciation rights plan, stock purchase plan, stock restriction agreement,
restricted stock purchase agreement or employment agreement, any of the
benefits of which will be increased, or the vesting of benefits (including
contingent rights to equity or payments) of which will be accelerated, by the
occurrence of any of the transactions contemplated by this Agreement and the
Articles of Merger or the value of any of the benefits of which will be
calculated on the basis of any of the transactions contemplated by this
Agreement and the Articles of Merger.

2.17          Inventories.
Except as set forth in Schedule 2.17, all inventories of GoSolutions
reflected in the GoSolutions Balance Sheet consist of items of merchantable
quality and quantity usable and salable at its carrying value in the ordinary
course of business, consistent with past practice.

2.18          Receivables.
The accounts receivables and other receivables reflected on the GoSolutions
Balance Sheet, and those arising in the ordinary course of business after the
date thereof, are valid receivables that have arisen from bona fide
transactions in the ordinary course of business.

2.19          Orders,
Commitments and Returns.  All
accepted and unfulfilled orders for the sale of products and the performance of
services entered into by GoSolutions and all outstanding contracts or
commitments for the purchase of supplies, materials and services by or from
GoSolutions were made in bona fide transactions in the ordinary course of
business. There are no material claims against GoSolutions to return products
by reason of alleged over-shipments,

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defective
products or otherwise, or of products in the hands of customers, retailers or
distributors under an understanding that such products would be returnable.

2.20          Relations
with Suppliers and Customers.  No material
current supplier of GoSolutions has canceled any contract or order for
provision of, and, to the knowledge of GoSolutionss officers, there has been
no threat in writing by any such supplier not to provide, raw materials,
products, supplies or services to the businesses of GoSolutions either prior to
or following the Effective Time.  Schedule
2.20 lists each supplier to GoSolutions that is the source of a particular
material, product, supply or service with respect to which locating and
qualifying a replacement source would, to GoSolutions knowledge, involve
significant cost or delay.

2.21          Product
Liability Claims. Except as set
forth in Schedule 2.21, GoSolutions has never received a claim, or, to
its knowledge, incurred any uninsured or insured liability, for or based upon
breach of product warranty (other than warranty service and repair claims
incurred in the ordinary course of business and expensed as warranty expense on
the Financial Statements for the period in which such claims were incurred),
strict liability in tort, general negligence, negligent manufacture of product
or any other allegation of liability, including or resulting in, but not
limited to, product recalls, arising from the materials, design, testing,
manufacture, packaging, labeling (including instructions for use) or sale of
its products (Product Liability Claim).

2.22          Warranties.
To the knowledge of GoSolutions, all products manufactured or sold, and all
services provided, by GoSolutions have materially complied, and are in material
compliance with all contractual requirements, warranties or covenants
applicable thereto. No product or service manufactured, sold, delivered or
performed by GoSolutions is subject to any guaranty, warranty or other
indemnity beyond the applicable standard terms and conditions set forth in Schedule
2.22.  Schedule 2.22 sets
forth or references the terms of all standard and all material non-standard
product and service warranties and product return, sales credit, discount,
warehouse allowance, advertising allowance, demo sales and credit policies of
GoSolutions. GoSolutions has delivered or made available to VEDO prior to the
date hereof complete and accurate copies of all such warranties and policies.

2.23          Corporate
Documents.  GoSolutions has made
available to VEDO for examination all documents and information listed in the
GoSolutions Disclosure Schedules or other Exhibits and Schedules called for by
this Agreement which have been requested by VEDOs legal counsel, including,
without limitation, the following:  (a)
copies of GoSolutions Amended and Restated Articles of Incorporation and
Bylaws as currently in effect; (b) its Minute Book containing all records of
all proceedings, consents, actions, and meetings of the stockholders, the board
of directors and any committees thereof; (c) its stock ledger and journal
reflecting all stock issuances and transfers; and (d) all material permits,
orders, and consents issued by any regulatory agency with respect to
GoSolutions, or any securities of GoSolutions, and all applications for such
permits, orders, and consents.

2.24          No
Brokers.  Neither GoSolutions nor
any of the GoSolutions Stockholders is obligated for the payment of fees or
expenses of any investment banker, broker or finder in connection with the
origin, negotiation or execution of this Agreement or the Articles of Merger or
in connection with any transaction contemplated hereby or thereby.

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2.25          Disclosure.
 Neither this Agreement, its exhibits and
schedules, nor any of the certificates or documents to be delivered by
GoSolutions to VEDO under this Agreement, taken together, contains any untrue
statement of a material fact or omits to state any material fact necessary in
order to make the statements contained herein and therein, in light of the
circumstances under which such statements were made, not misleading.

2.26          Books
and Records.

2.26.1
 The books, records and accounts of
GoSolutions (a) are in all material respects true, complete and correct, (b)
have been maintained in accordance with good business practices on a basis
consistent with prior years, (c) are stated in reasonable detail and accurately
reflect the transactions and dispositions of the assets of GoSolutions, and (d)
accurately reflect the basis for the Financial Statements.

2.26.2
 GoSolutions has devised and maintains a
system of internal accounting controls sufficient to provide reasonable
assurances that (a) transactions are executed in accordance with managements
general or specific authorization; (b) transactions are recorded as necessary
(i) to permit preparation of financial statements in conformity with generally
accepted accounting principles or any other criteria applicable to such
statements, and (ii) to maintain accountability for assets, and (c) the amount
recorded for assets on the books and records of GoSolutions is compared with
the existing assets at reasonable intervals and appropriate action is taken
with respect to any differences.

2.27          Insurance.
 GoSolutions currently maintains and at all
times during the prior three years has maintained fire and casualty, general
liability, business interruption and product liability insurance which it
believes to be reasonably prudent for similarly sized and similarly situated
businesses.

2.28          Environmental
Matters.  During the period that
GoSolutions has leased or owned its properties or owned or operated any
facilities, there have been no disposals, releases or threatened releases of
Hazardous Materials (as defined below) on, from or under such properties or
facilities.  GoSolutions has no
knowledge of any presence, disposals, releases or threatened releases of
Hazardous Materials on, from or under any of such properties or facilities,
which may have occurred prior to GoSolutions having taken possession of any of
such properties or facilities.  For the
purposes of this Agreement, the terms disposal, release, and
threatened release
shall have the definitions assigned thereto by the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601 et seq., as
amended (CERCLA).  For the purposes of this Agreement Hazardous Materials
shall mean any hazardous or toxic substance, material or waste which is or
becomes prior to the Closing regulated under, or defined as a hazardous
substance, pollutant, contaminant, toxic chemical, hazardous
materials, toxic substance or hazardous chemical under (1) CERCLA; (2) any
similar federal, state or local law; or (3) regulations promulgated under any
of the above laws or statutes.

2.29          No
Knowledge of Misrepresentations or Omissions.  GoSolutions has no knowledge that the representations and
warranties of VEDO in this Agreement and the Schedules attached hereto are not
true and correct in all material respects, and GoSolutions has

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no knowledge
of any material errors in, or material omissions from, any Schedule to this
Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES
OF VEDO

Each
of VEDO and Merger Sub hereby represents and warrants that, except as set forth
on the VEDO Disclosure Schedules delivered to GoSolutions herewith as Exhibit I (the VEDO Disclosure
Schedules), which Exhibit may be updated to
reflect immaterial changes that occur after signing and prior to the Closing,
each of the representations, warranties and statements contained in the following
sections of this Article III is true and correct as of the Agreement Date and
will be true and correct on and as of the Closing Date.

3.1          Organization
and Good Standing.  VEDO and each of
its subsidiaries (including Merger Sub) is a corporation duly organized,
validly existing and in good standing under the laws of the state of its
incorporation, has the corporate power and authority to own, operate and lease
its properties and to carry on its business as now conducted and as proposed to
be conducted.  Each of VEDO and Merger
Sub is duly qualified or licensed to do business and is in good standing as a
foreign corporation in each jurisdiction where the nature of its business or
ownership or leasing of its properties makes such qualification or licensing
necessary except where the failure to be so qualified or licensed could not
reasonably be expected to result in a Material Adverse Effect on VEDO.

3.2          Power,
Authorization and Validity.

3.2.1     Each
of VEDO and Merger Sub has all requisite right, power, legal capacity and
authority to enter into and perform its obligations under this Agreement and
all VEDO Ancillary Agreements, and all of the transactions contemplated by this
Agreement.  The execution and delivery
of this Agreement and the VEDO Ancillary Agreements and the performance of all
of VEDOs and Merger Subs obligations hereunder and thereunder, have been duly
and validly approved and authorized by their respective Board of Directors as
required by applicable law and their respective Certificate of Incorporation or
Articles of Incorporation (as the case may be) and their respective
Bylaws.  For purposes of this Agreement,
VEDO Ancillary
Agreements means all agreements, certificates and other
documents required to be delivered by VEDO or Merger Sub under this Agreement,
including the Articles of Merger and the Merger Voting Agreement.

3.2.2     To
the knowledge of VEDO, no filing, authorization, registration, order, consent,
notice or approval, governmental or otherwise, is necessary to enable VEDO or
Merger Sub to enter into and deliver this Agreement and the VEDO Ancillary
Agreements, or to perform any of their respective obligations hereunder and
thereunder, except where the failure to give such notice, to file or to obtain
any authorization, consent or approval would not have a Material Adverse Effect
on VEDO and except for (a) the filing of the Articles of Merger with the
Florida Department of State, and the filing of appropriate documents with the
relevant authorities of other states in which VEDO is qualified to do business,
if any, (b) such filings as may be required to comply with federal, state and
foreign securities laws, (c) the approval of the

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transactions
contemplated hereby by VEDO, as the sold Merger Sub Stockholder, (d) the
filings, if any, required by the HSR Act.

3.2.3     Subject
to approval of this Agreement and the Merger by VEDO as the sole Merger Sub
Stockholder, this Agreement has been, and the VEDO Ancillary Agreements are, or
when executed by VEDO and Merger Sub will be, valid and binding obligations of
VEDO and Merger Sub enforceable in accordance with their respective terms,
except as to the effect, if any, of (a) applicable bankruptcy, reorganization,
insolvency, moratorium or other similar laws affecting the rights of creditors
generally from time to time, (b) rules of law governing specific performance,
injunctive relief and other equitable remedies and (c) the enforceability of
provisions requiring indemnification in connection with the offering, issuance
or sale of securities; provided, however,
that the Articles of Merger will not be effective until filed with the Florida
Department of State.  This Agreement has
been, and when executed the VEDO Ancillary Agreement will be, duly executed and
delivered by VEDO and Merger Sub.

3.3          Capitalization.

3.3.1     Authorized
and Outstanding Capital Stock.  The
authorized capital stock of VEDO consists of 400,000,000 shares of Common
Stock, no par value per share, of which 94,319,190 shares were issued and
outstanding as of July 31, 2005, and 48,000,000 shares of Series A Convertible
Preferred Stock, $.001 par value per share, none of which are issued and
outstanding.

All issued and
outstanding shares of VEDO Common Stock have been duly authorized and were
validly issued, are fully paid and nonassessable, are not subject to any right
of rescission, are not subject to preemptive rights by statute, the Certificate
of Incorporation or Bylaws of VEDO, or any agreement or document to which VEDO
is a party or by which it is bound, and all such shares have been offered,
issued, sold and delivered by VEDO in compliance with all registration or
qualification requirements (or applicable exemptions therefrom) of applicable
federal, state and foreign securities laws. VEDO is not under any obligation to
register under the Securities Act any of its presently outstanding securities or
any securities that may be subsequently issued.  There is no liability for dividends accrued but unpaid with
respect to VEDOs outstanding securities.

3.3.2     VEDO
Options, Warrants and Notes.  Except
as set forth in Schedule3.3.2, VEDO does not have outstanding any
securities convertible into capital stock, nor any rights to subscribe for or
to purchase, or any options for the purchase of, or any agreements providing
for the issuance (contingent or otherwise) of, or any calls, commitments or
claims of any character relating to, its capital stock or securities
convertible into its capital stock.

3.3.3     Merger
Sub Capital Stock.  The authorized
capital stock of Merger Sub consists of 1,000 shares of Merger Sub Common
Stock, all of which are issued and outstanding and fully paid and
nonassessable.  All of the issued and
outstanding capital stock of Merger Sub is, and at the Effective Time will be,
owned by VEDO, and there are (i) no shares of capital stock or voting
securities of Merger Sub, (ii) no securities of Merger Sub convertible into or
exchangeable for shares of capital stock or voting securities of Merger Sub and
(iii) no options or other rights to acquire from Merger Sub, and no obligations
of Merger Sub to issue, any capital

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stock, voting
securities or securities convertible into or exchangeable for capital stock or
voting securities of Merger Sub.  Merger
Sub has not conducted any business prior to the date hereof and has no, and
prior to the Effective Time will have no, assets, liabilities or obligations of
any nature other than those incident to its formation and pursuant to this
Agreement and the Merger and the other transactions contemplated by hereby or
thereby.

3.4          Subsidiaries.
 Except as set forth in Schedule 3.4,
VEDO does not have any subsidiaries or any interest, direct or indirect, in any
corporation, partnership, joint venture or other business entity, organization
or enterprise.  VEDO is not obligated to
make and is not bound by any agreement or obligation to make any investment in
or capital contribution in or on behalf of any other entity.

3.5          No
Violation of Existing Agreements.
Neither the execution and delivery of this Agreement nor any VEDO
Ancillary Agreement, nor the consummation of the transactions contemplated
hereby or thereby, will conflict with, or (with or without notice or lapse of
time, or both) result in a termination, breach, default, impairment or
violation of (a) any provision of the Certificate of Incorporation or Bylaws of
VEDO, as currently in effect, (b) in any material respect, any material, lease,
contract or instrument to which VEDO is a party or by which VEDO or any of its
assets or properties is bound, or (c) to the knowledge of VEDO, any federal,
state, local or foreign judgment, writ, decree, order, statute, rule or
regulation or any permit, franchise or concession applicable to VEDO or its
assets or properties.  The consummation
of the Merger will not require the consent or approval of or notice to any
third party.

3.6          Litigation.
 Schedule 3.6 sets forth each instance
in which VEDO (i) is subject to any outstanding injunction, judgment, order,
decree, ruling, or charge, or (ii) is a party to any action, suit, proceeding,
hearing, or investigation of, in or before any court or quasi-judicial or
administrative agency of any federal, state, local or foreign jurisdiction,
except where the injunction, judgment, order, decree, ruling, charge, action,
suit, proceeding, hearing or investigation would not have a Material Adverse
Effect on GoSolutions.  There is, to
VEDOs knowledge, no reasonable basis for any stockholder or former stockholder
of VEDO, or any other person, firm, corporation, or entity, to assert a claim
against VEDO based upon violation of any statutory or contractual right with
respect to: (a) ownership or rights to ownership of any shares of VEDO Stock,
(b) any rights as a VEDO Stockholder, including any option or preemptive rights
or rights to notice or to vote, or (c) any rights under any agreement among
VEDO and its stockholders.

3.7          Taxes.
 Except as set forth in Schedule 3.7,
VEDO has timely filed all federal, state, local and foreign tax and information
returns required to be filed by it, has timely paid all taxes required to be
paid by it for which payment is due, has established an adequate accrual or
reserve for the payment of all taxes payable in respect of the periods
subsequent to the periods covered by its most recent applicable tax returns
(which accrual or reserve as of the VEDO Balance Sheet Date (as defined in
Section 3.10 below) is fully reflected on the VEDO Balance Sheet (as defined in
Section 3.8 below) and in any more recent balance sheet of VEDO provided by
VEDO to GoSolutions on or before the Agreement Date), has made all necessary
estimated tax payments, and has no liability for taxes in excess of the amount
so paid and accruals or reserves so established.  All such returns and reports are true, correct and complete, and
VEDO has provided GoSolutions with true and correct copies of such returns and
reports.  VEDO is not

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delinquent in
the payment of any tax or in the filing of any tax returns, and no deficiencies
for any tax have been threatened, claimed, proposed or assessed against VEDO,
or any of the officers, employees or agents of VEDO in their capacity as
such.  VEDO has not received any
notification from the Internal Revenue Service or any other taxing authority
regarding any material issues that: (a) are currently pending before the
Internal Revenue Service or any other taxing authority (including, but not
limited to, any sales or use tax authority) regarding VEDO, or (b) have been
raised by the Internal Revenue Service or other taxing authority and not yet
finally resolved.  No tax return of VEDO
is under audit by the Internal Revenue Service or any state or local taxing
agency or authority and any such past audits (if any) have been completed and
fully resolved to the satisfaction of the applicable tax authority conducting
such audits and all taxes and any penalties or interest determined by such
audits to be due from VEDO have been paid in full to the applicable taxing
authorities.  No tax liens are currently
in effect against any assets of VEDO other than liens which arise by operation
of law for taxes not yet due and payable.
There is not in effect any waiver by VEDO of any statute of limitations
with respect to any taxes or any extension of time for filing any tax return
which has not been filed, and VEDO has not consented to extend to a date later
than the date hereof the period in which any tax may be assessed or collected
by any taxing authority.  VEDO is not
and has never been a party to a tax sharing or indemnity agreement.   VEDO has not filed any election under
Section 341(f) of the Code.  VEDO has
withheld with respect to each of its employees and independent contractors all
taxes, including, but not limited to, federal and state income taxes, FICA,
Medicare, FUTA and other taxes, required to be withheld, and paid such withheld
amounts to the appropriate tax authority within the time prescribed by
law.

3.8          SEC
Documents/VEDO Financial Statements.
Except as set forth in Schedule 3.8, VEDO has timely filed and
will timely file prior to the Effective Time, all forms, reports and documents
required to be filed with the U.S. Securities and Exchange Commission (the SEC)under the Securities Act of 1933, as amended (the Securities Act) in the past twelve (12) months. VEDO has
furnished or made available to
GoSolutions true and complete copies of all reports or registration statements
filed by it with the SEC, all in the form so filed (all of the foregoing being
collectively referred to herein as the SEC
Documents). As of their respective filing dates, the SEC Documents
complied in all material respects with the requirements of the Securities Act
or the Exchange Act, as the case may be, and none of the SEC Documents
contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading,
except to the extent corrected by a document subsequently filed with the SEC
and furnished to GoSolutions in accordance with this Section 3.8. The
consolidated financial statements of VEDO, including the notes thereto,
included in the SEC Documents (the VEDO
Financial Statements) have been prepared in accordance with GAAP
consistently applied (except as may be indicated in the notes thereto or, in
the case of unaudited statements, as permitted by SEC rule) and present fairly,
in all material respects, the consolidated financial position of VEDO at the
dates thereof and the consolidated results of its operations and cash flows for
the periods then ended (subject, in the case of unaudited statements, to normal
year-end audit adjustments).

3.9          Title
to Properties.  VEDO has good and
marketable title to all of its assets and properties shown on the VEDO
Financial Statements, free and clear of all liens, charges, restrictions,
pledges or encumbrances (other than (i) liens for taxes not yet due and
payable, and (ii) minor imperfections of and encumbrances on title, if any,
that do not materially detract from

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the value of
or interfere with the use of such property).
All machinery and equipment included in such properties is in good
condition and repair, normal wear and tear excepted, and all leases of real or
personal property to which VEDO is a party are valid, binding and enforceable
against VEDO, and fully effective and afford VEDO peaceful and undisturbed
possession of the subject matter of the lease, subject to the General
Enforceability Exceptions.  To its
knowledge, VEDO is not in violation of any zoning, building, safety or
environmental ordinance, regulation or requirement or other law or regulation
applicable to the operation of owned or leased properties (the violation of
which would have a Material Adverse Effect on its business), or has received
any notice of violation with which it has not complied.

3.10         Absence
of Certain Changes. Except as set
forth in Schedule 3.10, since September 30, 2005 (the VEDO Balance Sheet Date) there has not
been with respect to VEDO:

(a)          any
change in the financial condition, properties, assets, employees, liabilities,
business or operations thereof which change by itself or in conjunction with
all other such changes, whether or not arising in the ordinary course of
business, has had or could reasonably be expected to have a Material Adverse
Effect on VEDO;

(b)          any
contingent liability incurred by VEDO as guarantor or otherwise with respect to
the obligations of others;

(c)          any
mortgage, trust, pledge, encumbrance or lien placed on any of the assets or
properties of VEDO (except as permitted under Section 3.9)

(d)          any
material obligation or liability incurred by VEDO, other than obligations and
liabilities incurred in the ordinary course of business;

(e)          any
purchase or sale or other disposition, or any agreement or other arrangement
for the purchase, sale or other disposition, of any of the properties or assets
of VEDO other than in the ordinary course of business in amounts which are not
material to VEDO and other than the sale or disposition of inventory in the
ordinary course of business;

(f)          any
damage, destruction or loss, whether or not covered by insurance, that has or
could reasonably be expected to result in a Material Adverse Effect on VEDO;

(g)          any
declaration, setting aside or payment of any dividend on, or the making of any
other distribution in respect of, the capital stock of VEDO, any split,
combination or recapitalization of the capital stock of VEDO or any direct or
indirect redemption, purchase or other acquisition of the capital stock of
VEDO;

(h)          any
labor dispute or claim of unfair labor practices, any change in the
compensation payable or to become payable to any of VEDOs officers, employees,
consultants or agents (except normal annual merit or cost of living increases
made in the ordinary course of business consistent with past practice which are
not material in amount), or any bonus payment or arrangement made to or with
any of such officers, employees, consultants or agents;

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(i)          any
payment or discharge of a material lien or liability of VEDO which lien or
liability was not either shown on the VEDO Balance Sheet or incurred in the
ordinary course of business thereafter consistent with past practice;

(j)          any
obligation or liability incurred by VEDO to any of its officers, employees,
directors or stockholders or any loans or advances made by VEDO to any of its
officers, employees, directors or stockholders except normal compensation and
expense allowances payable to officers;

(k)          any
issuance of shares of VEDO Stock or grant or issuance of any options, warrants
or other rights to acquire VEDO Stock from VEDO, or any offer, issuance or sale
by VEDO of, any debt or equity securities of VEDO (except for the issuance of
VEDO Stock upon exercise of outstanding options or warrants of VEDO);

(l)          any
agreement, action or omission not otherwise referred to in subsections (a)
through (k) that resulted in a Material Adverse Effect on VEDO; or

(m)          any
agreement, whether in writing or otherwise, to take any of the actions
specified in the foregoing subsections (a) through (l).

3.11     Contracts.  Schedule
3.11 sets forth a list of
all material contracts, agreements, commitments, licenses or other instruments,
written or oral, to which VEDO is a party or to which VEDO or any of its assets
or properties is bound (such agreements and documents being hereinafter collectively
referred to as the VEDO Material Agreements).  A true and complete copy of each agreement
or document, as amended through the date hereof, required by this
Section 3.11 to be listed in Schedule 3.11 has been made available to
GoSolutions.  All VEDO Material
Agreements are valid and in full force and effect.  VEDO is not in material breach or default under any VEDO Material
Agreement, and has not received any notice or other communication regarding any
actual or possible violation or breach of, or default under, any VEDO Material
Agreement.  To the knowledge of VEDO, no
party to any VEDO Material Agreement is in beach or default of, or intends to
terminate, cancel, modify or amend, any VEDO Material Agreement.

3.12     No
Consent Required; No Restrictions.
Except as set forth in Schedule 3.12, no consent, notice or
approval of any third party is required to ensure that, following the Effective
Time, any VEDO Material Agreement will continue to be in full force and effect
without any breach or violation thereof caused by virtue of the Merger or by
any other transaction contemplated by this Agreement or any VEDO Ancillary
Agreement.  VEDO is not a party to, and
no asset or property of VEDO is bound or affected by, any judgment, injunction,
order, decree, contract, covenant or agreement (noncompete or otherwise) that
restricts or prohibits, or purports to restrict or prohibit, VEDO or, following
the Effective Time, the surviving corporation, from freely engaging in any
business now conducted by VEDO or from competing anywhere in the world
(including, without limitation, any contracts, covenants or agreements
restricting the geographic area in which VEDO may sell, license, market,
distribute or support any products or technology or provide services, or
restricting the markets, products, customers or industries that VEDO may
address in operating its business), or includes any grants by VEDO of exclusive
rights or licenses.  To the knowledge of
VEDO, no event has occurred, and no

26

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circumstance
or condition exists, that (with or without notice or lapse of time) will, or
would reasonably be expected to, (a) result in a material violation or breach
of any of the provisions of any VEDO Material Agreement, or (b) give any third
party (i) the right to declare a material default or exercise any material
remedy under any VEDO Material Agreement, (ii) the right to a rebate,
chargeback or penalty under any VEDO Material Agreement, (iii) the right to
accelerate the maturity or performance of any obligation of VEDO in excess of
$25,000 under any VEDO Material Agreement, or (iv) the right to cancel,
terminate or modify any VEDO Material Agreement, except in each such case for
such defaults, acceleration rights, termination rights and other rights that
have not had, and would not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect on VEDO.

3.13     Intellectual
Property.  Except as set forth in Schedule
3.13, VEDO owns or has the right to use, sell or license all material
Intellectual Property Rights necessary or required for the conduct of its
business as presently conducted (such Intellectual Property Rights being
hereinafter collectively referred to as the VEDO IP Rights) and such
rights to use, sell or license are reasonably sufficient for such conduct of
its business.  To the knowledge of VEDO,
the execution, delivery and performance of this Agreement and the VEDO
Ancillary Agreements and the consummation of the transactions contemplated
hereby and thereby will not constitute a material breach of any instrument or
agreement governing any VEDO IP Right (the VEDO IP Rights Agreements),
will not cause the forfeiture or termination or give rise to a right of
forfeiture or termination of any VEDO IP Right or materially impair the right
of VEDO to use, sell or license any VEDO IP Right or portion thereof (except
where such breach, forfeiture, termination or impairment would not have a
Material Adverse Effect on VEDO).  There
are no royalties, honoraria, fees or other payments payable by VEDO to any
person by reason of the ownership, use, license, sale or disposition of the
VEDO IP Rights.  To the knowledge of
VEDO, neither the manufacture, marketing, license, sale or intended use of any
product currently licensed or sold, or any service offered by, VEDO or
currently under development by VEDO violates any license or agreement between
VEDO and any third party or infringes any Intellectual Property Right of any
other party; and there is no pending or, to the  knowledge of VEDO, threatened claim or litigation against VEDO
contesting the validity or ownership of, or VEDOs right to use, sell, license
or dispose of, any VEDO IP Right, nor, except as set forth in Schedule 3.13,
has VEDO received any notice asserting that any VEDO IP Right or the proposed
use, sale, license or disposition thereof conflicts or will conflict with the
rights of any other party, nor, to the knowledge of VEDO, is there any basis
for any such assertion.  VEDO has taken
reasonable steps designed to safeguard and maintain the secrecy and
confidentiality of, and its proprietary rights in, all material VEDO IP
Rights.

3.14     Compliance
with Laws.  VEDO has complied and is
in full compliance, in all material respects with all applicable laws,
ordinances, regulations, and rules, and all orders, writs, injunctions, awards,
judgments, and decrees applicable to it or its assets, properties, and
business.  To the knowledge of VEDO,
VEDO has received all permits, licenses, commissions, consents and approvals
from, and has made all filings with, third parties, including government
agencies, bodies and authorities, that are necessary for its business as
currently conducted (VEDO Governmental Permits),
except where the failure to obtain any such VEDO Governmental Permit is not
reasonably expected to have a Material Adverse Effect on VEDO.  To knowledge of VEDO, there are no legal or
administrative proceedings or investigations

27

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pending or
threatened in writing, that, if enacted or determined adversely to VEDO, would
result in any Material Adverse Effect on VEDO.

3.15     Certain
Transactions and Agreements.  No
Affiliate of VEDO has had or has, either directly or indirectly, a material
interest in (i) any person or entity which purchases from or sells, licenses or
furnishes to VEDO any goods, products, property, technology or intellectual or
other property rights or provides any services for or to VEDO; or (ii) any
contract or agreement or informal arrangement to which VEDO is a party or by
which it may be bound or affected, except for normal compensation for services
as an officer, director or employee of VEDO.
None of said Affiliates has any interest in any property, real or
personal, tangible or intangible, including inventions, patents, copyrights,
trademarks or trade names or trade secrets, used in the business of VEDO,
except for the normal rights of a stockholder or warrantholder.

3.16.     Employees,
ERISA and Other Compliance.

3.16.1     Except
as set forth in Schedule 3.16.1, VEDO has no employment contracts or
consulting agreements currently in effect that are not terminable at will
(other than agreements with the sole purpose of providing for the
confidentiality of proprietary information or assignment of inventions).

3.16.2     VEDO
(i) has never been and is not now subject to a union organizing effort, (ii) is
not subject to any collective bargaining agreement with respect to any of its
employees, (iii) is not subject to any other contract, written or oral, with
any trade or labor union, employees association or similar organization, or
(iv) has no current labor disputes.

3.16.3     Schedule
3.16.3 identifies i) each employee benefit plan, as defined in ERISA, and
(ii) all other material written or formal plans or agreements involving direct
or indirect compensation or benefits (including any employment agreements
entered into between VEDO and any employee of VEDO, but excluding workers
compensation, unemployment compensation and other government-mandated programs)
currently or previously maintained, contributed to or entered into by VEDO or
any ERISA Affiliate (as defined below) under which either has any present or
future material obligation or liability (collectively, the VEDO Employee
Plans).  For
purposes of this Section 3.16, ERISA Affiliate shall mean any
entity which is a member of (A) a controlled group of corporations, as
defined in Section 414(b) of the Code, (B) a group of entities under common
control, as defined in Section 414(c) of the Code, or (C) an affiliated
service group, as defined in Section 414(m) of the Code, or treasury
regulations promulgated under Section 414(o) of the Code, any of which includes
VEDO.  Copies of all VEDO Employee Plans
(and, if applicable, related trust agreements), and all amendments thereto and
written interpretations thereof (including summary plan descriptions) have been
delivered or made available to GoSolutions or its counsel, together with the
most recent annual reports (Form 5500, including, if applicable, Schedule B
thereto) prepared in connection with any such VEDO Employee Plan.  All contributions due from VEDO with respect
to any of the VEDO Employee Plans have been made as required under ERISA or
have been accrued on VEDOs financial statements as of the VEDO Balance Sheet
Date.  To the knowledge of VEDO, each
VEDO Employee Plan has been maintained substantially in compliance with its
terms and with the requirements prescribed by any and all statutes, orders,
rules and regulations, including, without limitation, ERISA and the Code, which
are applicable

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to such VEDO
Employee Plans, except where the failure to comply with any such statutes,
orders, rules and regulations would not have a Material Adverse Effect on VEDO.  No VEDO Employee Plan will be subject to any
material surrender fees or service fees upon termination other than normal and
reasonable administrative fees associated with the termination of benefit
plans.

3.16.4     No
VEDO Pension Plan constitutes, or has since the enactment of ERISA constituted,
a multiemployer plan, as defined in Section 3(37) of ERISA and VEDO has no
obligation under any multiemployer plan.
No VEDO Pension Plans are subject to Title IV of ERISA.  To the knowledge of VEDO, no prohibited
transaction, as defined in Section 406 of ERISA or Section 4975 of the Code,
has occurred with respect to any VEDO Employee Plan which is covered by Title I
of ERISA which would result in a material liability to VEDO, excluding transactions
effected pursuant to a statutory or administrative exemption.  To the knowledge of VEDO, nothing done or
omitted to be done and no transaction or holding of any asset under or in
connection with any VEDO Employee Plan has or will make VEDO or any officer or
director of VEDO subject to any material liability under Title I of ERISA or
liable for any material tax (as defined in Section 3.7) or penalty pursuant to
Sections 4972, 4975, 4976 or 4979 of the Code or Section 502 of ERISA.

3.16.5     Any
VEDO Pension Plan which is intended to be qualified under Section 401(a) of the
Code (a VEDO
401(a) Plan).
(i) has obtained from the Internal Revenue Service an opinion letter or
favorable determination letter as to its initial qualified status under the
Code, (ii) may rely on an opinion letter issued to a prototype plan sponsor
with respect to a standardized plan adopted by VEDO in accordance with the
requirements for such reliance, or (iii) has applied to the Internal Revenue
Service for such a determination letter (or has time remaining to apply for
such a determination letter) prior to the expiration of the requisite period
under applicable Treasury Regulations or Internal Revenue Service
pronouncements in which to apply for such a determination letter and to make
any amendments necessary to obtain a favorable determination with respect to
all periods since the date of adoption of such VEDO Pension Plan.  VEDO has delivered or made available to
GoSolutions or its counsel a complete and correct copy of the most recent
Internal Revenue Service determination letter with respect to each VEDO 401(a)
Plan.

3.16.6     Schedule
3.16.6 lists and VEDO has made available to GoSolutions or its counsel each
material employment, severance or other similar contract, arrangement or policy
and each plan or arrangement (written or oral) providing for insurance coverage
(including any self-insured arrangements), workers benefits, vacation
benefits, severance benefits, disability benefits, death benefits, hospitalization
benefits, retirement benefits, deferred compensation, profit-sharing, bonuses,
stock options, stock purchase, phantom stock, stock appreciation or other forms
of incentive compensation or post-retirement insurance, compensation or
benefits for employees, consultants or directors which (A) is not a VEDO
Employee Plan, (B) is entered into, maintained or contributed to, as the case
may be, by VEDO and (C) covers any employee or former employee of VEDO.  Such contracts, plans and arrangements as
are described in this Section 3.16.6 are herein referred to collectively as the
VEDO
Benefit Arrangements.
To the knowledge of VEDO, each VEDO Benefit Arrangement has been
maintained in substantial compliance with its terms and with the requirements
prescribed by any and all statutes, orders, rules and regulations which are
applicable to such VEDO Benefit Arrangement, except where the

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failure to
comply with any such statutes, orders, rules and regulations would not have a
Material Adverse Effect on VEDO.

3.16.7     There
has been no amendment to, written interpretation or announcement (whether or
not written) by VEDO relating to, or change in employee participation or coverage
under, any VEDO Employee Plan or VEDO Benefit Arrangement that would increase
materially the expense of maintaining such VEDO Employee Plan or VEDO Benefit
Arrangement above the level of the expense incurred in respect thereof for the
fiscal year ended December 31, 2004.

3.16.8     To
the knowledge of VEDO, the group health plans (as defined in Section 4980B(g)
of the Code) that benefit employees of VEDO 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 Family Medical Leave Act of 1993, as amended, and
the regulations thereunder, as such requirements affect VEDO and its employees,
except where the failure to comply would not have a Material Adverse Effect on
VEDO.  To the knowledge of VEDO, there
are no material outstanding, uncorrected violations under COBRA, with respect
to any of VEDO Benefit Arrangements, covered employees, or qualified
beneficiaries.

3.16.9     To
the knowledge of VEDO, VEDO is in compliance in all material respects with all
applicable laws, agreements and contracts relating to employment, employment
practices, wages, hours, and terms and conditions of employment, including, but
not limited to, employee compensation matters, but not including ERISA.  VEDO has no material obligations under COBRA
or any similar state law with respect to any former employees or qualifying
beneficiaries thereunder.  There are no
controversies pending or, to the knowledge of VEDO, threatened, between VEDO
and any of its employees or former employees, which controversies have or could
reasonably be expected to have a Material Adverse Effect on VEDO.  VEDO is not a party to any collective
bargaining agreement or other labor union contract nor does VEDO have knowledge
of any activities or proceedings of any labor union or other group to organize
any such employees.  To the knowledge of
VEDO, VEDO has not incurred any liability under, and has complied in all
respects with, the WARN Act, and to the knowledge of VEDO, no fact or event
exists that could give rise to liability under the WARN Act.

3.16.10     Except
as set forth in Schedule 3.16.10, VEDO is not a party to any (a)
agreement with any executive officer or other key employee of VEDO (i) the
benefits of which are contingent, or the terms of which are materially altered,
upon the occurrence of any of the transactions contemplated by this Agreement
and the Articles of Merger, (ii) providing any term of employment or
compensation guarantee, or (iii) providing severance benefits or other benefits
after the termination of employment of such employee regardless of the reason
for such termination of employment, or (b) agreement or plan, including,
without limitation, any stock option agreement or plan, stock appreciation
rights plan or stock purchase plan, stock restriction agreement,  restricted stock purchase agreement or
employment agreement, any of the benefits of which will be increased, or the
vesting of benefits (including contingent rights to equity or payments) of
which will be accelerated, by the occurrence of any of the transactions
contemplated by this Agreement and the Articles of Merger or the value of any
of the benefits of which will be calculated on the basis of any of the
transactions contemplated by this Agreement and the Articles of Merger.

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3.17     Inventories.
Except as set forth in Schedule 3.17, all inventories of VEDO reflected
in the VEDO Balance Sheet consist of items of merchantable quality and quantity
usable and salable at its carrying value in the ordinary course of business,
consistent with past practice.

3.18     Receivables.
The accounts receivables and other receivables reflected on the VEDO Balance
Sheet, and those arising in the ordinary course of business after the date
thereof, are valid receivables that have arisen from bona fide transactions in
the ordinary course of business.

3.19     Orders,
Commitments and Returns.  All
accepted and unfulfilled orders for the sale of products and the performance of
services entered into by VEDO and all outstanding contracts or commitments for
the purchase of supplies, materials and services by or from VEDO were made in
bona fide transactions in the ordinary course of business. There are no
material claims against VEDO to return products by reason of alleged
over-shipments, defective products or otherwise, or of products in the hands of
customers, retailers or distributors under an understanding that such products
would be returnable.

3.20     Relations
with Suppliers and Customers.  No
material current supplier of VEDO has canceled any contract or order for
provision of, and, to the knowledge of VEDOs officers, there has been no
threat in writing by any such supplier not to provide, raw materials, products,
supplies or services to the businesses of VEDO either prior to or following the
Effective Time.

3.21     Product
Liability Claims.  Except as set
forth in Schedule 3.21, VEDO has never received a claim, or, to its
knowledge, incurred any uninsured or insured liability, for or based upon
breach of product warranty (other than warranty service and repair claims
incurred in the ordinary course of business and expensed as warranty expense on
the Financial Statements for the period in which such claims were incurred),
strict liability in tort, general negligence, negligent manufacture of product
or any other allegation of liability, including or resulting in, but not
limited to, product recalls, arising from the materials, design, testing,
manufacture, packaging, labeling (including instructions for use) or sale of
its products.

3.22     Warranties.
To the knowledge of VEDO, all products manufactured or sold, and all services
provided, by VEDO have materially complied, and are in material compliance with
all contractual requirements, warranties or covenants applicable thereto.  No product or service manufactured, sold,
delivered or performed by  VEDO is
subject to any guaranty, warranty or other indemnity beyond the applicable
standard terms and conditions set forth in Schedule 3.22.

3.23     No
Brokers.  VEDO is not obligated for
the payment of fees or expenses of any investment banker, broker or finder in
connection with the origin, negotiation or execution of this Agreement or the
Articles of Merger or in connection with any transaction contemplated hereby or
thereby.

3.24     Disclosure.  Neither this
Agreement, its exhibits and
schedules, nor any of the certificates or documents to be delivered by VEDO to
GoSolutions under this Agreement, taken together, contains any untrue statement
of a material fact or omits to state any material fact

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necessary in
order to make the statements contained herein and therein, in light of the circumstances
under which such statements were made, not misleading.

3.25     Books
and Records.

3.25.1     The
books, records and accounts of VEDO (a) are in all material respects true,
complete and correct, (b) have been maintained in accordance with good business
practices on a basis consistent with prior years, (c) are stated in reasonable
detail and accurately reflect the transactions and dispositions of the assets
of VEDO, and (d) accurately reflect the basis for the Financial Statements.

3.25.2     VEDO
has devised and maintains a system of internal accounting controls sufficient
to provide reasonable assurances that (a) transactions are executed in accordance
with managements general or specific authorization; (b) transactions are
recorded as necessary (i) to permit preparation of financial statements in
conformity with generally accepted accounting principles or any other criteria
applicable to such statements, and (ii) to maintain accountability for assets,
and (c) the amount recorded for assets on the books and records of VEDO is
compared with the existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.

3.26     Insurance.  VEDO currently
maintains and at all times
since its inception has maintained fire and casualty, general liability,
business interruption, product liability insurance which it believes to be
reasonably prudent for similarly sized and similarly situated businesses.

3.27     Environmental
Matters.  During the period that
VEDO has leased or owned its properties or owned or operated any facilities,
there have been no disposals, releases or threatened releases of Hazardous
Materials (as defined below) on, from or under such properties or facilities.  VEDO has no knowledge of any presence,
disposals, releases or threatened releases of Hazardous Materials on, from or
under any of such properties or facilities, which may have occurred prior to
VEDO having taken possession of any of such properties or facilities.  For the purposes of this Agreement, the
terms disposal,
release,
and threatened release
shall have the definitions assigned thereto by the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601 et seq., as
amended (CERCLA).  For the purposes of this Agreement Hazardous Materials
shall mean any hazardous or toxic substance, material or waste which is or
becomes prior to the Closing regulated under, or defined as a hazardous
substance, pollutant, contaminant, toxic chemical, hazardous
materials, toxic substance or hazardous chemical under (1) CERCLA; (2) any
similar federal, state or local law; or (3) regulations promulgated under any
of the above laws or statutes.

3.28     No
Knowledge of Misrepresentations or Omissions.  VEDO has no knowledge that the representations and warranties of
GoSolutions in this Agreement and the Schedules attached hereto are not true
and correct in all material respects, and VEDO has no knowledge of any material
errors in, or material omissions from, any Schedule to this Agreement.

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ARTICLE IV

CERTAIN PRE-CLOSING
COVENANTS

During
the time period from the Agreement Date until the earlier to occur of (i) the
Effective Time, or (ii) the termination of this Agreement in accordance with
the provisions of Article X, GoSolutions and VEDO each covenant and agree with
the other as follows:

4.1     Advice
of Changes.  Each party will
promptly advise other party in writing (a) of any event occurring subsequent to
the Agreement Date that would render any representation or warranty of a party
in this Agreement, if made on or as of the date of such event or the Closing
Date, untrue or inaccurate in any material respect, and (b) of any event that
would reasonably be expected to have a Material Adverse Effect on such party.

4.2     Maintenance
of Business.  Each party agrees to
carry on its business in the usual, regular and ordinary course and preserve
its business and goodwill, and its relationships with customers, suppliers,
vendors, distributors, licensee/licensors, employees and others in
substantially the same manner as it has prior to the Agreement Date, to pay its
debts and taxes when due (subject to good faith disputes over such debts and
taxes) to pay or perform all other obligations when due (subject to good faith
disputes over such obligations).  If
either party becomes aware of a material deterioration in the relationship with
any material customer or any supplier, vendor, distributor, licensee/licensors
or key employee, it will promptly bring such information to the attention of
the other party in writing and, if requested by such other party, will exert
its best efforts to restore such relationship.

4.3     Conduct
of Business.  Except as expressly
contemplated by this Agreement, no party shall, without the prior written
consent of the other party:

(a)     borrow
or lend any money, other than reasonable and normal advances to employees for bona
fide travel expenses that are incurred in the ordinary course of a partys
business consistent with such partys past practices;

(b)     enter
into any material transaction or agreement or take any other action not in the
ordinary course of a partys business consistent with its past practices;

(c)     grant
any mortgage, deed of trust, lien, pledge, charge, security interest,
restrictions or other encumbrances on any of a partys assets;

(d)     sell,
transfer or dispose of any of a partys assets, except in the ordinary course
of such partys business consistent with its past practices;

(e)     enter
into any material lease or contract for the purchase or sale of any property of
a party, whether real or personal, tangible or intangible;

(f)     pay
any bonus not accrued as of December 31, 2005, increased salary or special
remuneration to any officer, director, employee or consultant of a party, or
enter into any new employment or consulting agreement with any such person;
provided, however, that GoSolutions shall pay deal bonuses in an aggregate
amount not to exceed $25,000;

(g)     change
any of a partys accounting methods;

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(h)     declare,
set aside or pay any cash or stock dividend or other distribution in respect of
a partys capital stock, redeem, repurchase or otherwise acquire any of its
capital stock or other securities, pay or distribute any cash or property to
any stockholder or security holder of a party or make any other cash payment to
any stockholder or security holder of a party that is unusual, extraordinary,
or not made in the ordinary course of a partys business consistent with its
past practices;

(i)     amend
or terminate any contract, agreement or license to which a party or its assets
and properties are bound, except for (A) amended or waived as provided in
Section 5.3, (B) those amended or terminated in the ordinary course of a
partys business, consistent with its past practices and which are not material
in amount or effect;

(j)     guarantee
or act as a surety for any obligation of any third party;

(k)     waive
or release any material right or claim;

(l)     issue,
sell, create or authorize any shares of its capital stock of any class or
series or any other of its securities, or issue, grant or create any warrants,
obligations, subscriptions, options, convertible securities, or other
commitments to issue shares of its capital stock or any securities or debt that
are potentially exchangeable for, or convertible into, shares of its capital
stock, except that VEDO may grant options consistent with its past practices
and issue shares of its common stock upon conversion of outstanding options,
warrants and convertible notes;

(m)     subdivide
or split or combine or reverse split the outstanding shares of its capital
stock of any class or series or enter into any recapitalization or
reclassification affecting the number of outstanding shares of its capital
stock of any class or series or affecting any other of its securities;

(n)     merge,
consolidate or reorganize with, or acquire, or enter into any other business
combination with, any corporation, partnership, limited liability company or
any other entity (other than with a party) or enter into any agreement for such
purpose;

(o)     amend
its charter or Bylaws (except for (i) the amendment of GoSolutionss Amended
and Restated Articles of Incorporation as provided in Section 1.6(b) above or
(ii) as required to cleanly effect this transaction);

(p)     license
any of its technology or Intellectual Property Rights, or acquire any
Intellectual Property Rights (or any license thereto) from any third party
except for any such license in the ordinary course of such partys business;

(q)     materially
change any insurance coverage;

(r)     agree
to any audit or assessment by any tax authority;

(s)     agree
to do any of the things described in the preceding clauses 4.3(a) through
4.3(r).

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4.4     Regulatory
Filings; Consents; Reasonable Efforts.
Subject to the terms and conditions of this Agreement, GoSolutions and
VEDO shall use their respective reasonable good faith efforts to (i) make all
necessary filings with respect to the Merger and this Agreement under
applicable laws and obtain required approvals and clearances with respect
thereto and supply all additional information requested in connection
therewith; (ii) make merger notification or other appropriate filings with
federal, state or local governmental bodies or applicable foreign governmental
agencies and obtain required approvals and clearances with respect thereto and
supply all additional information requested in connection therewith; (iii)
obtain all consents, waivers, approvals, authorizations and orders and deliver
all notices required in connection with the authorization, execution and
delivery of this Agreement and the consummation of the Merger; and (iv) take,
or cause to be taken, all appropriate action, and do, or cause to be done, all
things necessary, proper or advisable to consummate and make effective the
transactions contemplated by this Agreement as promptly as practicable.

4.5     Litigation.  Each of
GoSolutions and VEDO will notify
each other in writing promptly after either learns of any claim, action, suit,
arbitration, mediation, proceeding or investigation by or before any court,
arbitrator or arbitration panel, board or governmental agency, initiated by or
against it or any of its subsidiaries, or known by it to be threatened against
GoSolutions or VEDO or any of their respective subsidiaries or any of their
officers, directors, employees or stockholders in their capacity as such.

4.6     Exclusivity;
Superior Proposal.

(a)     From
and after the Agreement Date until termination of the Agreement in accordance
with Article X, each of the parties will not, nor will it authorize or permit
any of its respective officers, directors, affiliates or employees, or any
investment banker, attorney or other advisor or representative retained by it
to, directly or indirectly, (i) solicit, initiate or induce the making,
submission or announcement of any Acquisition Proposal (as defined below), (ii)
participate in any discussions or negotiations regarding, or furnish to any
person any non-public 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 as
to disclose the existence of these provisions, (iv) 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 Superior Proposal (as defined below); provided, however, that,
during the period prior to the adoption of Merger by the GoSolutions
Stockholders and VEDO Stockholders, this Section 4.6 shall not prohibit each
party from furnishing nonpublic information regarding such party to, entering
into a confidentiality agreement with or entering into discussions with, any
person or group in response to a Superior Proposal or any offer or proposal
that the board of directors of the party reasonably determines in good faith is
reasonably likely to lead to a Superior Proposal submitted by such person or
group (and not withdrawn), or the board of directors of the party from
recommending that its stockholders approve a Superior Proposal if (A) neither
the party nor any representative of the party shall have violated any of the
restrictions set forth in this Section 4.6, including, but not limited to,
obligations under clause (i) above, (B) the board of directors of the party
concludes in good faith, after consultation with its outside legal counsel,
that such action is consistent with the exercise of its fiduciary obligations
to its stockholders under applicable state and federal law, (C)

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prior to
furnishing any such nonpublic information to, or entering into discussions
with, such person or group, the party gives the other party written notice of
the receipt of a Superior Proposal and of the partys intention to furnish
nonpublic information to, or enter into discussions with, such person or group
and the party receives from such person or group an executed confidentiality
agreement containing customary limitations on the use and disclosure of all
nonpublic written and oral information furnished to such person or group by or
on behalf of the party, and (D) contemporaneously with furnishing any such
nonpublic information to such person or group, the party furnishes such
nonpublic information to the other party (to the extent such nonpublic
information has not been previously furnished by the party to the other party);
provided, further, however, that the party shall not be permitted to consummate
any transaction(s) contemplated by any Superior Proposal unless and until the
party has first terminated this Agreement pursuant to Article X.  The parties will, and will cause their
respective officers, directors, affiliates, employees, investment bankers,
attorneys and other advisors and representatives to, immediately cease any and
all existing activities, discussions or negotiations with any parties conducted
heretofore with respect to any Acquisition Proposal.  Without limiting the foregoing, it is understood that any
violation of the restrictions set forth in the preceding two sentences by any
officer, director or employee of a party or any investment banker, attorney or other
advisor or representative of a party shall be deemed to be a breach of this
Section 4.6 by such party.

(b)     In
addition to the obligations of the parties set forth in subsection (a) of this
Section 4.6, a party as promptly as practicable shall advise the other party in
writing of any Acquisition Proposal or of any request for nonpublic information
or other inquiry which the party reasonably believes could lead to an
Acquisition Proposal, the material terms and conditions of such Acquisition
Proposal (to the extent known).  The
parties agree to keep each other informed on a current basis of the status and
details (including any material amendments or proposed amendments) of any such
request, inquiry or Acquisition Proposal.

(c)
     The following definitions shall apply for purposes of this Section 4.6: (i) Acquisition Proposal
means any bona fide offer or proposal (other than an offer or proposal by the
other party) relating to any Acquisition Transaction; (ii) Acquisition Transaction
means (a) any transaction or series of related transactions, other than the
transactions contemplated by this Agreement, involving the purchase of all or a
majority of the capital stock (voting rights) or assets of a party, and (b) any
agreement to enter into a business combination with a party; (iii) Superior Proposal
means an unsolicited, bona fide written offer made by a third party to
consummate any of the following transactions: (a) a merger, consolidation,
business combination, recapitalization, liquidation, dissolution or similar
transaction involving a party pursuant to which the partys stockholders
immediately preceding such transaction hold less than fifty percent (50%) of
the equity interest in the surviving or resulting entity of such transaction;
(b) a sale or other disposition by a party of all or substantially all of its
assets, or (c) the acquisition by any person or group (including by way of a
tender offer or an exchange offer or issuance by the Company), directly or
indirectly, of beneficial ownership or a right to acquire beneficial ownership
of shares representing in excess of fifty percent (50%) of the voting power of
the then outstanding shares of capital stock of a party, in each case on terms
that the partys board of directors determines, in its reasonable judgment
(after consultation with a financial advisor of nationally recognized
reputation), to be more favorable to the partys stockholders than the terms of
the Merger (after taking into account all relevant factors, including all

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conditions to
the offer, the timing of the transaction contemplated by the offer, the risk of
nonconsummation thereof and the need for any required governmental or other
consents, filings or approvals); provided, however, that any such offer shall
not be deemed to be a Superior
Proposal if any financing required to consummate the
transaction contemplated by such offer is not likely in the reasonable judgment
of the partys board of directors to be obtained by such third party on a
timely basis.

4.7     Access
to Information.  Until the Closing,
each party will allow the other party (and such partys agents) reasonable
access to the files, books, records and offices of such party, including,
without limitation, any and all information relating to a partys taxes,
commitments, contracts, leases, licenses, and real, personal and intangible
property and financial condition.  Each
party will use reasonable efforts to cause its accountants to cooperate with
the other party and its agents in making available all financial information
reasonably requested, including without limitation the right to examine all
working papers pertaining to all financial statements prepared or audited by
such accountants. All information obtained by a party or its agents of or
regarding the other party (including its business or technology) under this
Section 4.7 shall be deemed confidential information under Section 12.17
hereof.

4.8     Satisfaction
of Conditions Precedent.
GoSolutions will use its commercially reasonable efforts to satisfy or
cause to be satisfied all the conditions precedent which are set forth in
Article VII, and VEDO will use its commercially reasonable efforts to satisfy
or cause to be satisfied all the conditions precedent which are set forth in
Article VIII.  Each party will use its
commercially reasonable efforts to cause the transactions contemplated by this
Agreement to be consummated, and, without limiting the generality of the foregoing,
to obtain all consents and authorizations of third parties and to make all
filings with, and give all notices to, third parties that may be necessary or
reasonably required on its part in order to effect the transactions
contemplated by this Agreement.
GoSolutions shall use its commercially reasonable efforts to obtain any
and all consents necessary with respect to those GoSolutions Material Contracts
listed in Schedule 2.12 of the GoSolutions Disclosure Schedules (GoSolutions Material Consents).
VEDO shall use its commercially reasonable
efforts to obtain any and all consents necessary with respect to those VEDO
Material Contracts listed in Schedule 3.11 of the VEDO Disclosure
Schedules (VEDO
Material Consents).

ARTICLE V

GOSOLUTIONS PRE-CLOSING
COVENANTS

During
the time period from the Agreement Date until the earlier to occur of (i) the
Effective Time, or (ii) the termination of this Agreement in accordance with
the provisions of Article X, GoSolutions covenants and agrees with VEDO as
follows:

5.1.     Approval
of GoSolutions Stockholders.  Prior
to the Closing Date and at the earliest practicable date following the date
hereof, GoSolutions will solicit written consents from its GoSolutions
Stockholders seeking, or hold a GoSolutions Stockholders Meeting for the purpose
of seeking, approval of this Agreement, the Merger and related matters.  If GoSolutions holds a GoSolutions
Stockholders Meeting, the Board of Directors of GoSolutions will solicit

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proxies from
GoSolutionss Stockholders to vote such stockholders shares at the GoSolutions
Stockholders Meeting.  In soliciting
such written consent or proxies, the Board of Directors of GoSolutions will
recommend to the GoSolutions Stockholders that they approve this Agreement and
the Merger and shall use its best efforts to obtain the approval of the
stockholders of GoSolutions entitled to vote on or consent to this Agreement
and the Merger in accordance with Florida Law and GoSolutionss Amended and
Restated Articles of Incorporation and Bylaws or other charter documents.

5.2     Potential
GoSolutions Dissenting Shares.  As
promptly as practicable after the date of the GoSolutions Stockholders Meeting
or the effective date of the written consent of GoSolutions Stockholders
approving the Merger and prior to the Closing Date, GoSolutions shall furnish
VEDO with the name and address of each GoSolutions Stockholder that dissented
to the Merger and the number of shares of owned by each stockholder.

5.3     Amendment
or Waiver of Certain Rights.  Prior
to and effective as of the Closing, all GoSolutions Stock Options will be
exercised or cancelled.  Except as
otherwise approved in writing by VEDO or otherwise provided herein, all
GoSolutions employment agreements shall be terminated as of the Effective Time
and GoSolutions One Million Dollar ($1,000,000) SunTrust Line of Credit
facility will be terminated as of the Closing Date.

5.4     VEDO
Preferred Stock Agreements.  Prior
to the Closing, GoSolutions shall execute and deliver to VEDO the Merger Voting
Agreement, and shall use its best efforts to have the holders of GoSolutions
Common Stock and GoSolutions Class A Preferred Stock listed on Exhibit A
hereto execute and deliver to VEDO such agreement.

5.5     Consents
and Waivers.  GoSolutions shall have
obtained all consents, permits and waivers necessary or appropriate for the
consummation of the Merger and the same shall be effective as of the Closing
Date.

5.6     Payment
of GoSolutons Equity, LLC Promissory Note.
Prior to the Closing, GoSolutions shall pay in full the outstanding
principal amount and any unpaid, but accrued interest on the GoSolutions
Equity, LLC promissory note dated September 1, 2001, in the principal amount of
$1,000,000.

ARTICLE VI

VEDO PRE-CLOSING COVENANTS

During
the time period from the Agreement Date until the earlier to occur of (i) the
Effective Time, or (ii) the termination of this Agreement in accordance with
the provisions of Article X, VEDO covenants and agrees with GoSolutions as follows:

6.1     Consents
and Waivers.  VEDO shall have
obtained all consents, permits and waivers necessary or appropriate for the
consummation of the Merger and the same shall be effective as of the Closing
Date.

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6.2     Principal
VEDO Stockholders Voting Agreement.     Prior to
Closing, VEDO shall use its best efforts to have the Principal VEDO
Stockholders execute and deliver to VEDO the Principal VEDO Stockholders Voting
Agreement.

ARTICLE VII

CLOSING MATTERS

7.1     The
Closing.  Subject to termination of
this Agreement as provided in Article X below, the Closing will take place at
the offices of Johnson, Pope, Bokor, Ruppel & Burns, LLP, 911 Chestnut
Street, Clearwater, FL 33756 at such time and on such date as GoSolutions and
VEDO may mutually select (the Closing Date).
Concurrently with the Closing, the Articles of Merger will be filed in
the office of the Florida Department of State.

7.2     Exchange
of Certificates.

7.2.1     As
of the Effective Time, all shares of GoSolutions Common Stock and GoSolutions
Class A Preferred Stock that are outstanding immediately prior thereto will, by
virtue of the Merger and without further action, cease to exist and will be
converted into the right to receive from VEDO the number of shares of VEDO
Common Stock determined as set forth in Section 1.3.1.1 and Section 1.3.1.2,
respectively, subject to Section 1.4.
As soon as practicable after the Effective Time, each holder of shares
of GoSolutions Common Stock and GoSolutions Class A Preferred Stock that are
not GoSolutions Dissenting Shares will surrender (i) the certificate(s)
representing such shares (the GoSolutions Certificates), duly endorsed as requested
by VEDO, to VEDO for cancellation at the Effective Time, or (ii) if such
certificate(s) has been lost, stolen or destroyed, an affidavit of lost
certificate and an indemnity in form and substance reasonably satisfactory to
VEDO (the Affidavit).  Promptly after the Effective Time and
receipt of such GoSolutions Certificates or the Affidavit, VEDO will issue to
each tendering holder a certificate for the number of shares of VEDO Common
Stock to which such holder is entitled pursuant to Section 1.3.1.1 and 1.3.1.2,
as applicable, hereof.

7.2.2     No
dividends or distributions payable to holders of record of VEDO Common Stock
after the Effective Time will be paid to the holder of any unsurrendered
GoSolutions Certificate(s) until such holder surrenders such GoSolutions
Certificate(s) or the Affidavit.
Subject to the effect, if any, of applicable escheat and other laws,
following surrender of any GoSolutions Certificate or the Affidavit, there will
be delivered to the person entitled thereto, without interest, the amount of
any dividends and distributions paid with respect to VEDO Common Stock so
withheld as of any date subsequent to the Effective Time and prior to such date
of delivery.

7.2.3     All
VEDO Common Stock delivered upon the surrender of GoSolutions Common Stock and
GoSolutions Class A Preferred Stock in accordance with the terms hereof will be
deemed to have been delivered in full satisfaction of all rights pertaining to
such GoSolutions Common Stock and GoSolutions Class A Preferred Stock, as
applicable.  There will be no further
registration of transfers on the stock transfer books of GoSolutions of the
GoSolutions Common Stock.  If, after the
Effective Time, GoSolutions Certificates or Affidavits are presented for any
reason, they will be canceled and exchanged as provided in this Section

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7.2.     Except with respect to GoSolutions
Dissenting Shares, GoSolutions Certificates outstanding prior to the Merger are
surrendered pursuant to Section 7.2.1 above, such certificates will be deemed,
for all purposes, to evidence ownership of the number of shares of VEDO Stock
into which the GoSolutions Common Stock and GoSolutions Class A Prefererd Stock
will have been converted.

ARTICLE VIII

CONDITIONS TO OBLIGATIONS OF
GOSOLUTIONS

GoSolutionss
obligations hereunder are subject to the fulfillment or satisfaction, on and as
of the Closing, of each of the following conditions (any one or more of which
may be waived by GoSolutions, but only in a writing signed by GoSolutions):

8.1     Accuracy
of Representations and Warranties.
The representations and warranties of VEDO set forth in Article 3 (as
qualified by the VEDO Disclosure Schedules) shall be true and accurate in every
material respect on and as of the Closing with the same force and effect as if
they had been made at the Closing, except for changes contemplated by this
Agreement and except for those representations and warranties that address
matters only as of a particular date (which shall remain true and correct as of
such particular date), and GoSolutions shall receive a certificate to such
effect executed by VEDOs Chief Executive Officer.

8.2     Covenants.  VEDO shall have
performed and complied in
all material respects with all of its covenants contained in Articles 4 and 6
above on or before the Closing, and GoSolutions shall receive a certificate to
such effect signed by VEDOs Chief Executive Officer.

8.3     Absence
of Material Adverse Effect.  There
will not have occurred any event which has a Material Adverse Effect on VEDO,
whether or not such event causes or results in a breach of any representation,
warranty or covenant in this Agreement, and GoSolutions will have received a
certificate to such effect signed by VEDOs Chief Executive Officer.

8.4     Compliance
with Law.  There will not be issued
or enacted or adopted, or threatened in writing by any court, agency or other
governmental body, any order, decree, temporary, preliminary or permanent
injunction, legislative enactment, statute, rule, regulation, action or
proceeding, or any judgment or ruling that prohibits or renders illegal or
imposes limitations on the Merger or any other transaction contemplated by this
Agreement or any VEDO Ancillary Agreement.
No litigation or proceeding will be threatened or pending with the
probable effect of enjoining or preventing the consummation of the Merger or
any of the other transactions contemplated by this Agreement, or which would be
reasonably expected to have a Material Adverse Effect on VEDO.

8.5     Government
Consents.  There shall have been
obtained at or prior to the Closing Date such permits or authorizations, and
there shall have been taken such other action, as may be required to consummate
the Merger by any legal or regulatory requirements or authority having
jurisdiction over the parties and the actions herein proposed to be taken,
including but not limited to requirements under applicable federal and state
securities laws.

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8.6     Hart-Scott-Rodino
Compliance.  All applicable waiting
periods under the HSR Act shall have expired or early termination shall have
been granted by both the Federal Trade Commission and the United States
Department of Justice.

8.7     Escrow
Agreement. VEDO shall have delivered an
executed Escrow Agreement in substantially the form attached hereto as Exhibit C.

8.8     Registration
Rights Agreement. VEDO shall have delivered an
executed Registration Rights Agreement in substantially the form attached
hereto as Exhibit F.

8.9     Principal
VEDO Stockholder Voting Agreement. VEDO shall
have delivered an executed Principal VEDO Stockholder Voting Agreement in
substantially the form attached hereto as Exhibit
G.

8.10   Employment
Agreements.  VEDO shall have
delivered executed employment agreements for each of Thor Bendickson, Shaun
Pope and Fred Burris with the Surviving Entity in the form attached hereto as Exhibit J, Exhibit K, and
Exhibit L, respectively.

8.11   Opinion
of VEDOs Counsel.  GoSolutions
shall have received from counsel to VEDO, a legal opinion in the form attached
hereto in Exhibit M.

ARTICLE IX

CONDITIONS TO OBLIGATIONS OF
VEDO

The
obligations of VEDO hereunder are subject to the fulfillment or satisfaction
on, and as of the Closing, of each of the following conditions (any one or more
of which may be waived by VEDO, but only in a writing signed by VEDO):

9.1     Accuracy
of Representations and Warranties.
The representations and warranties of GoSolutions set forth in Article 2
(as qualified by the GoSolutions Disclosure Schedules) shall be true and
accurate in every material respect on and as of the Closing with the same force
and effect as if they had been made at the Closing, except for changes
contemplated by this Agreement and except for those representations and
warranties that address matters only as of a particular date (which shall
remain true and correct as of such particular date), and VEDO shall receive a
certificate to such effect executed by GoSolutionss Chief Executive Officer.

9.2     Covenants.  GoSolutions
shall have performed and
complied in all material respects with all of its covenants contained in
Articles 4 and 5 on or before the Closing, and VEDO shall receive a certificate
to such effect signed by GoSolutionss Chief Executive Officer.

9.3     Absence
of Material Adverse Effect.  There
shall not have occurred any event which has a Material Adverse Effect on
GoSolutions, whether or not such event causes or results in a breach of any
representation, warranty or covenant in this Agreement, and VEDO will have
received a certificate to such effect signed by GoSolutionss Chief Executive
Officer.

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9.4.     Minimum
Working Capital. At the Effective Time,
GoSolutions shall have working capital of not less than negative One Million
Three Hundred Seventy Thousand and 00/100s ($(1,370,000)).

9.5     Compliance
with Law.  There will not be issued
or enacted or adopted, or threatened in writing by any court, agency or other
governmental body, any order, decree, temporary, preliminary or permanent
injunction, legislative enactment, statute, rule, regulation, action or
proceeding, or any judgment or ruling that prohibits or renders illegal or
imposes limitations on the Merger or any other transaction contemplated by this
Agreement or any GoSolutions Ancillary Agreement.  No litigation or proceeding will be threatened or pending with
the probable effect of enjoining or preventing the consummation of the Merger
or any of the other transactions contemplated by this Agreement, or which would
be reasonably expected to have a Material Adverse Effect on GoSolutions.

9.6     Government
Consents.  There shall have been
obtained at or prior to the Closing Date such permits or authorizations, and
there shall have been taken such other action, as may be required to consummate
the Merger by any legal or regulatory requirements or authority having
jurisdiction over the parties and the actions herein proposed to be taken,
including but not limited to requirements under applicable federal and state
securities laws.

9.7     Requisite
Corporate and Stockholder Approvals.
This Agreement and each of the GoSolutions Ancillary Agreements, and
each of the transactions contemplated hereby and thereby, will have been duly
and validly approved and adopted by the GoSolutions Stockholders in accordance
with GoSolutionss Amended and Restated Articles of Incorporation and Bylaws
and other charter documents, each as amended, and applicable law.

9.8     Opinion
of GoSolutionss Counsel.  VEDO
shall have received from counsel to GoSolutions, a legal opinion in the form
attached hereto in Exhibit N.

9.9     Hart-Scott-Rodino
Compliance.  All applicable waiting
periods under the HSR Act shall have expired or early termination shall have
been granted by both the Federal Trade Commission and the United States
Department of Justice.

9.10     Closing
Balance Sheet.  GoSolutions shall
have delivered, and VEDO shall have accepted, the GoSolutions closing balance
sheet dated as of December 31, 2005 (the GoSolutions Closing Balance Sheet).

9.11     Employment
Agreements.  Each of Thor
Bendickson, Shaun Pope and Fred Burris shall have entered into new employment
agreements with the Surviving Entity in the form attached hereto as Exhibit J, Exhibit K, and
Exhibit L, respectively.

9.12     Exercise
or Termination of Rights.  All
GoSolutions Stock Options shall have been exercised or terminated as of the
Closing.

9.13     Resignations
and Appointments.  VEDO shall have
received the resignations, effective as of the Closing, of all the directors
and officers of GoSolutions (but with respect to the officers, not their
employment with GoSolutions), except for such persons as shall have been
designated in writing prior to the Closing by VEDO.

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9.14     GoSolutions
Dissenting Shares.  GoSolutions
Stockholders holding no more than the number of issued and outstanding
GoSolutions voting securities that are convertible into 1,525,000 or more
shares of VEDO Common Stock shall have voted against the Merger and exercised
their dissenters rights.

9.15     Declaration
Regarding Webley Systems, Inc. Patent.
GoSolutions and VEDO shall have received the written declaration of
MacPherson, Kowk, Chen and Heid, LLP that, based on such firms review of the
actions of GoSolutions, as stated in a GoSolutions certificate describing such
actions, and assuming that GoSolutions is found to have infringed one or more
patents held by Parus Holdings, Inc., it is more likely than not that a court
would determine that GoSolutions acted in good faith and reasonably believed
that it had the right to act in the manner that was found to be infringing.

9.16.     Lock-up
Agreement.  GoSolutions Equity, LLC
and the Seligman Fund entities set forth in Exhibit P (the Large Block Stockholders)
shall have entered into a lock-up agreement in the forms attached hereto as Exhibit Oand Exhibit P,
respectively, pursuant to which each such stockholder will agree not to
sell VEDO Common Stock issued pursuant to this Agreement during the period
beginning on the Closing Date and ending on December 31, 2006.

9.17     GoSolutions
Certificate.  GoSolutions shall have
delivered to VEDO a certificate signed on behalf of GoSolutions by its Chief
Executive Officer identifying each of the holders of GoSolutions Common Stock
and GoSolutions Class A Preferred Stock as of the Effective Time (the GoSolutions Certificate),
including the name of the holders and
the number of shares held.

9.18     Escrow
Agreement. GoSolutions shall have delivered an
executed Escrow Agreement in substantially the form attached hereto as Exhibit C.

9.19     Registration
Rights Agreement. GoSolutions shall have
delivered an executed Registration Rights Agreement in substantially the form
attached hereto as Exhibit F.

ARTICLE X

TERMINATION

10.1     Termination.

10.1.1     This
Agreement may be terminated at any time prior to the Closing by the mutual
written consent of each of the parties hereto.

10.1.2     Unless
otherwise agreed by the parties hereto, this Agreement will be terminated if
all conditions to the Closing have not been satisfied or waived on or before
March 31, 2006; provided, however,
that the right to terminate this Agreement pursuant to this Section 10.1.2
shall not be available to any party whose failure to perform in any material
respect any of its obligations or covenants under this Agreement results in the
failure of any condition set forth in Article VIII or Article IX or if the
failure of such condition results from facts or circumstances

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that constitute
a material breach of a representation or warranty or covenant made under this
Agreement by such party.

10.1.3     Either
VEDO or GoSolutions, by giving written notice to the other, may terminate this
Agreement if a court of competent jurisdiction or other Governmental Authority
shall have issued a nonappealable final order, decree or ruling or taken any
other action, in each case having the effect of permanently restraining,
enjoining or otherwise prohibiting the Merger.

10.1.4     Either
VEDO or GoSolutions may terminate this Agreement at any time prior to the
Closing if the other has committed a material breach of (a) any of its
representations and warranties under Article 2 or Article 3 of this Agreement,
as applicable; or (b) any of its covenants under Article 4, Article 5 or
Article 6 of this Agreement, as applicable, and has not cured such material
breach within ten (10) business days after the party seeking to terminate this
Agreement has given the other party written notice of the material breach and
its intention to terminate this Agreement pursuant to this Section 10.1.4.

10.1.5     Either
VEDO or GoSolutions may terminate this Agreement at any time prior to the
Closing if there has been a material violation or breach by the other party of
any covenant, representation or warranty contained in this Agreement that shall
prevent the satisfaction of any condition to the obligations of such party at
the Closing, and such violation or breach has not been waived by such party or
cured within ten (10) business days after written notice thereof from the party
seeking to terminate this Agreement.

10.1.6     Either
VEDO or GoSolutions may terminate this Agreement at any time prior to the
Closing in order to accept a Superior Proposal provided that the terminating
party has not breached its obligations under Section 4.8 of this
Agreement.

10.2     No
Liability.  In the event of
termination of this Agreement pursuant to this Section 10, this Agreement shall
forthwith become void and there shall be no further obligation or liability
upon any party in favor of the other party hereto other than the obligations
provided in Section 12.17, with respect to Confidential Information; provided, however, that nothing herein
will limit the obligation of GoSolutions and VEDO to use their best efforts to
cause the Merger to be consummated.

10.3     Waiver. Either
party to this Agreement may (a) extend the time for the performance of any of
the obligations or other acts of the other party, (b) waive any inaccuracies in
the representations and warranties of the other party contained herein or in
any document delivered by the other party pursuant hereto, or (c) waive compliance
with any of the agreements or conditions of the other party contained
herein.  Any such extension or waiver
shall be valid only if set forth in an instrument in writing signed by the
party to be bound thereby.  Any waiver
of any term or condition shall not be construed as a waiver of any subsequent
breach or a subsequent waiver of the same term or condition, or a waiver of any
other term or condition, of this Agreement.
The failure of either party to assert any of its rights hereunder shall
not constitute a waiver of any of such rights.

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ARTICLE XI

INDEMNIFICATION

11.1     Survival
of Representations and Warranties.
Representations and warranties herein made by GoSolutions, VEDO or the
Merger Sub hereunder shall be deemed to be remade at and survive the Closing
Date through the period ending on December 31, 2006 (the Indemnification Period).  If written notice of a
claim has been given
prior to the expiration of the Indemnification Period, then the relevant
representations and warranties shall survive as to such claim, until such claim
has been finally resolved.

11.2.     Indemnification
by GoSolutions.

11.2.1     Subject
to
the limitations respecting the survivability of representations and warranties
contained in Section 11.1 hereof, GoSolutions agrees to indemnify and hold VEDO
and the Surviving Corporation, and their respective directors, officers,
successors and assigns (each such person a VEDO Indemnified Party) harmless from
and against all liability, loss, cost or expense, including, without
limitation, reasonable attorneys fees, expenses and costs of litigation
(individually a Loss
and collectively, the Losses),
which any VEDO Indemnified Party may, directly or indirectly, sustain by reason
of any of the following:

(a)     
Any material inaccuracy of any representation or warranty of GoSolutions herein
set forth;

(b)     
The inaccuracy of any certificate or Schedule to this Agreement delivered by
GoSolutions to VEDO in accordance with the provisions hereof; or

(c)     
The material breach of any of the agreements or covenants of GoSolutions
contained herein or in any certificate or other document delivered by or on
behalf of GoSolutions to VEDO in accordance with the terms hereof.

11.2.2     Notwithstanding
the foregoing, the parties hereby acknowledge and agree that GoSolutions shall
not provide any indemnification to VEDO regarding any liability  arising out or related to any claims by
Parus Holdings, Inc. or its assignee, alleging infringement by GoSolutions of
one or more patents issued to, or owned by, Webley Systems, Inc. or its
assignee.

11.2.3     Further,
notwithstanding any provision to the contrary in this Agreement, GoSolutions
shall not have any liability to VEDO, the Merger Sub or any VEDO Indemnified
Party hereunder to the extent that the existence of such liability, breach, or
falsity of the representation upon which such liability would be based, is
disclosed with reasonable particularity in the Schedules to this Agreement or
is otherwise disclosed in a written notice to VEDO prior to Closing.  Further, neither VEDO nor the Merger Sub
(nor any other VEDO Indemnified Person by or through them) shall have any right
to indemnification or recovery hereunder to the extent such indemnification or
demand for recovery arises out of a breach of representation or warranty
actually known to VEDO at the time such representation is made.

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11.3     Maximum
Liability. Notwithstanding the foregoing, the
maximum aggregate liability of GoSolutions for breaches of the representations,
warranties or covenants of GoSolutions hereunder or otherwise shall not exceed
the aggregate value of the Escrow Shares (the Maximum Liability).   VEDO and the Surviving Corporation may
not
make a claim against GoSolutions for any such breach or breaches until VEDO or
the Surviving Corporation have sustained Losses aggregating at least $150,000
(the Claim Threshold)
in connection with any such breach or breaches, in which case GoSolutions shall
be liable for all such Losses above the Claim Threshold (with such Claim
Threshold acting as a deductible with respect to recovery thereof), but in no
event shall GoSolutions be liable for Losses exceeding the Maximum
Liability.  The foregoing limitation on
the recovery of Losses shall not apply to any Losses relating to or resulting
from any fraudulent representations or warranties.

11.4     Recovery
from Other Sources. Prior to exercising
indemnification rights under this Article XI, a VEDO Indemnified Party shall
use reasonable good faith efforts to obtain any insurance proceeds, settlement
payments, salvage, third party recoveries or similar payments (collectively, a
Recovery)
with respect to the Loss for which such VEDO Indemnified Party is seeking
indemnification.  Any such Recovery
shall reduce the amount of any such Loss for which the VEDO Indemnified Party
shall otherwise be required to indemnification under this Article XI, provided,
however, that any expenses reasonably incurred in seeking a Recovery shall be
deemed part of the VEDO Indemnified Partys Loss for purposes of this Article
XI.

11.5     Indemnification
by VEDO.

11.5.1     Subject
to the limitations respecting the survivability of representations and
warranties contained in Section 11.1 hereof, VEDO agrees to indemnify and hold
GoSolutions, its shareholders and its directors, officers, successors and assigns
(each such person a GoSolutions
Indemnified Party) harmless from and against all Losses which
any GoSolutions Indemnified Party may, directly or indirectly, sustain by
reason of any of the following:

(a)     Any
material inaccuracy of any representation or warranty of VEDO herein set forth;

(b)     The
inaccuracy of any certificate or Schedule to this Agreement delivered by VEDO
to GoSolutions in accordance with the provisions hereof; or

(c)     The
material breach of any of the agreements or covenants of VEDO contained herein
or in any certificate or other document delivered by or on behalf of VEDO to
VEDO in accordance with the terms hereof.

11.5.2     Notwithstanding
the foregoing, the parties hereby acknowledge and agree that VEDO shall not
provide any indemnification to GoSolutions regarding any liability  arising out or related to any claims by
Audiofax or its assignee, alleging infringement by GoSolutions of one or more
patents issued to, or owned by, Audiofax or its assignee.

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11.5.3     Notwithstanding
any provision to the contrary in this Agreement, VEDO shall not have any
liability to GoSolutions or any GoSolutions Indemnified Party hereunder to the
extent that the existence of such liability, breach, or falsity of the
representation upon which such liability would be based, is disclosed with
reasonable particularity in the Schedules to this Agreement or is otherwise
disclosed in a written notice to GoSolutions prior to Closing.  Further, neither GoSolutions nor any
GoSolutions Indemnified Party shall have any right to indemnification or
recovery hereunder to the extent such indemnification or demand for recovery
arises out of a breach of representation or warranty actually known to
GoSolutions at the time such representation is made.

11.6     Maximum
VEDO Liability. Notwithstanding the foregoing,
the maximum aggregate liability of VEDO for breaches of the representations,
warranties or covenants of VEDO hereunder or otherwise shall not exceed the
aggregate value of $900,000 and shall be payable solely in shares of VEDO
Common Stock (the Indemnification Shares).
The value of the Indemnification Shares issued pursuant to this Section
shall be determined as of the date such shares are issued and shall be subject
to piggyback registration rights as set forth in the Registration Rights
Agreement.

11.7     Notice
and Opportunity to Defend.

11.7.1     Notice
of Asserted Liability.  As soon as
is reasonably practicable after GoSolutions becomes, on the one hand, or VEDO
or the Merger Sub becomes, on the other hand, aware of any claim (but, in any
event, within ten (10) days thereof) that it or they have under Section 11.2
that is reasonably expected to result in a Loss to be indemnified hereunder (a
Liability Claim),
such party (the Indemnified Party)
shall give notice of the Liability Claim (a Claims
Notice) to the other party (the Indemnifying
Party).  A Claims Notice
shall describe the Liability Claim in reasonable detail shall indicate the
amount (estimated, if necessary and to the extent feasible) of the Loss that
has been or may be suffered by the Indemnified Party and shall contain copies
of all relevant or supporting information or documentation.  No delay in or failure to give a Claims
Notice by the Indemnified Party to the Indemnifying Party pursuant to this
Section 11.7.1 shall adversely affect any of the other rights or remedies which
the Indemnified Party has under this Agreement, or alter or relieve the
Indemnifying Party of its obligation to indemnify the Indemnified Party, except
and only to the extent that such delay or failure has prejudiced the Indemnifying
Party or is received by the Indemnifying Party after the Indemnification
Period.

11.7.2     Opportunity
to Defend.  The Indemnifying Party
shall have the right, exercisable by written notice to the Indemnified Party
within one hundred twenty (120) days after receipt of a Claims Notice from the
Indemnified Party of the commencement or assertion of any Liability Claim in
respect of which indemnity may be sought under this Article XI, to assume and
conduct the defense of such Liability Claim, in accordance with the limits set
forth in this Agreement, with counsel selected by the Indemnifying Party and
reasonably acceptable to the Indemnified Party; provided, however, that (i) the
defense of such Liability Claim by the Indemnifying Party will not, in the
reasonable judgment of the Indemnified Party, have a material adverse effect on
the Indemnified Party; (ii) the Indemnifying Party has sufficient financial
resources, in the reasonable judgment of the Indemnified Party, to satisfy the
amount of any adverse monetary judgment that is reasonably likely to result;
and (iii) the Liability Claim

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solely seeks
(and continues to seek) monetary damages (the conditions set forth in clauses
(i) through (iii) are collectively referred to as the Litigation Conditions).  If the Indemnifying Party does not
assume
the defense of a Liability Claim in accordance with this Section 11.7.2, the
Indemnified Party may continue to defend the Liability Claim.  If the Indemnifying Party has assumed the
defense of a Liability Claim as provided in this Section 11.7.2, the
Indemnifying Party will not be liable for any legal expenses subsequently
incurred by the Indemnified Party in connection with the defense of the
Liability Claim; provided, however, that if any of the Litigation Conditions
cease to be met, the Indemnified Party may assume its own defense, and the
Indemnifying Party shall be liable for all reasonable costs or expenses paid or
incurred by the Indemnified Party in connection with such defense at and after
the time it has provided written notice to the Indemnifying Party that it would
be assuming such defense.  The
Indemnifying Party or the Indemnified Party, as the case may be, shall have the
right to participate in (but not control), at its own expense, the defense of
any Liability Claim which the other is defending as provided in this
Agreement.  The Indemnifying Party, if
it shall have assumed the defense of any Liability Claim as provided in this
Agreement, shall not, without the prior written consent of the Indemnified
Party, consent to a settlement of, or the entry of any judgment arising from,
any such Liability Claim which (x) does not include as an unconditional term
thereof the giving by the claimant or the plaintiff to the Indemnified Party a
complete release from all liability in respect of such Liability Claim, or (y)
grants any injunctive or equitable relief, or (z) may reasonably be expected to
have an adverse effect on the affected business of the Indemnified Party.  The Indemnified Party shall have the right
to settle any Liability Claim, the defense of which has not been assumed by the
Indemnifying Party, in any manner it reasonably may deem appropriate and the
Indemnified Party need not consult with, or obtain any consent from the Indemnifying
Party in connection therewith, as long as the settlement amount, together with
the settlement amount(s) associated with all previously settled Liability
Claims, does not exceed the Claim Threshold.
To the extent any single Liability Claim, or any Liability Claim when
added with all other Liability Claims, exceeds the Claim Threshold, the
Indemnified Party shall not have the right to settle any Liability Claim
without the prior written consent of the Indemnifying Party, which may not be
unreasonably withheld.

11.7.3     Reimbursement. In
the event that the Indemnifying Party shall undertake, conduct or control the
defense or settlement of any Liability Claim and it is later determined that
such Liability Claim was not a claim for which the Indemnifying Party is
required to indemnify the Indemnified Party under this Article XI, the
Indemnified Party shall reimburse the Indemnifying Party for all of its costs
and expenses with respect to such settlement or defense, including reasonable
attorneys fees and disbursements.

11.8     Exclusive
Remedy. The
foregoing indemnification provisions in this Article XI shall be the
sole and exclusive remedy with respect to the transactions contemplated by this
Agreement; provided further thatVEDOs sole and exclusive remedy forany Losses exceeding the Claim
Threshold shall beagainst the Escrow Shares, such claims
to be made in accordance with the provisions of the Escrow Agreement.

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ARTICLE XII

VEDOs POST-CLOSING COVENANTS

12.1     With
a view to making available the benefits of certain rules and regulations of the
SEC which may at any time permit the sale of the Restricted Securities or Penalty
Shares to the public without registration, VEDO agrees to use its best efforts
to:

(a)     Make
and keep public information available, as those terms are understood and
defined in Rule 144 under the Securities Act, at all times after the Closing
Date;

(b)     File with the SEC in a timely manner all
reports and other documents required of VEDO under the Securities Act and the
Exchange Act; and

(c)     Take any other action reasonably within its
control to make the benefits of Rule 144 available to the recipients of the
VEDO Common Stock hereunder and refrain from taking any action reasonably
within VEDOs control which would render the benefits of Rule 144 unavailable
to said recipients.

12.2     With
a view to creating a more liquid market for its securities after the Effective
Date, VEDOs Board of Directors shall use commercially reasonable efforts to:

(a)     Interview
prospective investment banking firms for the purpose of underwriting an
offering of VEDOs securities;

(b)     Take
such reasonable actions, including consideration of a reverse split of its
securities, as may be necessary to cause the VEDO securities to meet the
listing standards of the NASDAQ National Market or NASDAQ Small Cap Market; and

(c)     Increase
exposure of VEDO securities by endeavoring to cause one or more securites firms
to publish research regarding VEDO.

ARTICLE XIII

GENERAL PROVISIONS

13.1     Governing
Law; Jurisdiction.  The internal
laws of the State of Florida (irrespective of its choice of law principles)
will govern the validity of this Agreement, the construction of its terms, and
the interpretation and enforcement of the rights and duties of the parties
hereto.  Each of the parties hereby
irrevocably consents and submits to the jurisdiction of the courts of the state
or federal courts sitting in County of Pinellas, Florida in connection with any
actions or proceedings arising out of or relating to this Agreement.

13.2     Assignment;
Binding Upon Successors and Assigns.
Neither party hereto may assign any of its rights or obligations
hereunder without the prior written consent of the other party hereto.  This Agreement will be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.

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13.3     Severability.  If any
provision of this Agreement, or the
application thereof, will for any reason and to any extent be invalid or
unenforceable, the remainder of this Agreement and application of such
provision to other persons or circumstances will be interpreted so as
reasonably to effect the intent of the parties hereto.  The parties further agree to replace such
void or unenforceable provision of this Agreement with a valid and enforceable
provision that will achieve, to the extent possible, the economic, business and
other purposes of the void or unenforceable provision.

13.4     Counterparts.  This
Agreement may be executed in any number
of counterparts, each of which will be an original as regards any party whose
signature appears thereon and all of which together will constitute one and the
same instrument.  This Agreement will
become binding when one or more counterparts hereof, individually or taken
together, will bear the signatures of both parties reflected hereon as
signatories.

13.5     Other
Remedies.  Except as otherwise
provided herein, any and all remedies herein expressly conferred upon a party
will be deemed cumulative with and not exclusive of any other remedy conferred
hereby or by law on such party, and the exercise of any one remedy will not
preclude the exercise of any other.

13.6     Amendment
and Waivers.  Any term or provision
of this Agreement may be amended, and the observance of any term of this
Agreement may be waived (either generally or in a particular instance and
either retroactively or prospectively) only by a writing signed by the party to
be bound thereby.  The waiver by a party
of any breach hereof or default in the performance hereof will not be deemed to
constitute a waiver of any other default or any succeeding breach or
default.  The Agreement may be amended
by the parties hereto at any time before or after approval of the GoSolutions
Stockholders, but, after such approval, no amendment will be made which by
applicable law requires the further approval of the GoSolutions Stockholders
and VEDO Stockholders without obtaining such further approval.

13.7     No
Waiver.  The failure of any party to
enforce any of the provisions hereof will not be construed to be a waiver of
the right of such party thereafter to enforce such provisions.

13.8     Expenses.  Each party will
bear its respective expenses
and legal fees incurred with respect to this Agreement, and the transactions
contemplated hereby.

13.9     Attorneys
Fees.  Should suit be brought to
enforce or interpret any part of this Agreement, the prevailing party will be
entitled to recover, as an element of the costs of suit and not as damages,
reasonable attorneys fees to be fixed by the court (including without
limitation, costs, expenses and fees on any appeal).

13.10     Notices.  All notices and other
communications
required or permitted under this Agreement will be in writing and will be
either hand delivered in person, sent by facsimile (with confirmation of
receipt), sent by certified or registered first class mail, postage pre-paid,
or sent by nationally recognized express courier service.  Such notices and other communications will
be effective upon receipt if hand delivered or sent by facsimile (provided the
sender receives confirmation of receipt), three (3) days after mailing if sent
by mail, and one (l) day after dispatch if sent by express courier, to the
following addresses:

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| |     |                                                      
| | --- | -----------------------------------------------------
| | (a) | If to VEDO:                                          
| |     |                                                      
| |     | VillageEDOCS
  or VEDO Merger Sub, Inc.              
| |     | 14471
  Chambers Road                                
| |     | Suite 105                                            
| |     | Tustin, CA
  92687                                   
| |     | Attention:
  K. Mason Conner, Chief Executive Officer
| |     | Facsimile
  No.: (800) 837-9515                      
| |     |                                                      
| |     | with a copy
  to:                                    
| |     |                                                      
| |     | Johnson,
  Pope, Bokor, Ruppel & Burns, LLP          
| |     | 911 Chestnut
  Street                                
| |     | Clearwater,
  FL 33756                               
| |     | Attention:
  A. R. Neal                              
| |     | Facsimile
  No.: (727) 441-8617                      
| |     |                                                      
| | (b) | If to
  GoSolutions:                                 
| |     |                                                      
| |     | GoSolutions,
  Inc.                                  
| |     | 1901
  Ulmerton Road                                 
| |     | Suite 400                                            
| |     | Clearwater,
  FL 33762                               
| |     | Attention:
  Thor Bendickson, Chief Executive Officer
| |     | Facsimile
  No.: (877) 812-2646                      
| |     |                                                      
| |     | with a copy
  to:                                    
| |     |                                                      
| |     | Shumaker,
  Loop & Kendrick, LLP                     
| |     | 101 E.
  Kennedy Boulevard, Suite 2800               
| |     | Tampa,
  Florida 33602                               
| |     | Attn: W.
  Thompson Thorn, III, Esq.                 
| |     | Fax No.:
  (813) 229-1660                            
| |     | E-mail
  Address: tthorn@slk-law.com                 

or to such
other address as a party may have furnished to the other parties in writing
pursuant to this Section13.10.

13.11     Construction
of Agreement. This Agreement has been negotiated by the respective parties
hereto and their attorneys and the language hereof will not be construed for or
against either party. The titles and headings herein are for reference purposes
only and will not in any manner limit the construction of this Agreement which
will be considered as a whole.

13.12     Interpretation. When a
reference is made in this Agreement to Exhibits, such reference shall be to an
Exhibit to this Agreement unless otherwise indicated. When a reference is made
in this Agreement to Sections, such reference shall be to a Section of this
Agreement unless otherwise indicated. When a reference is made in this
Agreement to Schedules, such reference shall be to a Schedule included in the
applicable Disclosure Schedules to be delivered

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by each of GoSolutions or VEDO (as the case may be) to the other party
in connection with the execution of this Agreement, which Disclosure Schedules
contain exceptions to the representations and warranties made by the parties
hereunder and other information called for under this Agreement. The words include,
includes and including when used
herein shall be deemed in each case to be followed by the words without limitation.
When reference is made herein to the business of an entity, such reference shall
be deemed to include the business of all direct and indirect subsidiaries of
such entity. Reference to the subsidiaries of an entity shall be deemed to
include all direct and indirect subsidiaries of such entity. References to an
agreement shall be deemed to include such agreement as amended, modified or
supplemented. References to a statute, rule or regulation are to such statute,
rule or regulation, as amended. For purposes of this Agreement, the term Material Adverse Effect
when used with respect to a party means any change, event, circumstance or
effect, whether or not caused by an event causing or resulting in a breach of a
representation, warranty, covenant or agreement of such party in this
Agreement, that is or is reasonably likely to be materially adverse to the
business, assets (including intangible assets), capitalization, financial
condition, operations, results of operations or employees of such entity taken
as a whole with its subsidiaries, except to the extent that any such change,
event, circumstance or effect is caused by or results from (i) changes in
general economic conditions, or (ii) changes affecting the industry generally
in which such entity operates (provided that such changes do not affect such
entity in a substantially disproportionate manner). For purposes of this
Agreement the term knowledge
means with respect to a party hereto, with respect to any matter in question,
that any of the officers or directors of such party has actual knowledge of
such matter without independent investigation.

13.13     No
Joint Venture. Nothing contained in this Agreement will be deemed or
construed as creating a joint venture or partnership between any of the parties
hereto. No party is by virtue of this Agreement authorized as an agent,
employee or legal representative of any other party. No party will have the
power to control the activities and operations of any other and their status
is, and at all times will continue to be, that of independent contractors with
respect to each other. No party will have any power or authority to bind or
commit any other. No party will hold itself out as having any authority or
relationship in contravention of this Section.

13.14     Further
Assurances. Each party agrees to cooperate fully with the other parties and
to execute such further instruments, documents and agreements and to give such
further written assurances as may be reasonably requested by any other party to
evidence and reflect the transactions described herein and contemplated hereby
and to carry into effect the intents and purposes of this Agreement.

13.15     Absence
of Third Party Beneficiary Rights. No provisions of this Agreement are
intended, nor will be interpreted, to provide or create any third party
beneficiary rights or any other rights of any kind in any client, customer,
affiliate, stockholder, partner or employee of any party hereto or any other
person or entity unless specifically provided otherwise herein, and, except as
so provided, all provisions hereof will be personal solely between the parties
to this Agreement.

13.16     Public
Announcement. Prior to the Closing, the parties will consult with each
other prior to making any public announcement regarding the Merger; provided
that the content and timing of any such announcement shall be subject to the
reasonable agreement of each party.

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13.17     Confidentiality.
GoSolutions and VEDO each recognize that they have received and will receive
confidential information concerning the other during the course of the Merger
negotiations and preparations. Accordingly, VEDO and GoSolutions each agrees
(a) to use its respective best efforts to prevent the unauthorized disclosure
of any confidential information concerning the other that was or is disclosed
during the course of such negotiations and preparations, and (b) to not make
use of or permit to be used any such confidential information other than for
the purpose of effectuating the Merger and related transactions. The
obligations of this section will not apply to information that (i) is or
becomes part of the public domain without breach of a nondisclosure obligation
to the other party, (ii) is disclosed by the disclosing party to third parties
without restrictions on disclosure, (iii) is received by the receiving party
from a third party without breach of a nondisclosure obligation to the other
party or (iv) is required to be disclosed by law (provided that the party being compelled to make such
disclosure of the other partys confidential information will notify such other
party and permit the other party to take legal action to resist such
disclosure). If this Agreement is terminated, all copies of documents
containing confidential information shall be returned by the receiving party to
the disclosing party. This Section 12.17 shall survive the termination or
expiration of this Agreement.

13.18     Entire
Agreement. This Agreement and the exhibits hereto constitute the entire
understanding and agreement of the parties hereto with respect to the subject
matter hereof and supersede all prior and contemporaneous agreements or
understandings, inducements or conditions, express or implied, written or oral,
between the parties with respect to the subject matter hereof other than the Confidentiality
Agreement. The express terms hereof control and supersede any course of
performance or usage of trade inconsistent with any of the terms hereof.

[Signature Page Follows]

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

VILLAGEEDOCS

|     |                           | 
|---- | ------------------------- | 
|By:  | /s/ K. Mason
  Conner     | 
|     |                           | 
|     | K. Mason
  Conner         | 
|Its: | Chief
  Executive Officer | 

GOSOLUTIONS,
INC.

|     |                           | 
|---- | ------------------------- | 
|By:  | /s/ Thor
  Bendickson     | 
|     |                           | 
|     | Thor
  Bendickson         | 
|Its: | Chief
  Executive Officer | 

VEDO MERGER
SUB, INC.

|     |                       | 
|---- | --------------------- | 
|By:  | /s/ K. Mason
  Conner | 
|     |                       | 
|Its: | President             | 

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