**AGREEMENT
        AND PLAN OF MERGER**
 
 **by
        and among**
 
 **MOBILEPRO
        CORP.,**
 
 **NEOREACH,
        INC.,**
 
 **NEOREACH
        WIRELESS, INC.,**
 
 **EVERGREEN
        OPEN BROADBAND INC., AND**
 
 **MARTIN
        LEVETIN, RICHARD EDMISTON, JOSEPH JEROME BARNELL, III AND ROBERT
        WEBER**
 
 
 
 
 
 **Dated
        as of June 22, 2005**
 
 
 
  
  **AGREEMENT
        AND PLAN OF MERGER**
 
 **THIS
        AGREEMENT AND PLAN OF MERGER** ,
        dated
        as of June 22, 2005 (this “ ***Agreement*** ”),
        is
        made by and among Mobilepro Corp., a Delaware corporation (“ ***Parent*** ”),
        NeoReach, Inc., a Delaware corporation (“Buyer”) and a direct wholly owned
        subsidiary of Parent (“ ***Buyer*** ”),
        NeoReach Wireless, Inc., a Delaware corporation and directly wholly owned
        subsidiary of Buyer (“ ***”Buyer
        Sub*** ”),
        and
        Evergreen Open Broadband, Inc., a Delaware corporation (the “ ***Company*** ”)
        and
        Martin Levetin, Richard Edmiston, Joseph Jerome Barnell, III and Robert Weber
        (the “ ***Principals*** ”).
 
 **WHEREAS** ,
        the
        Board of Directors of Parent, Buyer, Buyer Sub and the Company have determined
        that it is in the best interests of their respective companies and their
        stockholders to consummate the business combination transaction provided
        for
        herein in which the Company will, subject to the terms and conditions set
        forth
        herein, merge with and into Buyer Sub, with Buyer Sub being the surviving
        entity
        (the “ ***Merger*** ”);
        and
 
 **WHEREAS** ,
        the
        parties desire to make certain representations, warranties and agreements
        in
        connection with the Merger and also to prescribe certain conditions to the
        Merger.
 
 **NOW,
        THEREFORE** ,
        in
        consideration of the premises and the mutual covenants, warranties and
        agreements contained herein, and intending to be legally bound hereby, the
        parties hereto agree as follows:
  **ARTICLE
        I**
 **The
        Merger**
  **Section
        1.1**  **The
        Merger** .
        Subject
        to the terms and conditions of this Agreement, in accordance with the General
        Corporation Law of the State of Delaware (the “ ***Delaware
        Law*** ”),
        upon
        the execution of this Agreement and concurrent with the filing of the
        Certificate of Merger with the Secretary of State of the State of Delaware
        (the
“ ***Certificate
        of Merger*** ”)
        (in
        accordance with the relevant provision of Delaware Law), the Company shall
        merge
        with and into Buyer Sub. The separate corporate existence of the Company
        will
        cease upon the filing of the Certificate of Merger (the “ ***Effective
        Time*** ”),
        and
        Buyer Sub will continue as the surviving corporation (hereinafter sometimes
        referred to as the “ ***Surviving
        Corporation*** ”)
        in the
        Merger. Buyer Sub, as the surviving corporation after the Merger, will be
        governed by the laws of the State of Delaware.
 
 For
        purposes of this Agreement, the date of the filing of the Certificate of
        Merger
        shall be known as the “ ***Closing
        Date*** ”
        and the
        actions taken on such date and at such time, the “ ***Closing*** .”
  **Section
        1.2**  **Effect
        of the Merger; Closing** .
        At and
        after the Effective Time, the Merger shall have the effects set forth in
        this
        Agreement and the applicable provisions of Delaware Law. At the Effective
        Time
        all the property, rights, privileges, powers and franchises of the Company
        and
        Buyer Sub will vest in the Surviving Corporation, and all debts, liabilities
        and
        duties of the Company and Buyer Sub not paid by the Company at or before
        Closing
        will become the debts, liabilities and duties of the Surviving
        Corporation.
  
 **Section
        1.3**  **Certificate
        of Incorporation** .
        At the
        Effective Time, the Certificate of Incorporation of Buyer Sub, as in effect
        immediately prior to the Effective Time, shall be the Certificate of
        Incorporation of the Surviving Corporation.
  **Section
        1.4**  **Bylaws** .
        At the
        Effective Time, the bylaws of Buyer Sub, as in effect immediately prior to
        the
        Effective Time, shall be the Bylaws of the Surviving Corporation.
  **Section
        1.5**  **Board
        of Directors and Officers** .
        The
        directors and corporate officers of Buyer Sub immediately prior to the Effective
        Time, shall be the directors and corporate officers of the Surviving
        Corporation.
  **Section
        1.6**  **Conversion
        of Capital Stock** .
        At the
        Effective Time, by virtue of the Merger and without any action on the part
        of
        the Buyer Sub, the Company or the holder of any shares of capital stock of
        the
        Company or Buyer Sub each
        share of common stock of the Company issued and outstanding immediately before
        the Effective Time will be converted into and become the right to receive
        the
        following:
 
 (a)  Each
        share of Company Stock (as defined in Section
        2.2(a) )
        issued
        and outstanding immediately prior to the Effective Time, shall be converted
        into
        and become the right to receive .275 shares of Parent’s $0.001 par value common
        stock for a total of 1,505,363 shares (“ ***Closing***  ***Merger
        Consideration*** ”)
        at
        closing and in addition, when and if earned a pro rata portion of The Earnout
        Consideration (as defined in Section 1.11).The Closing Merger Consideration
        and
        the Earnout Consideration (if earned and as defined in Section 1.11) are
        collectively referred to herein as the ***“Merger
        Consideration”*** .
 
 (b)  All
        shares of Company Stock that are held by the Company as treasury stock (the
        “ ***Company
        Treasury Stock*** ”)
        shall
        cease to exist and no cash, Buyer common stock, $0.001 par value per share
        (“ ***Buyer*** ***Common
        Stock*** ”)
        or
        other consideration shall be delivered in exchange therefore.
 
 (c)  The
        shares of Parent Common Stock that comprise the Merger Consideration will
        not
        have been registered and will be deemed to be “restricted securities” under
        federal securities laws and may not be resold without registration under
        or
        exemption from the Securities Act of 1933, as amended (the “ ***Securities
        Act*** ”).
        Each
        certificate evidencing shares of Parent Common Stock that comprise the Merger
        Consideration will bear the following legend:
 
 THE
        SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE
        TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT EXEMPTION UNDER THE
        SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO MOBILEPRO
        CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.
 
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 **Section
        1.7**  **Surrender
        of Shares; Stock Transfer Books** .
 
 (a)  At
        the
        Closing, all holders of Company Stock (the ***“Selling
        Shareholders”*** )
        will
        surrender all Certificates representing shares of Company Stock to Buyer
        (each,
        a “ ***Certificate*** ”).
        Until
        so surrendered, such Certificates will represent solely the right to receive
        the
        Merger Consideration relating thereto.
 
 (b)  At
        the
        Effective Time, the stock transfer books of the Company will be closed and
        there
        will not be any further registration of transfers of any Company Stock, options
        or warrants thereafter on the records of the Company. If, at or after the
        Effective Time, Certificates are presented to the Surviving Corporation for
        transfer, they will be canceled and exchanged for Merger Consideration as
        provided in Section
        1.6 .
 
 (c)  In
        the
        event any Certificate that has been lost, stolen or destroyed, upon the making
        of an affidavit of that fact by the Person claiming such Certificate to be
        lost,
        stolen or destroyed, Buyer will issue in exchange for such lost, stolen or
        destroyed Certificate, the Merger Consideration deliverable in respect thereof
        as determined in accordance with Section
        1.6 if the
        Person to whom the Merger Consideration is paid will, as a condition precedent
        to the payment thereof, indemnify the Surviving Corporation in a manner
        reasonably satisfactory to it against any claim that may be made against
        the
        Surviving Corporation with respect to the Certificate claimed to have been
        lost,
        stolen or destroyed.
  **Section
        1.8**  **General
        Escrow Shares and General Escrow Cash** .
 
 (a)  General
        Escrow Shares .
        At the
        Effective Time, Buyer shall withhold from the Closing Merger Consideration,
        500,000 shares of Parent Common Stock (the “ ***General
        Escrow Shares*** ”)
        which
        shall be allocated among the Principals on a pro-rata basis based upon the
        number of shares each such stockholder is entitled to receive pursuant to Section
        1.6 (a)
        (“ ***Pro
        Rata Share*** ”).
        Any
        such General Escrow Shares will be delivered by Parent to Geoffrey B. Amend,
        P.A. (the “ ***Escrow
        Agent*** ”),
        as
        escrow agent, to be held pursuant to the terms of the escrow agreement attached
        hereto as Exhibit “A” (the “ ***Escrow
        Agreement*** ”).
        The
        payment of any General Escrow Shares in satisfaction of any indemnification
        obligations under Section VI shall be made on a pro rata basis based upon
        each
        Principals’ Pro Rata Share. Escrow Agent shall hold the General Escrow Shares
        for one year following the Effective Time (the “ ***General
        Escrow Period*** ”)
        as
        security for the Company indemnification obligations for Damages under Section
        VI.
 
 (b)  Distributions
        on General Escrow Shares .
        Any
        dividends or distributions payable in shares of Parent Common Stock or other
        equity securities or issued upon a stock split made in respect of any General
        Escrow Shares shall be considered General Escrow Shares hereunder. Cash
        dividends and any other dividends or distributions in kind paid during the
        General Escrow Period on the General Escrow Shares (“ ***General
        Escrow Dividends*** ”)
        shall
        be placed into escrow and shall be distributed to the Prinicpals in accordance
        with their respective Pro Rata Shares within fifteen (15) business days
        following the expiration of the General Escrow Period.
 
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 (c)  Voting
        of General Escrow Shares .
        The
        Principals on whose behalf General Escrow Shares are held by Escrow Agent
        shall
        be entitled to vote such shares.
 
 (d)  Release
        of General Escrow Shares .
        As soon
        as reasonably practicable (but in any event within ten (10) business days)
        following the expiration of the General Escrow Period, Escrow Agent shall
        release to the Principals, at their respective addresses and in accordance
        with
        their respective Pro Rata Shares, the General Escrow Dividends and all of
        the
        remaining General Escrow Shares, if any, in excess of (i) any General Escrow
        Shares delivered by Escrow Agent in satisfaction of Claims (as defined in
        Section VI) for Damages (as defined in Section VI) by Buyer Indemnified Persons
        (as defined Section VI) and (ii) any amount of General Escrow Shares that
        is
        necessary to satisfy all unresolved, unsatisfied or disputed Claims for Damages
        specified in any Notice of Claim (as defined in Section VI) delivered to
        the
        representative before the expiration of the General Escrow Period. If any
        Claims
        are unresolved, unsatisfied or disputed as of the expiration of the General
        Escrow Period, then Escrow Agent shall retain possession of that number of
        General Escrow Shares determined by dividing the total maximum amount of
        Damages
        then being claimed by Buyer Indemnified Persons in all such unresolved,
        unsatisfied or disputed Claims by the Effective Current Price, and as soon
        as
        reasonably practicable (but in any event within ten (10) business days)
        following resolution of all such Claims, Escrow Agent shall release to the
        Principals, at their respective addresses and in accordance with their
        respective Pro Rata Shares of the General Escrow Shares, all remaining General
        Escrow Shares, if any, not required to satisfy such Claims. Such releases
        of
        General Escrow Dividends shall be made by check. If the number of General
        Escrow
        Shares to be distributed to any Principal is not evenly divisible by one,
        Buyer
        shall round to the nearest whole number.
 
 For
        purposes of this Agreement, the “ ***Effective
        Current Price*** ”
        shall
        mean the average of the closing prices of the Buyer Common Stock on the OTC
        Bulletin Board market on the ten trading days ending the day before the date
        of
        a Claim is paid. ****
 
 (e)  No
        Transfer or Encumbrance .
        To the
        extent permitted by applicable law, no General Escrow Shares or General Escrow
        Dividends or any beneficial interest therein may be pledged, encumbered,
        sold,
        assigned or transferred (including any transfer by operation of law), by
        Buyer
        or a Principal or be taken or reached by any legal or equitable process in
        satisfaction of any debt or other liability of Buyer or such Principal or
        used
        for any reason, prior to (i) in the case of Buyer, the retention of General
        Escrow Shares in satisfaction of a resolved Claim for Damages to address
        any
        post-closing Merger Adjustment in accordance with this Agreement or (ii)
        in the
        case of the Selling Shareholders, the release by Escrow Agent to the Selling
        Shareholders of General Escrow Shares or General Escrow Dividends in accordance
        with this Agreement, except that Selling Shareholders shall be entitled to
        assign their rights to the General Escrow Shares or General Escrow Dividends
        by
        will, by the laws of intestacy or by other operation of law.
 
 (f)  No
        Liability of the Escrow Agent .
        In
        holding and administering the General Escrow Shares or General Escrow Dividends,
        the Escrow Agent will incur no liability with respect to any action taken
        by it
        in reliance upon any written notice, direction, instruction, consent, statement
        or other document believed by it to be genuine and to have been signed by
        the
        representative (and shall have no responsibility to determine the authenticity
        thereof), nor for any other action or inaction, except the Escrow Agent’s own
        willful misconduct or gross negligence. In all questions arising under this
        Agreement with respect to the General Escrow Shares or General Escrow Dividends,
        the Escrow Agent may rely on the advice of counsel, and the Escrow Agent
        will
        not be liable to anyone for anything done, omitted or suffered in good faith
        by
        the Escrow Agent based on such advice, except for the Escrow Agent’s own willful
        misconduct or gross negligence.
 
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 **Section
        1.10**  **Parent’s
        Repurchase Option** .
        The
        Parent or its assignees shall have the option to repurchase all of the Unvested
        Shares (as defined below) from a Principal and/or each Principal on the terms
        and conditions set forth in this Section (the "Repurchase Option") if a
        Principal ceases to be Engaged or Employed by the Parent (as defined herein)
        due
        to Cause (as defined below) or because the Principal voluntarily terminates
        his
        engagement or employment with the Parent without Good Reason. Definition
        of “Engaged or Employed by the Parent”; “Termination Date”; “Cause”; and “Good
        Reason”. For
        purposes of this Agreement, a Principal will be considered to be "Engaged
        or
        Employed by the Parent" if he is rendering services as an officer, employee,
        consultant, advisor or independent contractor to the Parent or to any parent,
        subsidiary or affiliate of the Parent pursuant to a written agreement.
“Termination Date” shall mean the date (i) a Principal voluntarily terminates
        his Engagement or Employment with the Parent for any reason other than for
        Good
        Reason or (ii) the date a Principal’s relationship with the Parent is terminated
        for “Cause”. “Cause” shall mean a termination of the engagement or employment
        that is based upon (i) an act of fraud, embezzlement, misappropriation or
        acceptance of a bribe or kickback; (ii) wilfull and material neglect by
        Principal of his duties, chronic absenteeism, or any material or intentional
        breach of the Principal’s obligations hereunder including, without limitation,
        any intentional failure to abide by material policies and/or procedures
        established by the Parent and known by the Principal which is not rectified
        to
        the reasonable satisfaction of Parent by the Principal within ten (10) days
        after written notification to the Principal of said neglect, absenteeism,
        breach
        or violation; (iii) the conviction or a plea of nolo contendere, by the
        Principal of a felony or of a crime involving fraud, dishonesty or moral
        turpitude or (iv) material breach of any employment, advisor or consulting
        agreement between a Principal (and/or its affiliate entity entering into
        such an
        agreement) and Buyer Sub and the failure to remedy such material breach
        following receipt of notice and a reasonable opportunity to cure. “Good Reason”
        shall exist upon (i) mutual written agreement by the Principal and the Parent
        that Good Reason exists; (ii) the relocation of the Parent such that such
        Principal Shareholder’s daily commute is increased by at least 60 miles
        without the written consent of the Principal Shareholder; (iii) reduction
        of the Principal’s annual base salary without the prior consent of the Principal
        except is a case of a general reduction in salary of all employees of the
        same
        level; (iv) material demotion of the Principal to a position with
        responsibilities substantially less than such Principal’s position immediately
        following the Effective Time without the prior consent of the Principal;
        (v)
        Parent breaches its obligations under the Consulting or Employment written
        agreement(s) or under this Merger Agreement.
 
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 (b)  Unvested
        and Vested Shares .
        Shares
        of Parent’s common stock (that are a Principal’ part of the Closing Merger
        Consideration) that are vested pursuant to the schedule set forth herein
        are
        "Vested Shares". Shares of Parent’s common stock (that are a Principals’ part of
        the Closing Merger Consideration) that are not vested pursuant to the schedule
        set forth herein are "Unvested Shares". Unvested Shares may not be sold or
        otherwise transferred by a Principal without the Parent's prior written consent.
        On the Effective Date all of the Closing Merger Consideration held by the
        Principals will be Unvested Shares. If a Principal has continuously been
        Engaged
        or Employed by the Parent or any subsidiary or parent entity of the Parent,
        at
        all times from the Effective Date until June 22, 2005 (the "First Vesting
        Date"), then on the First Vesting Date 1/24 th of the
        such Principals’ Merger Consideration will become Vested Shares; and thereafter,
        for so long (and only for so long) as such Principal remains Engaged or Employed
        by the Parent or any subsidiary or parent of the Parent, at all times after
        the
        First Vesting Date, an additional 1/24 th of such
        Principals’ Merger Consideration will become Vested Shares upon the expiration
        of each full month elapsed after the First Vesting Date. No Shares will become
        Vested Shares after the Termination Date. If the application of the vesting
        percentage results in a fractional share, such share shall be rounded up
        to the
        nearest whole share for each month except for the last month in such vesting
        period, at the end of which last month the balance of Unvested Shares shall
        become fully Vested Shares.
 
 (c)  Exercise
        of Repurchase Option .
        At any
        time within ninety (90) days after the Termination Date, the Parent may elect
        to
        repurchase any or all of the Unvested Shares by giving such Principal written
        notice of exercise of the Repurchase Option. The Parent and/or its assignee(s)
        will then have the option to repurchase from such Principal all of the Unvested
        Shares for the sum of $1.00 (the "Repurchase Option Price"). ******
 
 (d)  Right
        of Termination Unaffected .
        Nothing
        in this Agreement will be construed to limit or otherwise affect in any manner
        whatsoever the right or power of the Parent (or any parent, subsidiary or
        affiliate of the Parent) to terminate a Principal’ engagement or employment with
        the Parent (or any parent, subsidiary or affiliate of the Parent) at any
        time
        for any reason or no reason, with or without cause. However, in the event
        of
        such a termination by the Parent without Cause, all remaining Unvested Shares
        shall immediately become Vested Shares.
 
 **Section
        1.11**  **Earnout
        Consideration** **.** Notwithstanding Sections 1.10 (a) through (d) Shares of Parent’s common stock
        comprising the Earnout Consideration shall vest as described within this
        Section
        (1.10 (e)).
 
 (a)  The
        Earnout Consideration shall consist of one million shares of Parent’s common
        stock as follows (a) 500,000 shares for the establishment of EarthLink as
        a
        retail partner and (b) 500,000 shares for the establishment of AOL as a retail
        partner (collectively, “Earnout Consideration”).
 
 (b)  The
        Earnout Consideration (or parts thereof) shall vest upon satisfaction of
        the
        Earnout Triggers. Notwithstanding Sections 1.10 (a) through (d), Parent’s
        Repurchase Option shall not apply to the Earnout Shares.
 
 (c)  The
        EarthLink Earnout Trigger is as follows: The execution of an Agreement between
        Mobilepro and EarthLink describing the terms under which EarthLink will offer
        retail service over a specific (eg municipal) Mobilepro wholesale wireless
        network deployment, provided such terms are generally applicable to subsequent
        Mobilepro wholesale wireless network deployments in which EarthLink elects
        to
        participate. Upon the EarthLink Earnout Trigger being met, the 500,000 shares
        of
        Parent’s common stock shall be distributed pursuant to Section 1.6 herein.
 
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 (d)  The
        AOL
        trigger is as follows: The execution of an Agreement between Mobilepro and
        AOL
        describing the terms under which AOL will offer retail service over a specific
        (eg municipal) Mobilepro wholesale wireless network deployment, provided
        such
        terms are generally applicable to subsequent Mobilepro wholesale wireless
        network deployments in which AOL elects to participate. Upon the AOL Earnout
        Trigger being met, the 500,000 shares of Parent’s common stock shall be
        distributed pursuant to Section 1.6 herein.
  **Section
        1.12**  **Further
        Assurances** .
        The
        Company agrees that if, at any time before or after the Effective Time, Buyer
        considers or is advised that any further deeds, assignments or assurances
        are
        reasonably necessary or desirable to vest, perfect or confirm in Buyer title
        to
        any property or rights of Company, Buyer and its 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 Buyer and otherwise to carry out the purpose of
        this
        Agreement, in the name of Company or otherwise.
  **Section
        1.13**  **Securities
        Law Issues** .
        Based
        in part on the representations of the Selling Shareholders made herein, Parent
        Common Stock to be issued in the Merger will be issued pursuant to an exemption
        from registration under Section 4(2) of the Securities Act of 1933, as amended
        (the “ ***Securities
        Act*** ”)
        and/or
        Rule 506 under Regulation D promulgated under the Securities Act and applicable
        state securities laws.
  **ARTICLE
        II**
 **Representations
        and Warranties of Company** **and
        Principals**
 
 Except
        as
        set forth in the Company Disclosure Letter attached to this Agreement (the
        “ ***Company
        Disclosure Letter*** ”),
        the
        Company and the Principals, jointly and severally, represent and warrant
        to the
        Buyer as follows. The disclosures in any section or subsection of the Company
        Disclosure Letter shall qualify other sections and subsections in this Article
        II to the extent it is clear from a reading of the disclosure that such
        disclosure is applicable to such other sections and subsections. For purposes
        of
        this Article II, the phrase “to the knowledge of the Company” or any phrase of
        similar import shall be deemed to refer to the actual knowledge, after
        reasonable inquiry, of the Principals.
  **Section
        2.1**  **Organization,
        Qualification and Corporation Power** .
        The
        Company (a) is a corporation duly organized, validly existing and
        in good
        standing under the laws of the jurisdiction in which it is organized and
        has the
        requisite corporate power and authority to own, operate or lease its properties
        and to carry on its business as is now being conducted and proposed to be
        conducted, except where the failure to be so organized, existing and in good
        standing or to have such power and authority would not reasonably be expected
        to
        have, individually or in the aggregate, a Material Adverse Effect (as defined
        below) on the Company, and (b) is duly qualified and in good standing
        to do
        business in each jurisdiction in which the nature of its business or the
        ownership or leasing of its properties makes such qualification necessary,
        other
        than in such jurisdictions where the failure so to qualify or to be in good
        standing would not reasonably be expected to have, individually or in the
        aggregate, a Material Adverse Effect on the Company. The Company has furnished
        to Buyer true, correct and complete copies of its Certificate of Incorporation
        and By-Laws.
 
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 For
        purposes of this Agreement, the term “ ***Material
        Adverse Effect*** ”
        when
        used in connection with an entity means any change, event, circumstance or
        effect whether or not such change, event, circumstance or effect is caused
        by or
        arises in connection with a breach of a representation, warranty, covenant
        or
        agreement of such entity in this Agreement that is or is reasonably likely
        to be
        materially adverse to the business, assets (including intangible assets),
        capitalization, financial condition, operations or results of operations,
        employees or prospects 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 results from (i) changes in general economic conditions,
        (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) or (iii) changes in the trading prices for
        such
        entity’s capital stock.
  **Section
        2.2**  **Capitalization;
        Subsidiaries** .
  (a)  The
        authorized Company Stock consists of 10,000,000 shares, of which 5,478,500
        shares are issued and outstanding (the “ ***Company
        Stock*** ”)
        to the
        individuals listed in Section
        2.2 (a) of the
        Company Disclosure Letter. Other than common stock, there are no other classes,
        series or types of stock for the Company. The Selling Shareholders holds
        good
        and marketable title to such Company Stock, free and clear of all liens,
        agreements, voting trusts, proxies and other arrangements or restrictions
        of any
        kind whatsoever (other than normal restrictions on transfer under applicable
        federal and state securities laws). All issued and outstanding Company 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 By-Laws
        of
        Company, or any agreement or document to which Company is a party or by which
        it
        is bound and have been offered, issued, sold and delivered by Company in
        compliance with all registration or qualification requirements (or applicable
        exemptions therefrom) of applicable federal and state securities laws. The
        Company 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
        the Company’s outstanding securities.
  (b)  Except
        as
        disclosed in Section
        2.2 (b) of the
        Company Disclosure Letter, there are no existing (i) options, warrants, calls,
        preemptive rights, subscriptions or other rights, convertible securities,
        agreements or commitments of any character obligating the Company to issue,
        transfer or sell any shares of capital stock or other equity interest in,
        the
        Company or securities convertible into or exchangeable for such shares or
        equity
        interests, (ii) contractual obligations of the Company to repurchase, redeem
        or
        otherwise acquire any capital stock of the Company or (iii) voting trusts
        or
        similar agreements to which the Company is a party with respect to the voting
        of
        the capital stock of the Company. The
        Company has delivered to the Buyer, a correct and complete list of each Company
        Option and Company Warrant outstanding as of the date hereof, including the
        name
        of the holder of such Company Option or Company Warrant, the Company Plan
        pursuant to which such Company Option was issued, the number of shares covered
        by such Company Option or Company Warrant, the per share exercise price of
        such
        Company Option or Company Warrant and the vesting commencement date and vesting
        schedule applicable to each such Company Option, including the number of
        shares
        vested as of the date of this Agreement. The terms of the Company Plans permit
        the assumption or substitution of options to purchase Company Common Stock
        provided in this Agreement, without the consent or approval of the holders
        of
        such securities, the Selling Shareholders, or otherwise and without any
        acceleration of the exercise schedule or vesting provisions in effect for
        those
        options. No other outstanding options, whether under the Company Plans or
        otherwise, will be accelerated in connection with the Merger.
 
 -
            8
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 (c)  The
        Company does not have any direct or indirect Subsidiaries or any interest,
        direct or indirect, in any corporation, partnership, joint venture or other
        business entity.
 
 For
        purposes of this Agreement, the term “ ***Subsidiary*** ”
        of a
        Person means any corporation or other legal entity of which such Person (either
        alone or through or together with any other Subsidiary) owns, directly or
        indirectly, more than 50% of the stock or other equity interests the holders
        of
        which are generally entitled to vote for the election of the board of directors
        or other governing body of such corporation or other legal entity.
  **Section
        2.3**  **Ownership
        of Stock** .
 
 (a)  The
        Selling Shareholders are the record and beneficial owner of, and have good
        and
        valid title to, all of the Company Stock, which Company Stock (i) are free
        and
        clear of all liens, mortgages, encumbrances, pledges, claims, options, charges,
        easements, restrictions, covenants, conditions of record, encroachments,
        security interests and claims of every kind and character (each, a “ ***Lien*** ”)
        and
        (ii) are free of any other restriction (including any restriction on the
        right
        to vote, sell or otherwise dispose of such capital stock or other ownership
        interests).
 
 (b)  There
        are
        no outstanding existing (i) options, warrants, calls, preemptive rights,
        subscriptions or other rights, convertible securities, agreements or commitments
        of any character to which the Selling Shareholders is a party obligating
        the
        Selling Shareholders to issue, transfer or sell any Company Stock or other
        equity interest in the Company or securities convertible into or exchangeable
        for such shares or equity interests or (ii) voting trusts, stockholders’
        agreements or similar agreements to which the Selling Shareholders are a
        party
        with respect to the voting of the Company Stock owned by such Selling
        Shareholders.
  **Section
        2.4**  **Authority
        Relative to this Agreement** .
        The
        Company has the necessary corporate power and authority to enter into this
        Agreement and, subject to the filing of the Certificate of Merger as required
        by
        Delaware Law, to carry out its obligations hereunder. The execution and delivery
        of this Agreement by the Company and the consummation by the Company of the
        transactions contemplated hereby have been duly authorized by all necessary
        corporate action on the part of the Company and the Selling Shareholders
        and,
        subject to the filing of the Certificate of Merger as required by Delaware
        Law,
        no other corporate proceeding is necessary for the execution and delivery
        of
        this Agreement by the Company, the performance by the Company of its obligations
        hereunder and the consummation by the Company of the transactions contemplated
        hereby. This Agreement has been duly executed and delivered by the Company
        and,
        assuming the due authorization, execution and delivery of this Agreement
        by
        Buyer and Buyer Sub, constitutes a legal, valid and binding obligation of
        the
        Company, enforceable against it in accordance with its terms, except that
        (a)
        the enforceability hereof may be subject to applicable bankruptcy, insolvency
        or
        other similar laws, now or hereinafter in effect, affecting creditors’ rights
        generally, and (b) the general principles of equity (regardless of whether
        enforceability is considered at a proceeding at law or in equity).
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            9
            -
 **Section
        2.5**  **No
        Conflict; Required Filings and Consents** .
 
 (a)  The
        execution and delivery of this Agreement by the Company and the Selling
        Shareholders does not, and the consummation by the Company and the Selling
        Shareholders of the transactions contemplated hereby will not, (i) conflict
        with or violate any law, court order, judgment or decree applicable to the
        Company, its Subsidiaries or the Selling Shareholders or by which any of
        their
        property is bound, (ii) violate or conflict with the Certificate of
        Incorporation or By-Laws (or comparable organizational documents) of the
        Company
        or (iii) result in any breach of or constitute a default (or an event
        which
        with notice or lapse of time of both would become a default) under, or give
        to
        others any rights of termination or cancellation of, or result in the creation
        of a Lien on any of the properties or assets of the Company or its Subsidiaries
        pursuant to, any contract, instrument, Permit or license to which the Company
        or
        its Subsidiaries is a party or by which the Company or its Subsidiaries or
        any
        of their property is bound, except in the case of clauses (i) and (iii) for
        conflicts, violations, breaches or defaults which, individually or in the
        aggregate, would not have or result in a Material Adverse Effect on the
        Company.
 
 (b)  Except
        for the filing of the Certificate of Merger and any applicable requirements,
        if
        any, under “takeover” or “blue sky” laws of various states, neither the Company
        nor any of its subsidiaries is required to submit any notice, report or other
        filing with any federal, state or local or foreign government, political
        subdivision thereof, any court, administrative, regulatory or other governmental
        agency, commission or authority or any non-governmental United States or
        foreign
        self-regulatory agency, commission or authority or any arbitral tribunal
        (each,
        a “ ***Governmental
        Entity*** ”)
        in
        connection with the execution, delivery or performance of this Agreement
        or the
        consummation of the transactions contemplated hereby the failure of which
        to
        submit would, individually or in the aggregate, have or result in a Material
        Adverse Effect on the Company. No waiver, consent, approval or authorization
        of
        any Governmental Entity or any third party is required to be obtained or
        made by
        the Company or its Subsidiaries in connection with its execution, delivery
        or
        performance of this Agreement the failure of which to obtain or make,
        individually or in the aggregate, would have or result in a Material Adverse
        Effect on the Company.
  **Section
        2.6**  **Financial
        Statements; Debt** .
  (a)  Attached
        as Section
        2.6 (a) of the
        Company Disclosure Letter are the Company’s unaudited balance sheet dated as of
        December 31, 2004, income statement and statement of cash flows for the year
        then ended and (ii) the Company’s unaudited balance sheet (the “ ***Company
        Balance Sheet*** ”),
        statement of cash flows and income statement each dated as of March 31, 2005
        (the “ ***Balance
        Sheet Date*** ”)
        (all
        such financial statements being collectively referred to herein as the
“ ***Company
        Financial Statements*** ”).
        The
        Company Financial Statements (a) are in accordance with the books and records
        of
        the Company, (b) fairly present the financial condition of the Company at
        the
        date therein indicated and the results of operation for the period therein
        specified and (c) have been prepared in accordance with United States generally
        accepted accounting principles applied on a consistent basis (other than
        the
        absence of footnotes and subject to normal recurring adjustments) (“ ***GAAP*** ”).
 
 -
            10
            -
 (b)  The
        Company 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 Company Financial Statements
        in
        the ordinary course of its business, consistent with past practice and that
        are
        not material in amount either individually or collectively.
  **Section
        2.7**  **Absence
        of Certain Changes** .
        Since
        the Balance Sheet Date, there has not been with respect to the Company or
        any
        Subsidiary:
 
 (a)  any
        change in the financial condition, properties, assets, 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
        will have a material adverse effect thereon;
  (b)  any
        material loss of customers. Set forth on Section
        2.7 (b) of the
        Company Disclosure Letter is a true, correct and complete list of all customers
        lost in the preceding twelve (12) months, including all revenue generated
        from
        any customer generating at least $40 per month ****** in
        revenue for the Company for the twelve (12) months preceding the date on
        which
        they were no longer customers;
 
 (c)  any
        contingent liability incurred thereby as guarantor or otherwise with respect
        to
        the obligations of others;
 
 (d)  any
        mortgage, encumbrance or lien placed on any of the properties
        thereof;
 
 (e)  any
        material obligation or liability incurred thereby other than obligations
        and
        liabilities incurred in the ordinary course of business;
 
 (f)  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
        thereof other than in the ordinary course of business;
 
 (g)  any
        damage, destruction or loss, whether or not covered by insurance, materially
        and
        adversely affecting the properties, assets or business thereof;
 
 (h)  any
        declaration, setting aside or payment of any dividend on, or the making of
        any
        other distribution in respect of, the capital stock thereof, any split,
        combination or recapitalization of the capital stock thereof or any direct
        or
        indirect redemption, purchase or other acquisition of the capital stock
        thereof;
 
 (i)  any
        labor
        dispute or claim of unfair labor practices, any change in the compensation
        payable or to become payable to any of its officers, employees or agents,
        or any
        bonus payment or arrangement made to or with any of such officers, employees
        or
        agents;
 
 (j)  any
        change with respect to the management, supervisory or other key personnel
        thereof;
 
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            11
            -
 (k)  any
        payment or discharge of a material lien or liability thereof which lien was
        not
        either shown on the Company Balance Sheet or incurred in the ordinary course
        of
        business thereafter; or
 
 (l)  any
        obligation or liability incurred thereby to any of its officers, directors
        or
        stockholders or any loans or advances made thereby to any of its officers,
        directors or stockholders except normal compensation and expense allowances
        payable to officers.
  **Section
        2.8**  **Tax
        Matters** .
 
 (a)  The
        Company and its Subsidiaries have timely filed all Tax Returns that each
        was
        required to file, and all such Tax Returns were correct and complete in all
        material respects. All Tax liabilities of the Company and its Subsidiaries
        for
        all taxable periods or portions thereof ending on or prior to the Effective
        Time
        have been, or will be prior to the Effective Time, timely paid or are adequately
        reserved for in the Company Financial Statements, other than such Tax
        liabilities as are being contested in good faith by the Company or its
        Subsidiaries. There are no ongoing federal, state, local or foreign audits
        or
        examination of any Tax Return of the Company or its Subsidiaries. Neither
        the
        Company nor any of its Subsidiaries has waived any statute of limitations
        in
        respect of Taxes or agreed to any extension of time, nor has any such waiver
        or
        extension been required with respect to a Tax assessment or deficiency. No
        claim
        has ever been made by an authority in a jurisdiction where the Company and
        its
        Subsidiaries do not file Tax Returns that it is or may be subject to taxation
        by
        that jurisdiction. There are no Liens on any of the assets of the Company
        or its
        Subsidiaries that arose in connection with any failure (or alleged failure)
        to
        pay any Tax.
 
 (b)  The
        Company and its Subsidiaries have withheld or collected and paid or deposited
        in
        accordance with law all Taxes required to have been withheld or collected
        and
        paid or deposited by the Company or its Subsidiaries in connection with amounts
        paid or owing to any employee, independent contractor, creditor, stockholder,
        or
        other third party.
 
 (c)  There
        is
        no dispute or claim concerning any Tax liability of the Company or its
        Subsidiaries either (i) claimed or raised by any authority in writing or
        (ii) as
        to which the Company has Knowledge.
 
 (d)  For
        purposes of this Agreement:
 
 (i)  “ ***Taxes*** ”
        means
        all taxes, charges, fees, levies or other similar assessments or liabilities,
        including income, gross receipts, ad valorem, premium, value-added, excise,
        real
        property, personal property, sales, use, transfer, withholding, employment,
        payroll and franchise taxes imposed by a Governmental Entity, and any interest,
        fines, penalties, assessments or additions to tax resulting from, attributable
        to or incurred in connection with any tax or any contest or dispute thereof,
        and
        any amounts of Taxes of a third Person that a Person or any Subsidiary of
        such
        Person is liable to pay by law or otherwise; and
 
 (ii)  “ ***Tax
        Returns*** ”
        means
        all reports, returns, declarations, statements or other information supplied
        or
        required to be supplied to a taxing authority in connection with Taxes including
        any schedules, attachments or amendments thereto.
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            12
            -
 **Section
        2.9** **Title
        to Properties** .
        The
        Company has good and marketable title to all of its assets as shown on the
        Company Balance Sheet, free and clear of all liens, charges, restrictions
        or
        encumbrances (other than for taxes not yet due and payable). 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
        the
        Company or any its Subsidiaries is a party are fully effective and afford
        the
        Company or its Subsidiaries peaceful and undisturbed possession of the subject
        matter of the lease. Neither the Company nor any of its Subsidiaries is 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.
  **Section
        2.10**  **Environmental
        Matters** .
 
 (a)  During
        the period that the Company 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. The Company 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 the
        Company 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.
 
 (b)  None
        of
        the properties or facilities of the Company is in violation of any federal,
        state or local law, ordinance, regulation or order relating to industrial
        hygiene or to the environmental conditions on, under or about such properties
        or
        facilities, including, but not limited to, soil and ground water condition.
        During the time that the Company has owned or leased its properties and
        facilities, to the Company’s knowledge, no third party, has used, generated,
        manufactured or stored on, under or about such properties or facilities or
        transported to or from such properties or facilities any Hazardous
        Materials.
 
 (c)  During
        the time that the Company has owned or leased its properties and facilities,
        there has been no litigation brought or threatened against the Company by,
        or
        any settlement reached by the Company with, any party or parties alleging
        the
        presence, disposal, release or threatened release of any Hazardous Materials
        on,
        from or under any of such properties or facilities.
  **Section
        2.11**  **Intellectual
        Property** .
 
 (a)  The
        term
“ ***Intellectual
        Property*** ”
        means
        any (i) patents, (ii) trademarks, service marks, trade names, brand names,
        trade
        dress, slogans, logos and internet domain names, (iii) inventions, discoveries,
        ideas, processes, formulae, designs, models, industrial designs, know-how,
        proprietary information, trade secrets, and confidential information (including
        customer lists, training materials and related matters, research and marketing
        and sales plans), whether or not patented or patentable, (iv) copyrights,
        writings and other copyrightable works and works in progress, databases and
        software, (v) all other intellectual property rights and foreign equivalent
        or
        counterpart rights and forms of protection of a similar or analogous nature
        or
        having similar effect in any jurisdiction throughout the world, (vi) all
        registrations and applications for registration of any of the foregoing,
        (vii)
        all common law trademarks and service marks used by the Company or its
        Subsidiaries and (viii) any renewals, extensions, continuations, divisionals,
        reexaminations or reissues or equivalent or counterpart of any of the foregoing
        in any jurisdiction throughout the world. The term “ ***Company
        IP*** ”
        means
        any Intellectual Property used or held for use by the Company or its
        Subsidiaries, in the conduct of their businesses as currently conducted and
        currently proposed to be conducted.
  -
            13
            -
 (b)  Section
        2.11 (b) of the
        Company Disclosure Letter sets forth a true, correct and complete list
        (including, the owner, title, registration or application number and country
        of
        registration or application, as applicable) of all of the following Company
        IP:
        (i) registered trademarks, (ii) applications for trademark registration,
        (iii)
        domain names, (iv) patents, (v) applications for patents, (vi) registered
        copyrights (vii) applications for copyright registration and (viii) licenses
        of
        all Intellectual Property (other than off-the-shelf business productivity
        software that is the subject of a shrink wrap or click wrap software license
        agreement (“ ***Desktop
        Software*** ”))
        to or
        from the Company. The Company has delivered or made available to Buyer prior
        to
        the execution of this Agreement true, complete and correct copies of all
        licenses of Company IP both to and from the Company and its Subsidiaries,
        except
        Desktop Software.
  (c)  The
        Company IP set forth on Section
        2.11 (b) of the
        Company Disclosure Letter constitutes all of the Intellectual Property used
        by
        and necessary for the Company and its Subsidiaries to operate their respective
        business as currently conducted. The Company or its Subsidiaries owns all
        legal
        and beneficial right, title and interests in the Company IP or has the rights
        to
        use the Company IP to the extent used in the Company’s business as currently
        conducted, and the Company or its Subsidiaries has the valid, sole and exclusive
        right to use, assign, transfer and license all such Company IP for any purpose,
        free from (i) any Liens, and (ii) any requirement of any past,
        present
        or future royalty payments, license fees, charges or other payments, or
        conditions or restrictions whatsoever.
 
 (d)  All
        patent, trademark, service mark, copyright, patent and domain name registrations
        or applications set forth on Section
        2.11 (b) of the
        Company Disclosure Letter are in full force and effect and have not been
        abandoned, dedicated, disclaimed or allowed to lapse for non-payment of fees
        or
        taxes or for any other reason.
 
 (e)  None
        of
        the Company IP owned by the Company or its Subsidiaries has been declared
        or
        adjudicated invalid, null or void, unpatentable or unregistrable in any judicial
        or administrative proceeding. To the Knowledge of the Company, none of the
        Company IP used (but not owned) by the Company or its Subsidiaries has been
        declared or adjudicated invalid, null or void, unpatentable or unregistrable
        in
        any judicial or administrative proceeding.
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            14
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 (f)  Neither
        the Company nor its Subsidiaries has received any written notices of, or
        has
        Knowledge of, any infringement or misappropriation by or of, or conflict
        with,
        any third party with respect to the Company IP or Intellectual Property owned
        by
        any third party. To the knowledge of the Company, the Company has not infringed,
        misappropriated or otherwise violated or conflicted with any Intellectual
        Property of any third party.
 
 (g)  The
        transactions contemplated by this Agreement will not affect the right, title
        and
        interest of the Company or its Subsidiaries in and to the Company IP, and
        each
        of the Company and its Subsidiaries has taken all necessary action to maintain
        and protect the Company IP set forth on Section
        2.11 (b) of the
        Company Disclosure Letter and, until the Effective Time, will continue to
        maintain and protect such Company IP so as to not materially adversely affect
        the validity or enforceability of such Company IP.
 
 (h)  To
        the
        Knowledge of the Company, no officer, employee or director or the Company
        or its
        Subsidiaries is obligated under any contract (including any license, covenant
        or
        commitment of any nature) or other agreement, or subject to any judgment,
        decree
        or order of any court or administrative agency, that would conflict or interfere
        with the performance of such person’s duties as an officer, employee or director
        of the Company or its Subsidiaries, the use of such person’s best efforts to
        promote the interests of the Company and its Subsidiaries or the Company’s or
        its Subsidiary’s business as conducted or as currently proposed to be conducted
        by the Company and its Subsidiaries. To the knowledge of the Company, no
        prior
        employer of any current or former employee of the Company or its Subsidiaries
        has any right, title or interest in the Company IP. It is not and will not
        be
        with respect to the business as currently proposed to be conducted necessary
        for
        the Company or its Subsidiaries to use any inventions of any of its employees
        made prior to their employment by the Company or its Subsidiaries that have
        not
        already been assigned to the Company.
  **Section
        2.12**  **Material
        Agreements** .
 
 (a)  Section
        2.12 of the
        Company Disclosure Letter sets forth a true, correct and complete list of
        the
        following agreements (whether written or oral and including all amendments
        thereto) to which the Company or its Subsidiaries is a party or a beneficiary
        or
        by which the Company or its Subsidiaries or any of their respective assets
        are
        bound (collectively, the “ ***Material
        Agreements*** ”):
 
 (i)  any
        real
        estate leases;
 
 (ii)  any
        other
        agreement for the provision of services by the Company or its Subsidiaries
        that
        have accounted for revenues of more than $1,000 per annum during any month
        since
        the Balance Sheet Date;
 
 (iii)  any
        agreement creating, evidencing, securing, assuming, guaranteeing or otherwise
        relating to any debt for which the Company or its Subsidiaries is liable
        or
        under which it has imposed (or may impose) a Lien on any of the assets, tangible
        or intangible, of the Company or its Subsidiaries;
 
 (iv)  any
        capital or operating leases or conditional sales agreements relating to personal
        property of the Company or its Subsidiaries;
 
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            15
            -
 (v)  any
        supply or manufacturing agreements or arrangements pursuant to which the
        Company
        or its Subsidiaries is entitled or obligated to acquire any assets from a
        third
        party with a fair market value in excess of $1,000;
 
 (vi)  any
        insurance policies;
 
 (vii)  any
        employment, consulting, noncompetition, or separation agreements or
        arrangements;
 
 (viii)  any
        agreement with or for the benefit of any Selling Shareholders, officer, director
        or employee of the Company, or any Affiliate of the Company, or any Person
        controlled by such individual or family member thereof;
 
 (ix)  any
        license to which the Company or its Subsidiaries is a party;
 
 (x)  any
        agreement in which the Company or its Subsidiaries has granted rights to
        license, sublicense or copy, “most favored nation” pricing provisions or
        exclusive marketing or distribution rights relating to any **** products
        or territory or has agreed to purchase a minimum quantity of goods or services
        or has agreed to purchase goods or services exclusively from a certain
        party;
 
 (xi)  any
        written arrangement establishing a partnership or joint venture;
 
 (xii)  a
        list of
        all parties to any written arrangement concerning confidentiality,
        non-disclosure or noncompetition;
 
 (xiii)  any
        written arrangement under which the consequences of a default or termination
        could have a Material Adverse Effect on the Company; and
 
 (xiv)  any
        other
        agreement or arrangement pursuant to which the Company or its Subsidiaries
        could
        be required to make or be entitled to receive aggregate payments in excess
        of
        $1,000 or entered into outside of the ordinary course of business.
 
 For
        purposes of this Agreement, “ ***Affiliate*** ”
        means
        another Person that directly or indirectly, through one or more intermediaries,
        controls, is controlled by, or is under common control with, any
        Person.
  (b)  The
        Company has delivered to or made available to Buyer a true, correct and complete
        copy of each Material Agreement and a written summary of each oral Material
        Agreement. With respect to each Material Agreement:
 
 (i)  each
        Material Agreement is legal, valid, binding and enforceable and in full force
        and effect with respect to the Company or its Subsidiaries and, to the Knowledge
        of the Company, the written arrangement is legal, valid, binding and is
        enforceable and in full force and effect with respect to each other party
        thereto (in each case except as enforceability may be limited by bankruptcy,
        insolvency, fraudulent conveyance, reorganization, moratorium or other similar
        laws affecting the enforcement of creditor’s rights generally, and except that
        the availability of equitable remedies, including specific performance, is
        subject to the discretion of the court before which any proceeding therefore
        may
        be brought);
 
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            16
            -
 (ii)  each
        Material Agreement will continue to be legal, valid, binding and enforceable
        and
        in full force and effect against the Company, and to the Knowledge of the
        Company against each other party thereto, immediately following the Closing
        in
        accordance with the terms thereof (in each case except as enforceability
        may be
        limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
        moratorium or other similar laws affecting the enforcement of creditor’s rights
        generally, and except that the availability of equitable remedies, including
        specific performance, is subject to the discretion of the court before which
        any
        proceeding therefore may be brought) as in effect prior to the Closing;
        and
 
 (iii)  neither
        the Company nor its Subsidiaries is in breach or default, and, to the Knowledge
        of the Company, no other party thereto is in breach or default, and no event
        has
        occurred which with notice or lapse of time would constitute a breach or
        default
        or permit termination, modification, or acceleration, under the written
        arrangement.
  **Section
        2.13**  **Insurance** .
 
 (a)  Section
        2.13 of the
        Company Disclosure Letter sets forth a true, correct and complete list of
        each
        insurance policy (including fire, theft, casualty, general liability, director
        and officer, workers compensation, business interruption, environmental,
        product
        liability and automobile insurance policies and bond and surety arrangements)
        to
        which the Company is a party, a named insured, or otherwise the beneficiary
        of
        coverage at any time within the past year. Section
        2.13 of the
        Company Disclosure Letter sets forth a true, correct and complete list of
        each
        person or entity required to be listed as an additional insured under each
        such
        policy. Each such policy is in full force and effect and by its terms and
        with
        the payment of the requisite premiums thereon will continue to be in full
        force
        and effect following the Closing.
 
 (b)  The
        Company is not in breach or default, and does not anticipate being in breach
        or
        default as of the Closing (including with respect to the payment of premiums
        or
        the giving of notices) under any such policy, and no event has occurred which,
        with notice or the lapse of time, would constitute such a breach or default
        or
        permit termination, modification or acceleration, under such policy; and
        the
        Company has not received any written notice or, to the Knowledge of the Company,
        oral notice, from the insurer disclaiming coverage or reserving rights with
        respect to a particular claim or such policy in general. The Company has
        not
        incurred any material loss, damage, expense or liability covered by any such
        insurance policy for which it has not properly asserted a claim under such
        policy.
  **Section
        2.14**  **Litigation** .
 
 (a)  There
        are
        no claims, actions, suits, proceedings or investigations of any nature pending
        or, to the Knowledge of the Company, threatened against the Company or any
        properties or rights of the Company, before any court, administrative,
        governmental or regulatory authority or body. The Company is not subject
        to any
        order, judgment, injunction or decree.
 
 -
            17
            -
 (b)  There
        are
        no agreements or other documents or instruments settling any material claim,
        complaint, action, suit or other proceeding against the Company.
  **Section
        2.15**  **Employees** .
  (a)  Set
        forth
        on Section
        2.15 (a) of the
        Company Disclosure Letter is a true, correct and complete list of all current
        employees of the Company and its Subsidiaries, including date of employment,
        current title and compensation (including commissions, bonus and other
        compensation), and date and amount of last increase in compensation. None
        of the
        Company’s employees are members of a labor union. The Company is not a party to
        any collective bargaining, union or labor agreements, contracts or other
        arrangements with any group of employees, labor union or employee representative
        and to the Knowledge of the Company, there is no organization effort currently
        being made by or on behalf of any labor union with respect to employees of
        the
        Company or its Subsidiaries. The Company has not experienced, and to the
        Knowledge of the Company, there is no basis for, any strike, grievances,
        claims
        of unfair labor practices, material labor trouble, work stoppage, slow down
        or
        other interference with or impairment of the business of Company.
 
 (b)  To
        the
        Knowledge of the Company, no employee has any plans to terminate employment
        with
        the Company within six months of the date hereof.
 
 (c)  The
        Company is in compliance in all material respects with all currently applicable
        laws and regulations respecting wages, hours, occupational safety, or health,
        fair employment practices, and discrimination in employment terms and
        conditions, and is not engaged in any unfair labor practice. There are no
        pending claims against the Company under any workers compensation plan or
        policy
        or for long term disability. There are no proceedings pending or, to the
        Knowledge of the Company, threatened, between the Company and its
        employees.
 
 (d)  Section
        2.15 (a) of the
        Company Disclosure Letter sets forth a true, correct and complete list of
        Persons whose employment has been terminated by the Company in the 90 days
        prior
        to Closing.
  **Section
        2.16**  **Employee
        Benefits** .
 
 (a)  Neither
        the Company, its Subsidiaries nor any predecessor in interest thereof has
        maintained, or currently maintains, any Employee Benefit Plan. At no time
        has
        the Company, its Subsidiaries or any ERISA Affiliate been obligated to
        contribute to any “multi-employer plan” (as defined in Section 4001(a)(3) of
        ERISA). Neither the Company, its Subsidiaries nor any predecessor in interest
        thereof has any liabilities or obligations with respect to any Employee Benefit
        Plan.
  -
            18
            -
 (b)  Section
        2.16 (b) of the
        Company Disclosure Letter discloses each: (i) agreement with any director,
        executive officer or other key employee of the Company or its Subsidiaries,
        including (A) the benefits of which are contingent, or the terms of which
        are
        altered, upon the occurrence of a transaction involving the Company or its
        Subsidiaries of the nature of any of the transactions contemplated by this
        Agreement, (B) providing any term of employment or compensation guarantee
        or (C)
        providing severance benefits or other benefits after the termination of
        employment of such director, executive officer or key employee; (ii) agreement,
        plan or arrangement under which any person may receive payments from the
        Company
        or its Subsidiaries that may be subject to the tax imposed by Section 4999
        of the Code or included in the determination of such person’s “parachute
        payment” under Section 280G(b)(1) of the Code; and (iii) agreement or plan
        binding the Company or its Subsidiaries, including any option plan, stock
        appreciation right plan, restricted stock plan, stock purchase plan, severance
        benefit plan, or any Employee Benefit Plan, any of the benefits of which
        will be
        increased, or the vesting of the benefits of which will be accelerated, by
        the
        occurrence of any of the transactions contemplated by this Agreement 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.
 
 (c)  For
        purposes of this Agreement:
 
 (i)  “ ***Employee
        Benefit Plan*** ”
        means
        any “employee pension benefit plan” (as defined in Section 3(2) of the Employee
        Retirement Income Security Act of 1974, as amended), any “employee welfare
        benefit plan” (as defined in Section 3(1) of ERISA), and any other written or
        oral plan, agreement or arrangement involving direct or indirect compensation,
        including insurance coverage, severance benefits, disability benefits, deferred
        compensation, bonuses, options, or other forms of incentive compensation
        or
        post-retirement compensation; and
 
 (ii)  “ ***ERISA
        Affiliate*** ”
        means
        any entity which is a member of (i) a controlled group of corporations (as
        defined in Section 414(b) of the Code), (ii) a group of trades or businesses
        under common control (as defined in Section 414(c) of the Code), or (iii)
        an
        affiliated service group (as defined under Section 414(m) of the Code or
        the
        regulations under Section 414(o) of the Code), any of which includes the
        Company
        or its Subsidiaries.
  **Section
        2.17**  **Permits** . Section
        2.17 of the
        Company Disclosure Letter sets forth a true, correct and complete list of
        all
        material permits, licenses, registrations, certificates, orders or approvals
        from any Governmental Entity (including those issued or required under
        applicable export laws or regulations) (“ ***Permits*** ”)
        issued
        to or held by the Company and its subsidiaries. Such listed Permits are the
        only
        Permits that are required for the Company and its subsidiaries to conduct
        their
        business as presently conducted. Each such Permit is in full force and effect
        and to the Knowledge of the Company, no suspension or cancellation of such
        Permit is threatened and there is no basis for believing that such Permit
        will
        not be renewable upon expiration. Each such Permit will continue in full
        force
        and effect following the Closing.
  **Section
        2.18**  **Broker’s
        Fees** .
        Neither
        the Company nor any of its subsidiaries has any liability or obligation to
        pay
        any fees or commissions to any broker, investment banking firm, finder or
        agent
        with respect to the transactions contemplated by this Agreement.
  **Section
        2.19**  **Books
        and Records** .
 
 (a)  The
        books, records and accounts of the Company (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 and fairly reflect the transactions
        and dispositions of the assets of the Company, and (d) accurately
        and
        fairly reflect the basis for the Financial Statements. The Company has not
        undertaken any steps to establish 404 compliance.
  -
            19
            -
 **Section
        2.20**  **Banking
        Relationships and Investments** . Section
        2.20 of the
        Company Disclosure Letter sets forth sets forth a true, correct and complete
        list of all banks and financial institutions in which the Company has an
        account, deposit, safe-deposit box or borrowing relationship, factoring
        arrangement or other loan facility or relationship, including the names of
        all
        persons authorized to draw on those accounts or deposits, or to borrow under
        loan facilities, or to obtain access to such boxes. Section
        2.20 of the
        Company Disclosure Letter sets forth a true, correct and complete list of
        all
        certificates of deposit, debt or equity securities and other investments
        owned,
        beneficially or of record, by the Company (the “ ***Investments*** ”).
        The
        Company has good and legal title to all Investments.
  **Section
        2.21**  **Disclosure** .
        No
        representation or warranty by the Company contained in this Agreement, including
        any statement contained in the Company Disclosure Letter or any document
        delivered in connection herewith, contains any untrue statement of a material
        fact or omits to state any material fact necessary, in light of the
        circumstances under which it was made, in order to make the statements herein
        not misleading.
  **ARTICLE
        III**
 **Representations
        and Warranties of Parent, Buyer and Buyer Sub**
 
 Except
        as
        set forth in the Buyer Disclosure Letter attached to this Agreement (the
        “ ***Buyer
        Disclosure Letter*** ”),
        Buyer
        and Buyer Sub, jointly and severally, represent and warrant to the Company
        and
        the Selling Shareholders as follows:
  **Section
        3.1**  **Organization,
        Qualification and Corporation Power** .
        Each of
        Parent, Buyer and Buyer Sub (a) is a corporation duly organized, validly
        existing and in good standing under the laws of the jurisdiction in which
        it is
        organized and has the requisite corporate power and authority and any necessary
        governmental authority to own, operate or lease the properties that it purports
        to own, operate or lease and to carry on its business as it is now being
        conducted and proposed to be conducted, and (b) is duly qualified
        as a
        foreign corporation to do business, and is in good standing, in each other
        jurisdiction where the character of its properties owned, operated or leased
        or
        the nature of its activities makes such qualification necessary, except in
        the
        case of clause (b) for failures which, when taken together with all
        other
        such failures, would not have a Material Adverse Effect on Buyer. Buyer is
        a
        wholly owned subsidiary of Parent. Buyer Sub is a wholly owned Subsidiary
        of
        Buyer.
  **Section
        3.2**  **Capitalization** .
  (a)  The
        authorized capital stock of Parent consists of 600,000,000 shares of common
        stock, $0.001 par value (the “ ***Parent
        Common Stock*** ”),
        5,000,000 shares of preferred stock, $0.001 par value (the “ ***Parent
        Preferred Stock*** ”)
        and
        35,425 shares of Series A Convertible Preferred Stock, $0.001 par value (the
        “ ***Series
        A Preferred Stock*** ”).
        As of
        March 16, 2005, (i) 350,918,011 shares of Parent Common Stock were issued
        and
        outstanding and 35,425 shares of Series A Preferred Stock were issued and
        outstanding and (ii) 6,000,000 shares of Buyer Common Stock were reserved
        for issuance under the Company’s 2001 Equity Performance Plan; however this Plan
        has not been approved by the stockholders of Parent. All of the issued and
        outstanding shares of Parent Common Stock and Series A Preferred Stock (i)
        have
        been duly authorized and validly issued; (ii) are fully paid and nonassessable;
        (iii) are free and clear of all Liens; and (iv) are free of any other
        restriction (including any restriction on the right to vote, sell or otherwise
        dispose of such capital stock or other ownership interests). The certificates
        representing the Parent Common Stock are in proper form for the enforcement
        of
        the rights and limitations of rights pertaining to such Shares which are
        set
        forth in Parent’s certificate of incorporation, as amended, and bylaws. There
        are no declared or accrued but unpaid dividends with respect to any Parent
        Common Stock. All shares of Parent Common Stock were issued in compliance
        with
        applicable law. The
        shares of Parent Common Stock that comprise the Merger Consideration have
        been
        have been duly authorized and, when issued in accordance with the terms of
        this
        Agreement, will be validly issued, fully paid and nonassessable, free and
        clear
        of all Liens and any other restriction (including any restriction on the
        right
        to vote, sell or otherwise dispose of such capital stock or other ownership
        interests).
  -
            20
            -
 (b)  Except
        as
        disclosed on Section
        3.2 (b) of the
        Parent Disclosure Letter, there are no existing (i) options, warrants, calls,
        preemptive rights, subscriptions or other rights, convertible securities,
        agreements or commitments of any character obligating Buyer or any of its
        subsidiaries to issue, transfer or sell any shares of capital stock or other
        equity interest in, Buyer or any of its subsidiaries or securities convertible
        into or exchangeable for such shares or equity interests, (ii) contractual
        obligations of Parent or any of its Subsidiaries to repurchase, redeem or
        otherwise acquire any capital stock of Buyer or any of its Subsidiaries or
        (iii)
        voting trusts or similar agreements to which Parent or any of its Subsidiaries
        is a party with respect to the voting of the capital stock of Buyer or any
        of
        its Subsidiaries.
 
 (c)  The
        authorized capital stock of Buyer Sub consists of 1,000 shares of common
        stock,
        $0.001 par value (the “ ***Buyer
        Sub Common Stock*** ”),
        of
        which 1,000 shares were issued and outstanding. Buyer owns all of the issued
        and
        outstanding shares of Buyer Common Stock. Buyer owns all of the issued and
        outstanding shares of Buyer Sub Common Stock. All of the issued and outstanding
        shares of Buyer and Buyer Sub Common Stock (i) have been duly authorized
        and
        validly issued; (ii) are fully paid and nonassessable; (iii) are free and
        clear
        of all Liens; and (iv) are free of any other restriction (including any
        restriction on the right to vote, sell or otherwise dispose of such capital
        stock or other ownership interests). All shares of Buyer and Buyer Sub Common
        Stock were issued in compliance with applicable law.
  **Section
        3.3**  **Authority
        Relative to this Agreement** .
        Each of
        Parent, Buyer and Buyer Sub has the necessary corporate power and authority
        to
        enter into this Agreement and, subject to the filing of the Certificate of
        Merger, to carry out its obligations hereunder. The execution and delivery
        of
        this Agreement by Buyer and Buyer Sub and the consummation by them of the
        transactions contemplated hereby have been duly authorized by all necessary
        corporate action on the part of Buyer and Buyer Sub and, subject to the filing
        of the Certificate of Merger, no other corporate proceeding is necessary
        for the
        execution and delivery of this Agreement by Buyer and Buyer Sub, the performance
        by them of their respective obligations hereunder and the consummation by
        them
        of the transactions contemplated hereby. As of the Effective Time this Agreement
        has been duly executed and delivered by Parent, Buyer and Buyer Sub and,
        assuming the due authorization, execution and delivery of this Agreement
        by the
        Company, constitutes a legal, valid and binding obligation of each of Parent,
        Buyer and Buyer Sub, enforceable against each in accordance with its terms,
        except that (a) the enforceability hereof may be subject to applicable
        bankruptcy, insolvency or other similar laws, now or hereinafter in effect,
        affecting creditors’ rights generally, and (b) the general principles of equity
        (regardless of whether enforceability is considered at a proceeding at law
        or in
        equity).
  -
            21
            -
 **Section
        3.4**  **No
        Conflict; Required Filings and Consents** .
 
 (a)  The
        execution and delivery of this Agreement by each of Parent, Buyer and Buyer
        Sub
        do not, and the consummation by each of them of the transactions contemplated
        hereby will not, (i) conflict with or violate any law, court order,
        judgment or decree applicable to Parent, Buyer or Buyer Sub or by which any
        of
        their respective property is bound, (ii) violate or conflict with
        the
        Certificate of Incorporation or bylaws (or comparable organizational documents)
        of any of Parent, Buyer or Buyer Sub, or (iii) result in any breach
        of, or
        constitute a default (or an event which with notice or lapse of time of both
        would become a default) under, or give to others any rights of termination
        or
        cancellation of, or result in the creation of a Lien on any of the properties
        or
        assets of Parent or any of its Subsidiaries pursuant to, any contract,
        instrument, Permit or license to which Buyer or any of its Subsidiaries is
        a
        party or by which Parent or any of its Subsidiaries or their respective property
        is bound, except in the case of clauses (i) and (iii) for conflicts, violations,
        breaches or defaults which, individually or in the aggregate, would not have
        or
        result in a Material Adverse Effect on Buyer.
 
 (b)  Except
        for the filing of the Certificate of Merger, and applicable requirements,
        if
        any, under “takeover” or “blue sky” laws of various states, none of Parent,
        Buyer or Buyer Sub is required to submit any notice, report or other filing
        with
        any Governmental Entity in connection with the execution, delivery or
        performance of this Agreement or the consummation of the transactions
        contemplated hereby the failure of which to submit would, individually or
        in the
        aggregate, have or result in a Material Adverse Effect on Buyer. No waiver,
        consent, approval or authorization of any Governmental Entity or any third
        party
        is required to be obtained or made by Parent, Buyer or Buyer Sub in connection
        with its execution, delivery or performance of this Agreement the failure
        of
        which to obtain or make, individually or in the aggregate, would have or
        result
        in a Material Adverse Effect on Buyer.
  **Section
        3.5**  **SEC
        Reports** .
        Buyer
        has filed all forms, reports, schedules, registration statements, proxy
        statements and other documents (including any document required to be filed
        as
        an exhibit thereto) required to be filed by Parent with the Securities and
        Exchange Commission (“ ***SEC*** ”)
        since
        December 31, 2003. All such required forms, reports, schedules, registration
        statements, proxy statements and other documents (including those that Buyer
        may
        file subsequent to the date hereof) are referred to herein as the “ ***SEC
        Reports*** .”
        As of
        their respective dates, the SEC Reports (including any financial statements
        or
        schedules included or incorporated by reference therein) (i) were prepared
        in
        all material respects in accordance with the requirements of the Securities
        Act
        or the Securities Exchange Act of 1934 (the “ ***Exchange
        Act*** ”),
        as
        the case may be, and the rules and regulations of the SEC thereunder applicable
        to such SEC Reports and (ii) did not at the time they were filed (or if amended
        or superseded by a filing prior to the date of this Agreement, then on the
        date
        of such filing) contain any untrue statement of a material fact or omit to
        state
        a material fact required to be stated therein or necessary in order to make
        the
        statements therein, in light of the circumstances under which they were made,
        not misleading. As of the date hereof, there has not been any Material Adverse
        Effect with respect to Buyer that would require disclosure under the Securities
        Act.
  -
            22
            -
 **Section
        3.6**  **Buyer
        Sub** .
        Buyer
        Sub is not and has never been a party to any material agreement and has not
        conducted any activities other than in connection with the organization of
        Buyer
        Sub, the negotiation and execution of this Agreement and the consummation
        of the
        transactions contemplated hereby. Buyer Sub has not incurred or assumed any
        expenses or liabilities prior to the Closing.
  **Section
        3.7**  **Broker’s
        Fees** .
        Neither
        Buyer nor Buyer Sub has any liability or obligation to pay any fees or
        commissions to any broker, investment banking firm, finder or agent with
        respect
        to the transactions contemplated by this Agreement.
  **Section
        3.8**  **Restrictions
        on Transfer** .
        There
        are no restrictions on the transfer of Parent Common Stock issuable under
        this
        Agreement, other than restrictions imposed by applicable securities laws
        or as
        set forth in the Merger Documents.
  **Section
        3.9**  **Tax
        Matters** .
        To the
        Parent’s and the Buyer’s knowledge, after consulting with their respective
        independent auditors and tax advisors, neither the Parent, the Buyer nor
        any of
        their respective Affiliates has taken or agreed to take any action that would
        prevent the Merger from constituting a transaction qualifying as a
        reorganization under Section 368(a) of the Code.
  **Section
        3.10**  **Disclosure** .
        No
        representation or warranty by Parent, Buyer or Buyer Sub contained in this
        Agreement, including any statement contained in the Buyer Disclosure Letter
        or
        any document delivered in connection herewith, contains any untrue statement
        of
        a material fact or omits to state any material fact necessary, in light of
        the
        circumstances under which it was made, in order to make the statements herein
        not misleading.
  **ARTICLE
        IV**
 **Further
        Covenants and Assurances**
  **Section
        4.1**  **Securities
        Laws** .
 
 (a)  Parent,
        Buyer, Buyer Sub and the Company will take such steps as may be necessary
        to
        comply with the securities and blue sky laws of all jurisdictions which are
        applicable to the issuance of the Parent Common Stock in connection with
        the
        Merger. The Company will use commercially reasonable efforts to assist Buyer
        as
        may be necessary to comply with such securities and blue sky laws.
 
 (b)  So
        long
        as Buyer or any successor entity is subject to the reporting requirements
        of the
        Exchange Act, Buyer or such successor entity will timely file all reports
        required to be filed by it under the Securities Act and the Exchange Act,
        all to
        the extent required pursuant to Rule 144 to enable stockholders, who may
        receive
        Parent Common Stock under this Agreement, to sell Parent Common Stock pursuant
        to Rule 144 under the Securities Act (as such rule may be amended from time
        to
        time) or any similar rule or regulation hereafter adopted by the Securities
        and
        Exchange Commission.
  -
            23
            -
 **Section
        4.2**  **Public
        Announcements** .
        Parent
        and the Company will consult with each other before holding any press
        conferences, analyst calls or other meetings or discussions and before issuing
        any press release or other public announcements with respect to the transactions
        contemplated by this Agreement, including the Merger. The parties will provide
        each other the opportunity to review and comment upon any press release or
        other
        public announcement or statement with respect to the transactions contemplated
        by this Agreement, including the Merger, and will not issue any such press
        release or other public announcement or statement prior to such consultation,
        except as may be required by applicable law, court process or by obligations
        pursuant to any listing agreement with any national securities exchange.
        The
        parties agree that the initial press release or releases to be issued with
        respect to the transactions contemplated by this Agreement will be mutually
        agreed upon prior to the issuance thereof. In addition, the Company will,
        and
        will cause its Subsidiaries to consult with Buyer regarding communications
        with
        customers, stockholders and employees relating to the transactions contemplated
        by this Agreement.
  **Section
        4.3**  **Audited
        Financial Statements** .
        At the
        sole cost and expense of the Surviving Corporation, promptly after the Effective
        Time, a qualified certified public accountant shall be provided with access
        to
        the Books and Records and financial information of the Company and shall
        prepare
        an audited balance sheet dated as of the Closing Date (“ ***Audited
        Balance Sheet*** ”)
        and
        balance sheet, income statement and statement of cash flows for the year
        ended
        December 31, 2004 within sixty (60) days of the Effective Time (the ***“Audited
        Financial Statements”*** ).
        The
        Audited Financial Statements shall (a) be prepared in accordance with the
        books
        and records of the Company, (b) fairly present the financial condition of
        the
        Company at the date therein indicated and the results of operation for the
        period therein specified and (c) have been prepared in accordance with
        GAAP.
  **Section
        4.4**  **Adjustments
        in Merger Consideration** .
        The
        Merger Consideration due and payable to the Selling Shareholders in accordance
        with Section
        1.6 will be
        adjusted as follows:
  (a)  Reductions
        in Merger Consideration Prior to the Closing .
        If the
        Closing Balance Sheet reveals (i) trade payables and/or other debt in excess
        of
        $30,000 and/or (ii) cash and cash equivalents less than $0, the Merger
        Consideration **** shall
        be
        reduced by one dollar for every dollar of trade payables and./or debt in
        excess
        of $30,000 and/or cash and cash equivalents less than $0 on the Closing Balance
        Sheet.
 
 Reductions
        in Merger Consideration After Closing .
        If the
        Audited Balance Sheet reveals (i) trade payables and/or debt in excess of
        $30,000 that was not reported on the Closing Balance Sheet and/or (ii) cash
        and
        cash equivalents less than $0 not reported on the Closing Balance Sheet,
        the
        Merger Consideration shall be reduced by one dollar for every dollar of trade
        payables and/or debt in excess of $30,000 and/or cash and cash equivalents
        less
        than $0 reported on the Closing Balance Sheet.
  -
            24
            -
 
 **ARTICLE
        V**
 **Conditions
        of Merger**
  **Section
        5.1**  **Conditions
        to Obligations of Buyer and Buyer Sub to Effect the
        Merger** .
        The
        obligations of Parent, Buyer and Buyer Sub to effect the Merger will be subject
        to the satisfaction or waiver of the following conditions prior to the Effective
        Time:
 
 (a)  Representations
        and Warranties .
        Those
        representations and warranties of the Company and Selling Shareholders set
        forth
        in this Agreement will be true and correct in all material respects as of
        the
        Closing Date (except to the extent such representations and warranties expressly
        relate to a specific date in which case such representations and warranties
        will
        be true and correct as of such date). Buyer shall receive a certificate to
        such
        effect executed by the Company’s Chief Executive Officer.
 
 (b)  Agreements
        and Covenants .
        The
        Company and Selling Shareholders shall have performed in all material respects
        all obligations and complied in all material respects with all agreements
        and
        covenants of the Company and the Selling Shareholders required to be performed
        or complied with by it under this Agreement. The Buyer shall receive a
        certificate to such effect executed by the Company’s Chief Executive
        Officer.
 
 (c)  Certificate
        of Secretary .
        Buyer
        will have received from the corporate secretary of the Company a certificate
        (i) certifying the Company Certificate of Incorporation and By-Laws,
        (ii) certifying the resolutions of the board of directors of the Company,
        (iii) certifying the resolutions of the stockholders of the Company
        and
        (v) attesting to the incumbency of the officers of the
        Company.
 
 (d)  Required
        Consents .
        Any
        consent, authorization, order or approval of (or filing or registration with)
        any third party identified by Buyer on Schedule 5.1(d) will have been obtained
        or made.
  (e)  Certificates .
        The
        Company shall have delivered to the Buyer (i) corporate good standing
        certificates issued by the appropriate governmental authority, as of the
        most
        recent practicable date, which date shall be within five (5) days of the
        Closing, as to the good standing of the Company in the Commonwealth of
        Massachusetts and in each jurisdiction in which it is qualified to do business.
        Nothing in this  Section
        5.1 (e) shall
        relieve the Company disclosing any exceptions to the representation made
        in Section
        2.1 of this
        Agreement.
 
 (f)  Closing
        Balance Sheet .
        Buyer
        will have received from the Company, a projected closing balance sheet, dated
        as
        of the Closing Date, attached hereto as Exhibit
        B .
 
 (g)  Employment
        Agreements .
        The
        Surviving Corporation and Mr. Martin Levetin shall have executed an Employment
        Agreement in substantially the form of Exhibit
        C attached
        hereto dated on or before the Closing Date (to become effective on the Closing
        Date).
  (h)  Consulting
        Agreements .
        The
        Surviving Corporation and Messrs. Weber, Barnell and Edmiston (or their
        affiliated entities) shall have executed Consulting Agreements, in substantially
        the form of Exhibit
        D ,
        attached hereto dated on or before the Closing Date (to become effective
        on eh
        Closing Date).
  -
            25
            -
 **Section
        5.2**  **Conditions
        to Obligations of the Company and the Selling Shareholders to Effect the
        Merger** .
        The
        obligations of the Company and the Selling Shareholders to effect the Merger
        will be further subject to the satisfaction or waiver of the following
        conditions prior to the Effective Time:
 
 (a)  Representations
        and Warranties .
        Those
        representations and warranties of Parent, Buyer and Buyer Sub set forth in
        this
        Agreement will be true and correct in all material respects as of the Closing
        Date (except to the extent such representations and warranties expressly
        relate
        to a specific date in which case such representations will be true and correct
        as of such date). The Company shall receive a certificate to such effect
        executed by the Buyer’s Chief Executive Officer.
 
 (b)  Agreements
        and Covenants .
        Parent,
        Buyer and Buyer Sub shall have performed in all material respects all
        obligations and complied in all material respects with all agreements and
        covenants of Buyer and Buyer Sub required to be performed or complied with
        by
        them under this Agreement. The Company shall receive a certificate to such
        effect executed by the Buyer’s Chief Executive Officer.
 
 (c)  Certificate
        of Secretary .
        The
        Company will have received from the corporate secretary of each of Parent,
        Buyer
        and Buyer Sub a certificate (i) certifying Buyer’s Certificate of
        Incorporation, Buyer’s Certificate of Incorporation and Buyer Sub’s Certificate
        of Incorporation, (ii) certifying the bylaws of Buyer and Buyer Sub,
        (iii) certifying the resolutions of the board of directors of Buyer
        and
        Buyer Sub and (iv) certifying the resolutions of the stockholder of
        Buyer
        Sub.
 
 (d)  Employment
        Agreements .
        The
        Surviving Corporation and Mr. Martin Levetin shall have executed an Employment
        Agreement in substantially the form of Exhibit
        C attached
        hereto dated on or before the Closing Date (to become effective on the Closing
        Date).
 
 (e)  Consulting
        Agreements .
        The
        Surviving Corporation and Messrs. Weber, Barnell and Edmiston (or their
        affiliated entities) shall have executed Consulting Agreements, in substantially
        the form of Exhibit
        D ,
        attached hereto dated on or before the Closing Date (to become effective
        on eh
        Closing Date).
  **ARTICLE
        VI**
 **Survival
        and Indemnification** ****
  **Section
        6.1**  **Survival
        of Representations** .
        All
        representations, warranties and covenants of the parties contained in this
        Agreement will remain operative and in full force and effect, regardless
        of any
        investigation made by or on behalf of the other parties to this Agreement,
        until
        the earlier of the termination of this Agreement or one (1) year after the
        Closing Date (the ***“Survival
        Period”*** ),
        whereupon such representations, warranties and covenants will expire (except
        for
        covenants that by their terms survive for a longer period).
  **Section
        6.2**  **Indemnification
        of Buyer** .
        Subject
        to the limitations set forth in this Article VI, the Company and Selling
        Shareholders agree to jointly and severally indemnify and hold harmless Buyer
        and its officers, directors, agents and employees, and each person, if any,
        who
        controls or may control Buyer within the meaning of the Securities Act from
        and
        against any and all claims, demands, actions, causes of actions, losses,
        costs,
        damages, liabilities and expenses including, without limitation, reasonable
        legal fees (hereinafter referred to as “ ***Damages*** ”):
 
 -
            26
            -
 (a)  Arising
        out of any misrepresentation or breach of or default in connection with any
        of
        the representations, warranties and covenants given or made by the Company
        in
        this Agreement or any certificate, document or instrument delivered by or
        on
        behalf of the Company pursuant hereto; or
 
 (b)  Resulting
        from any failure of the Selling Shareholders to have good, valid and marketable
        title to the issued and outstanding Company Stock held by them, free and
        clear
        of all liens, claims, pledges, options, adverse claims, assessments or charges
        of any nature whatsoever, or to have full right, capacity and authority to
        vote
        such Company Stock in favor of the Merger and the other transactions
        contemplated by the Merger Agreement.
 
 The
        foregoing are collectively referred to as the ***“Buyer
        Indemnity Claims.”***
  **Section
        6.3**  **Indemnification
        of Selling Shareholders and Company** .
        Subject
        to the limitations set forth in this Article VI, the Buyer and Buyer Sub
        agree
        to jointly and severally indemnify and hold harmless the Selling Shareholders
        and their respective heirs, successors and assigns, and Company and its
        officers, directors, agents and employees, from and against any and all Damages:
 
 (a)  Arising
        out of any misrepresentation or breach of or default in connection with any
        of
        the representations, warranties and covenants given or made by the Buyer
        or
        Buyer Sub in this Agreement or any certificate, document or instrument delivered
        by or on behalf of the Buyer or Buyer Sub pursuant hereto; or
 
 (b)  Resulting
        from any failure of Parent to deliver good, valid and marketable title to
        the
        fully paid nonassessable shares of Parent Common Stock constituting all or
        any
        part of the Merger Consideration, free and clear of all liens, claims, pledges,
        options, adverse claims, assessments or charges of any nature whatsoever,
        or to
        have full right, capacity and authority to cause all of the shares representing
        such Parent Common Stock to be issued to the Selling Shareholders in connection
        with the conversion of each share of the Company Stock as contemplated by
        the
        Merger Agreement.
 
 The
        foregoing are collectively referred to as the ***“Selling
        Shareholders and Company Indemnity Claims.”*** **** The
        Selling Shareholders and Company Indemnity Claims together with the Buyer
        Indemnity Claims are collectively referred to as the ***“Indemnity
        Claims.”*** ****
  **Section
        6.4**  **General
        Notice and Procedural Requirements for Indemnity Claims** .
        Notwithstanding the foregoing, the party or person having the indemnity
        obligation under this Article VI (the ***“Indemnifying
        Party”*** ),
        shall
        be obligated to indemnify and hold harmless the party or person entitled
        to
        indemnity under this Article VI (the ***“Indemnified
        Party”*** ),
        only
        with respect to any Indemnity Claims of which the Indemnified Party notifies
        with specificity the Indemnifying Party in accordance with Section
        7.1 of this
        Agreement and, if applicable, within the following time period: (i) with
        regard
        to any representation or warranty under this Agreement, prior to the end
        of the
        Survival Period of such representation or warranty; or (ii) with regard to
        any
        covenant under this Agreement which by its terms expires, prior to the end
        of
        the survival period relating to such covenant.
  -
            27
            -
 **Section
        6.5**  **Notice
        and Procedural Requirements for Third Party Claims** .
        If a
        complaint, claim or legal action is brought by a third party (a “ ***Third
        Party Claim*** ”)
        as to
        which an Indemnified Party is entitled to indemnification, the Indemnified
        Party
        shall give written notice of such Third Party Claim to the Indemnifying Party
        in
        accordance with Section
        7.1 of this
        Agreement promptly after the Indemnified Party receives notice thereof, which
        notice shall include a copy of any letter, complaint or similar writing received
        by the Indemnified Party; provided however, that any failure to provide or
        delay
        in providing such information shall not constitute a bar or defense to
        indemnification except to the extent the Indemnifying Party has been prejudiced
        thereby.
 
 The
        Indemnifying Party shall have the right to assume the defense of such Third
        Party Claim with counsel reasonably satisfactory to the Indemnified Party.
        After
        notice from the Indemnifying Party to the Indemnified Party of the Indemnifying
        Party’s election so to assume the defense of such Third Party Claim, the
        Indemnifying Party shall not be liable to the Indemnified Party for any legal
        or
        other expenses subsequently incurred by the Indemnified Party in connection
        with
        the defense of such Third Party Claim except as hereinafter provided. If
        the
        Indemnifying Party elects to assume such defense and select counsel, the
        Indemnified Party may participate in such defense through its own separate
        counsel, but the fees and expenses of such counsel shall be borne by the
        Indemnified Party unless: (i) otherwise specifically agreed by the Indemnifying
        Party, or (ii) counsel selected by the Indemnifying Party determines that
        because of a conflict of interest between the Indemnifying Party and the
        Indemnified Party such counsel for the Indemnifying Party cannot adequately
        represent both parties in conducting the defense of such action. In the event
        the Indemnified Party maintains separate counsel because counsel selected
        by the
        Indemnifying Party has determined that such counsel cannot adequately represent
        both parties because of a conflict of interest between the Indemnifying Party
        and the Indemnified Party, then the Indemnifying Party shall not have the
        right
        to direct the defense of such Third Party Claim on behalf of the Indemnified
        Party.
 
 The
        failure of the Indemnifying Party to notify an Indemnified Party of its election
        to defend such Third Party Claim within thirty (30) days after notice thereof
        was given to the Indemnifying Party shall be deemed a waiver by the Indemnifying
        Party of its rights to defend such Third Party Claim.
 
 If
        the
        Indemnifying Party assumes the defense of a Third Party Claim, the obligations
        of the Indemnifying Party shall include taking all steps reasonably necessary
        in
        the defense of such Third Party Claim and holding the Indemnified Party harmless
        from and against any and all Damages caused or arising out of any settlement
        approved by the Indemnified Party or any judgment in connection with the
        claim
        or litigation.
 
 If
        the
        Indemnifying Party does not assume the defense of such Third Party Claim
        in
        accordance with this Section, the Indemnified Party may defend against such
        claim or litigation in such manner as it deems appropriate; provided, however,
        that the Indemnified Party may not settle such Third Party Claim without
        the
        prior written consent of the Indemnifying Party; provided that the Indemnifying
        Party may not withhold such consent unless it has provided security of a
        type
        and in an amount reasonably acceptable to the Indemnified Party for the payment
        of its indemnification obligations with respect to such Third Party Claim.
        The
        Indemnifying Party shall promptly reimburse the Indemnified Party for the
        amount
        of Damages caused or arising out of any judgment rendered with respect to
        such
        Third Party Claim, and for all costs and expenses incurred by the Indemnified
        Party in the defense of such claim.
 
 -
            28
            -
 The
        Indemnifying Party may settle any Third Party Claim in its sole discretion
        without the prior written consent of the Indemnified Party, provided that
        such
        settlement involves only the payment of cash by the Indemnifying Party to
        the
        claimant and does not impose any other obligation on the Indemnifying Party
        or
        any liability or obligation on the Indemnified Party.
  **Section
        6.6**  **Notice
        and Procedural Requirements for Direct Claims** .
        Any
        claim for indemnification by an Indemnified Party on account of Damages which
        do
        not result from a Third Party Claim (a ***“Direct
        Claim”*** )
        shall
        be asserted by giving the Indemnifying Party reasonably prompt notice thereof
        in
        accordance with Section 7.1 of this Agreement; provided, however, that any
        failure to provide, or delay in providing, such notification shall not
        constitute a bar or defense to indemnification except to the extent the
        Indemnifying Party has been prejudiced thereby. After receiving notice of
        a
        Direct Claim, the Indemnifying Party will have a period of thirty (30) days
        within which to respond in writing to such Direct Claim. If the Indemnifying
        Party rejects such claim or does not respond within such thirty (30) day
        period
        (in which case the Indemnifying Party will be deemed to have rejected such
        claim), the Indemnified Party will be free to pursue such remedies as may
        be
        available to the Indemnified Party on the terms and subject to the provisions
        of
        this Article VI.
 
 **Section
        6.7**  **Limitations** **.** Notwithstanding anything to the contrary herein, (i) the aggregate
        liability of the Selling Shareholders for Damages under this Article VI
        shall not exceed the Fair Market Value (as defined below) of the General
        Escrow
        Shares and the General Escrow Dividends and (ii)  each Selling
        Shareholder shall only be liable for his, her or its Pro Rata Share of the
        Damages for which the Selling Shareholders are liable under this Article
        VI. For
        purposes hereof, the Fair Market Value of the General Escrow Shares shall
        be the
        equal to the the average of the last reported sale prices per share of the
        Parent Common Stock on the Over the Counter Market (or other applicable exchange
        at the relevant time) over the five consecutive trading days ending on the
        trading day that is two trading days prior to the date on which the Claim
        in
        question is resolved.
 
 **Section
        6.8**  **Escrow** **.** The
        Escrow Agreement shall be the exclusive means for the Buyer to collect any
        Damages for which it is entitled to indemnification under this
        Article VI.
 
 **Section
        6.9**  **Exclusive
        Remedy.** Except
        with respect to claims based on fraud, after the Closing, the rights of the
        Indemnified Parties under this Article VI and the Escrow Agreement
        shall be
        the exclusive remedy of the Indemnified Parties with respect to claims resulting
        from or relating to any misrepresentation, breach of warranty or failure
        to
        perform any covenant or agreement contained in this Agreement.
 
 -
            29
            -
 **ARTICLE
        VII**
 **General
        Provisions**
  **Section
        7.1**  **Notices** .
        All
        notices and other communications given or made pursuant hereto will be in
        writing and will be deemed to have been duly given or made (a) as
        of the
        date delivered, if delivered personally or by overnight courier, (b) on
        the
        third Business Day after deposit in the U.S. mail, if mailed by registered
        or
        certified mail (postage prepaid, return receipt requested), or (c) when
        successfully transmitted by facsimile (with a confirming copy of such
        communication to be sent as provided in clauses (a) or (b) above), and, in
        each
        case to the parties at the following addresses or facsimile number (or at
        such
        other address for a party as will be specified by like notice, except that
        notices of changes of address will be effective upon receipt):
 
 (a)  If
        to
        Parent, Buyer or Buyer Sub:
 
 Mobilepro
        Corp.
 6701
        Democracy Blvd., Suite 300
 Bethesda,
        MD 20817
 Attention:  Jay
        O.
        Wright, President and CEO
 Facsimile:  (301)
        315-9040
 
 With
        a
        copy (which will not constitute notice) to:
 
 Geoffrey
        B. Amend. Esq.
 309
        S.
        Laura, Suite 210
 Wichita,
        KS 67211
 Facsimile:  (316)
        269-1021
 
 -
            30
            -
 (b)  If
        to the
        Company or the Principals:
 
 By
        overnight courier
 Martin
        Levetin
 1
        Second
        Point Road
 Moultonborough,
        NH 03254
 Facsimile:
        603-253-9352
 
 By
        US
        mail
 Martin
        Levetin
 PO
        Box
        626
 Center
        Harbor, NH 03226
 Facsimile:
        603 253 9352
 
 With
        a
        copy (which will not constitute notice) to:
 
 Wilmer
        Cutler Pickering Hale and Dorr LLP
 1100
        Winter Street
 Waltham,
        MA 02154
 Attention:
        Michael D. Bain, Esq.
 Facsimile:
        781-966-2100
 
 For
        purposes of this Agreement, a “Business Day” shall mean any day that is not a
        Saturday, a Sunday or other day on which banking organizations in Washington,
        D.C. are authorized or required by law to close.
  **Section
        7.2**  **Expenses** .
        All
        fees, costs and expenses incurred in connection with this Agreement and the
        transactions contemplated hereby will be paid by the party incurring such
        fees,
        costs and expenses.
  **Section
        7.3**  **Amendment** .
        This
        Agreement may not be amended except by an instrument in writing signed by
        the
        parties hereto.
  **Section
        7.4**  **Entire
        Agreement** .
        This
        Agreement and the schedules and exhibits attached hereto, constitute the
        entire
        agreement and supersede any and all other prior agreements and undertakings,
        both written and oral, among the parties, or any of them, with respect to
        the
        subject matter hereof.
  **Section
        7.5**  **No
        Third-Party Beneficiaries** .
        Except
        for the parties hereto, this Agreement is not intended to confer upon any
        other
        Person any rights or remedies hereunder.
  **Section
        7.6**  **Assignment** .
        This
        Agreement will not be assigned by operation of law or otherwise, except that
        Buyer and Buyer Sub may assign all or any of their rights hereunder to any
        Affiliate of Buyer; provided , however ,
        that no
        such assignment will relieve the assigning party of its obligations hereunder.
        This Agreement will be binding upon, and will be enforceable by and inure
        to the
        benefit of the parties hereto and their respective successors and
        assigns.
  -
            31
            -
 **Section
        7.7**  **Severability** .
        If any
        term or other provision of this Agreement is invalid, illegal or incapable
        of
        being enforced by any rule of law, or public policy, all other conditions
        and
        provisions of this Agreement will nevertheless remain in full force and effect
        so long as the economic or legal substance of the transactions contemplated
        hereby is not affected in any manner adverse to any party. Upon such
        determination that any term or other provision is invalid, illegal or incapable
        of being enforced, the parties hereto will negotiate in good faith to modify
        this Agreement so as to effect the original intent of the parties as closely
        as
        possible in an acceptable manner to the end that transactions contemplated
        hereby are fulfilled to the maximum extent possible.
  **Section
        7.8**  **Governing
        Law** .
        This
        Agreement will be governed by, and construed in accordance with, the Laws
        of the
        State of Delaware applicable to contracts executed in and to be performed
        entirely within that State.
  **Section
        7.9**  **Headings;
        Interpretation** .
        The
        headings contained in this Agreement are for reference purposes only and
        will
        not affect in any way the meaning or interpretation of this Agreement. Whenever
        the words “ ***include*** ,”“ ***includes*** ”
        or
“ ***including*** ”
        are
        used in this Agreement, they will be understood to be followed by the words
        “ ***without
        limitation*** .”
  **Section
        7.10**  **Construction** .
        In the
        event of an ambiguity or question of intent or interpretation arises, this
        Agreement will be construed as if drafted jointly by the parties and no
        presumption or burden of proof will arise favoring or disfavoring any party
        by
        virtue of the authorship of any provisions of this Agreement.
  **Section
        7.11**  **Counterparts** .
        This
        Agreement may be executed in one or more counterparts, and by the different
        parties hereto in separate counterparts, each of which when executed will
        be
        deemed to be an original but all of which will constitute one and the same
        agreement.
  **Section
        7.12**  **Confidentiality** .
        The
        Company and Buyer each recognize that they have received and will receive
        confidential information concerning the other during the course of the Merger
        negotiations and preparations. Accordingly, the Company and Buyer 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 is
        clearly designated in writing as confidential at the time of disclosure,
        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, (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.
 
 *
        *
        *
 
  -
            32
            -
   **IN
        WITNESS WHEREOF** ,
        Parent,
        Buyer, Buyer Sub, the Company and the Selling Shareholders have executed
        this
        Agreement as of the date first written above.
 
 **MOBILEPRO
        CORP.**
 
 
 By:
 Name:  Jay
        O.
        Wright
 Title:  President
        and CEO
 
 **NEOREACH,
        INC.**
 
 
 By:
 Name:  Bruce
        Sanguinetti
 Title:  President
 
 **NEOREACH
        WIRELESS, INC.**
 
 By:
 Name:  Bruce
        Sanguinetti
 Title:  President
 
 **EVERGREEN
        OPEN BROADBAND, INC.**
 
 By:
 
 
 **PRINCIPALS**
  MARTIN
        LEVETIN
 
 RICHARD EDMISTON
 
 JOSEPH JEROME BARNELL III
 
 ROBERT WEBER
 
 
 **[Signature
        Page to Agreement and Plan of Merger]**
 
  
   **EXHIBIT
        A**
 
 **ESCROW
        AGREEMENT**
 
 
  A-1
   
 EXHIBIT
        B
 
 **CLOSING
        BALANCE SHEET**
 
 
 
 
  B-1
   
 **EXHIBIT
        C**
 
 **EMPLOYMENT
        AGREEMENT**
 
 
 
 
  C-1
   
 EXHIBIT
        D
 
 **CONSULTING
        AGREEMENT**
 
 D-1