AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “ Agreement ”) is made and entered into as of January 16, 2007, by and among HOMASSIST CORPORATION, a Nevada corporation (the “ Parent ”), TFP SUB, INC., a California corporation (the “ Merger Sub ”), THE FAMILY POST, INC., a California corporation (the “ Company ”), and the shareholders of the Company (each, a “ Shareholder ” and collectively, the “ Shareholders ) who are signatories to a certain shareholder consent dated January 3, 2007 authorizing this transaction (“Shareholder Consent” attached hereto as Exhibit A). Capitalized terms used in this Agreement without definition shall have the meanings set forth or referenced in Article VIII .

WHEREAS, the Shareholders are collectively the beneficial and record owners of all of the issued and outstanding capital stock of the Company, comprised of 16,478,175 shares of common stock, no par value per share (collectively, the “ Company Shares ”); and

WHEREAS, the respective Boards of Directors of the Parent, Merger Sub, the Shareholders and the Company have approved the merger (the “ Merger ”) of the Company into Merger Sub on the terms and subject to the conditions set forth in this Agreement, whereby each issued Company Share not owned by the Parent, Merger Sub, or the Company shall be converted into the right to receive the Merger Consideration (as defined in Section 2.1 below); and

WHEREAS, the Parent, as the sole stockholder of Merger Sub, will approve this Agreement immediately following the execution of this Agreement; and

WHEREAS, for Federal income tax purposes it is intended that the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “ Code ”); and

WHEREAS, the Parent, Merger Sub, and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.1       The Merger . On the terms and subject to the conditions set forth in this Agreement, and in accordance with the California General Corporation Law (the “ CGCL ”), the Company shall be merged with and into Merger Sub at the Effective Time. At the Effective Time and as a result of the Merger, the separate corporate existence of the Company shall cease and Merger Sub shall continue as the surviving entity (the “ Surviving Entity ”). The Merger, the issuance by the Parent of shares of common stock, par value $0.001 per share, of the Parent (the “ Parent Common Stock ”) in connection with the Merger (the “ Share Issuance ”) and the other transactions contemplated by this Agreement are referred to in this Agreement as the “ Transactions .”

1.2       Closing . The closing (the “ Closing ”) of the Merger shall take place at the offices of Spectrum Law Group, 1900 Main Street, Suite 125, Irvine, CA 92614 at 10:00 a.m., Pacific Daylight Time, on the third (3 ^rd ) Business Day following the satisfaction (or, to the extent permitted by Law, waiver by the party or parties entitled to the benefits thereof) of the conditions set forth in Sections 5.1 and 5.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other place, time and date as shall be agreed in writing by the Parent and the Company. The date on which the Closing occurs is referred to in this Agreement as the “ Closing Date .”

1.3       Effective Time . Prior to the Closing, the Parent shall prepare, and on the Closing Date, the Surviving Entity shall file with the Secretary of State of the State of California, a certificate of merger or other appropriate documents (in any such case, the “ Certificate of Merger ”) executed in accordance with the relevant provisions of the CGCL and shall make all other filings or recordings required under the CGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with such Secretary of State on the Closing Date, or at such later time as the Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being the “ Effective Time ”).

1.4       Effect of the Merger . At the Effective Time, the effect of the Merger shall be as provided herein and in the applicable provisions of the CGCL.

1.5       Articles of Incorporation and By-laws .

(a)      The articles of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the articles of incorporation of the Surviving Entity until thereafter changed or amended as provided therein or by the CGCL or applicable Law.

(b)      The by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Entity until thereafter changed or amended as provided therein or by applicable Law.

1.6       Directors . The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Entity, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

1.7       Officers . The officers of the Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Entity, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.

2.1       Effect on Capital Stock . At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Shares or any shares of capital stock of Merger Sub:

(a)       Capital Stock of Merger Sub . Each issued and outstanding share of capital stock of Merger Sub shall continue to be issued and outstanding and shall constitute the only issued and outstanding shares of the Surviving Entity.

(b)       Cancellation of Treasury Stock and Parent-Owned Stock . Each Company Share that is owned by the Company, Parent or Merger Sub (or any direct or indirect wholly-owned subsidiary of Parent or Merger Sub) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no cash, Parent Common Stock or other consideration shall be delivered or deliverable in exchange therefor.

(c)       Conversion of Company Shares .

(1)      Subject to Sections 2.1(b) and 2.1(d), each issued and outstanding Company Share outstanding prior to the Effective Time shall be converted into the right to receive: pro-rata portion of Thirty Seven Million One Hundred Seventy Three Thousand Three Hundred Eighty Five (37,173,385) shares of Parent Common Stock (the “ Merger Consideration ”);

(2)      As of the Effective Time, all such Company Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Company Shares shall cease to have any rights with respect thereto, except the right to receive Merger Consideration upon surrender of such certificate in accordance with Section 2.2.

(d)       Dissenters Rights . Notwithstanding anything in this Agreement to the contrary, Company Shares (“ Dissenter Shares ”) that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands payment for such Dissenter Shares pursuant to, and who complies in all respects with, Sections 1300 et. seq. of the CGCL (the “ Dissenter Rights ”) shall not be converted into Merger Consideration as provided in Section 2.1(c)(1), but rather the holders of Dissenter Shares shall be entitled to payment for such Dissenter Shares in accordance with the Dissenter Rights; provided, however , that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment under the Dissenter Rights, then the right of such holder to be paid in accordance with the Dissenter Rights shall cease and such Dissenter Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in Section 2.1(c)(1). The Company shall serve prompt notice to the Parent of any written notice of intent to demand payment, or any written demand for payment, received by the Company in respect of any Company Shares, and the Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of the Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

2.2       Exchange of Certificates .

(a)       Exchange Agent . Spectrum Law Group shall serve as Exchange Agent (the “ Exchange Agent ”) for payment of Merger Consideration upon surrender of certificates representing Company Shares. Promptly following the Effective Time, Parent shall reserve and/or deposit with the Exchange Agent, for the benefit of the holders of Company Shares, for exchange in accordance with this Article II, through the Exchange Agent: certificates representing the number of shares of Parent Common Stock issuable and pursuant to Section 2.1(c) in exchange for outstanding Company Shares. The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued pursuant to Section 2.1.

(b)       Exchange Procedures . As soon as reasonably practicable after the Effective Time, each holder of record of a certificate or certificates (the “ Certificates ”) that, immediately prior to the Effective Time, represented outstanding Company Shares whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.1(c) shall surrender such holder’s Certificate for cancellation to the Company and/or the Exchange Agent (or to such other agent or agents as may be appointed by Parent) together with a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Parent and shall be in such form and have such other provisions as Parent may reasonably specify), duly executed, and such other documents as may reasonably be required by the Parent or the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefore the holder’s pro rata portion of the Merger Consideration, into which the aggregate number of Company Shares previously represented by such Certificate shall have been converted pursuant to Section 2.1(c), and the Certificate so surrendered shall forthwith be canceled. Thereafter, such holder shall be treated as a holder of Parent Common Stock for purposes of voting or quorum for any meeting of the stockholders of Company. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Shares theretofore represented by such Certificate have been converted pursuant to Section 2.1(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

(c)       Restricted Securities . The shares of Parent Common Stock (i) shall not be registered under the Securities Act or any state securities laws, (ii) will be offered and sold in reliance upon exemptions provided in the Securities Act and state securities laws for transactions not involving any public offering, and (iii) therefore, shall constitute “restricted securities” within the meaning of the Securities Act and cannot be resold or transferred unless they are subsequently registered under the Securities Act and such applicable state securities laws or unless an exemption from such registration is available.

(d)       Investment Representation Letters . On or before the Closing Date, each of the Shareholders shall execute and deliver an Investment Representation Letter, in the form attached hereto as Exhibit B (the “ Investor Representation Letter ”), which contains certain representations designed to confirm the availability to the Parent of the exemption from registration under Rule 506 of the Securities Act in connection with the issuance of the Parent Common Stock pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, in the event that any Shareholder (a “ Defaulting Shareholder ”) is unable or fails to execute and deliver an Investor Representation Letter in favor of the Parent, or the Parent has a reasonable basis to believe that the representations of such Shareholder in the Investor Representation Letter are not true and correct in any material respects, then the Parent may in its sole and absolute discretion refuse to issue the Merger Consideration allocable to the Defaulting Shareholder.

(e)       No Further Ownership Rights in Company Shares . The Merger Consideration paid and/or issued in accordance with the terms of this Article II upon conversion of any Company Shares shall be deemed to have been paid and/or issued in full satisfaction of all rights pertaining to such Company Shares, subject, however, to the Surviving Entity’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such Company Shares in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Entity of Company Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates formerly representing Company Shares are presented to the Surviving Entity or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.

(f)       Income Tax Treatment . It is intended by the parties hereto that the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The parties hereto hereby adopt this Agreement as a “plan of reorganization” within the meanings of Sections 1.368-2(g) and 1.368-3(a) of the U.S. Treasury Regulations promulgated under the Code.

2.3       Company Equity Awards .

(a)      At the Effective Time, each Company Stock Option then outstanding, whether or not then exercisable, shall be assumed by Parent and converted into an option to purchase Parent Common Stock in accordance with this Section 2.3(a). Each Company Stock Option so converted shall continue to have, and be subject to, the same terms and conditions as set forth in the applicable Company Stock Option and any agreements thereunder immediately prior to the Effective Time. Notwithstanding the foregoing, the conversion of any Company Stock Options which are “incentive stock options,” within the meaning of Section 422 of the Code, into options to purchase Parent Common Stock shall be made so as not to constitute a “modification” of such Company Stock Options within the meaning of Section 424 of the Code.

(b)      Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise or settlement of the Company Stock Options being assumed or settled in accordance with this Section 2.3.

3.1       Representations and Warranties concerning the Company . The Company hereby represent and warrant to the Parent as follows:

(a)       Authority . The Company has the corporate power and authority to enter into and deliver this Agreement and each of the other agreements, certificates, instruments and documents contemplated hereby (collectively, the “ Ancillary Documents ”) to which it is a party, to carry out its obligations hereunder and under any Ancillary Document and to consummate the transactions contemplated hereby and by the Ancillary Documents. All actions, authorizations and consents required by Law for the execution, delivery, and performance by the Company of this Agreement and each Ancillary Document to which it is a party, and the consummation of the transactions contemplated hereby and thereby, have been properly taken or obtained, including without limitation, the approval of this Agreement and the transactions contemplated by it by the Board of Directors of the Company.

(b)       Execution and Delivery . This Agreement has been, and each Ancillary Document to which the Company is a party will be at the Closing, duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms and conditions, except as enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency or other similar laws affecting or relating to creditors’ rights generally or by general principles of equity.

(c)       No Conflicts . Except as set forth on Schedule 3.1(c) , the execution, delivery and performance by the Company of this Agreement and each Ancillary Document to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not violate, conflict with or result in a breach of any term, condition or provision of, or require the consent of any Person under, or result in the creation of or right to create any Lien upon any of the assets of the Company under, (i) any Laws to which the Company or any of its assets are subject, (ii) any permit, judgment, order, writ, injunction, decree or award of any Governmental Authority to which the Company or any of its assets are subject, (iii) the articles of incorporation or bylaws of the Company, or (iv) any license, indenture, promissory note, bond, credit or loan agreement, lease, agreement, commitment or other instrument or document to which the Company is a party or by which the Company or any of its assets are bound.

(d)       Governmental Consents . No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority, is required to be obtained by the Company in connection with or as a result of the execution and delivery of this Agreement or any of the Ancillary Documents, or the performance of its obligations hereunder and thereunder.

(e)       Organization, Standing and Qualification . The Company is a corporation duly incorporated, validly existing, and in good standing under the Laws of the State of California. The Company has corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, to use its name and is duly qualified, licensed or authorized to do business and in good standing, in each jurisdiction where the nature of the activities conducted by it or the character of the properties owned, leased or operated by it require such qualification, licensing or authorization. Each such jurisdiction is identified on Schedule 3.1(e) . The Company’s corporate minute books reflect all resolutions approved and other actions taken by its shareholders or Board of Directors and any committees thereof since the date of its incorporation. The Shareholders or the Company have previously delivered to the Parent true, correct and complete copies of the Articles of Incorporation and Bylaws of the Company, each as currently in effect (collectively, the “ Organization Documents ”).

(f)       Capitalization . The authorized capital stock of the Company consists solely of 27,000,000 shares of common stock, of which 16,478,175 shares are issued and outstanding. As of the date hereof, each Shareholder owns of record such number of shares of Common Stock as is set forth opposite such Shareholder’s name on Schedule 3.1(f) . The Company Shares constitute all of the issued and outstanding capital stock of the Company. All of the issued and outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable. No shares of Common Stock are held in treasury. Except as disclosed in Schedule 3.1(f) , there are no outstanding subscriptions, options, warrants, calls, contracts, demands, commitments, convertible or exchangeable securities, profits interests, conversion rights, preemptive rights, rights of first refusal or other rights, agreements, arrangements or commitments of any nature whatsoever under which the Company is or may become obligated to issue, redeem, assign or transfer any shares of capital stock or purchase or make payment in respect of any shares of capital stock of the Company now or previously outstanding, and there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to or any shares of its capital stock.

(g)       No Subsidiaries or Other Equity Interests . The Company does not, nor has it ever at any time since its organization, had a direct or indirect Subsidiary or owned, directly or indirectly, any equity, investment or other equity interest, or any right (contingent or otherwise) to acquire the same, in any other Person.

(h)       Financial Statements; Internal Controls . The Company has previously delivered to the Parent true, complete and correct copies of audited financial statements of the Company for the fiscal year ended December 31, 2005 (the “ Financial Statements ”). The Financial Statements comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved and fairly present the financial position of the Company as of the respective dates thereof and the results of its operations and cash flows for the respective periods then ended. Schedule 3.1(h) lists all documentation creating or governing all “off-balance sheet arrangements” (as defined in Item 303(a)(4) of Regulation S-K promulgated by the SEC) which the Company would be required to disclose under Item 303(a) of Regulation S-K if the Company were subject to the periodic reporting requirements of the Exchange Act. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(i)       Absence of Undisclosed Liabilities . Except to the extent adequately reflected on or reserved against in the Financial Statements and except for recurring Liabilities incurred in the ordinary course of business consistent with recent past practice, as of September 30, 2006 (the “ Balance Sheet Date ”), the Company had no direct or indirect Liabilities for any period prior to such date or arising out of transactions entered into or any set of facts existing prior thereto. Since the Balance Sheet Date, the Company has not incurred any Liabilities except in the ordinary course of business consistent with recent past practice, none of which are, individually or in the aggregate, material.

(j)       Ordinary Course . Since the Balance Sheet Date, except as otherwise disclosed on Schedule 3.1(j) , the Company has operated its business in the ordinary course consistent with past practice and there has not occurred:

(i)      any change in the condition (financial or otherwise), properties, assets, liabilities, business, prospects, operations or results of operations that has had or could reasonably be expected to have a Material Adverse Effect on the Company;

(ii)      any amendments or changes in any of its Organization Documents;

(iii)     any issuance or sale of any shares of or interests in, or rights of any kind to acquire any shares of or interests in, or receipt of any payment based on the value of, its capital stock or any securities convertible or exchangeable into shares of its capital stock (including, without limitation, any stock options, phantom stock or stock appreciation rights) or any adjustment, split, combination or reclassification of its capital stock, or any declaration or payment of any dividend or any distribution on, or any redemption, purchase, retirement or other acquisition, directly or indirectly, of any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock;

(iv)     any investment of a capital nature on its own account in excess of $50,000 individually or $100,000 in the aggregate;

(v)      any entering into, amendment of, modification in, relinquishment, termination, or non-renewal by the Company of any contract, lease, transaction, commitment or other right or obligation, except for purchase and sale commitments entered into in the ordinary course of business consistent with recent past practice;

(vi)     any waiver, forfeiture, or failure to assert any rights of a material value or made, whether directly or indirectly, any payment of any material Liability before the same came due in accordance with its terms;

(vii)     any material damage, destruction or loss of the Company’s assets or properties, whether covered by insurance or not;

(viii)     any payment of (or any making of oral or written commitments or representations to pay) any bonus, increased salary or special remuneration to any director, officer, employee or consultant or any entry into or alterations of the terms of any employment, consulting or severance agreement with any such person; any payment of any severance or termination pay (other than payments made in accordance with existing plans or agreements); any grant of stock option or issuance of any restricted stock; any entry into or modification of any agreement or Employee Benefit Plan (except as required by law) or any similar agreement;

(ix)      any modification of any term of benefits payable under any Employee Benefit Plan;

(x)      (A) any creation, incurrence or assumption of any Liability for borrowed money except those Liabilities incurred in the ordinary course of business consistent with recent past practice, (B) issuance or sale of any securities convertible into or exchangeable for debt securities of the Company; or (C) issuance or sale of options or other rights to acquire from the Company, directly or indirectly, debt securities of the Company or any securities convertible into or exchangeable for any such debt securities;

(xi)      any material change in the amounts or scope of coverage of insurance policies;

(xii)     any merger or consolidation with any other Person, acquisition of any capital stock or other securities of any other Person, or acquisition of all or a significant portion of the assets of any other Person, or acquisition of any assets or properties from any Shareholder or its affiliate or family member;

(xiii)     any assumption or guarantee of any Liability or responsibility (whether primarily, secondarily, contingently or otherwise) for the obligations of any other Person;

(xiv)     any loan, advance (including, without limitation, any loan or advance to any stockholder, officer, director or employee of such Company) or capital contribution to, or investment in, any Person, except travel advances or advances of no more than $50,000 to employees in the ordinary course of business consistent with recent past practice;

(xv)      any sale, transfer or lease to others of, any grant, creation or assumption of Liens against, or otherwise disposed of, any of its material assets, whether tangible or intangible;

(xvi)     any lapse, failure to take any actions to protect, or any adverse change in respect of any of its Proprietary Rights;

(xvii)     any consummation of any other transaction that is not in the Company’s ordinary course of business consistent with recent past practice;

(xviii)     any collection of the Company’s accounts receivable, or any payment of the Company’s accounts payable, in each case that is not in the Company’s ordinary course of business consistent with recent past practice; or

(xix)       any agreement or commitment, in writing or otherwise, to take any of the actions described in the foregoing subclauses (i) through (xviii).

(k)       Title to Assets . Except as disclosed on Schedule 3.1(k) , the Company has good and marketable title to all of the tangible and intangible assets owned by it, free and clear of any Liens, and none of such assets are owned by any Person other than the Company. The Company owns, leases, licenses or otherwise has the contractual right to use all of the assets used in or necessary for the conduct of its business as currently conducted. The Company has delivered to the Parent a schedule of the fixed assets of the Company dated within thirty (30) days prior to the date hereof. All personal property owned or leased by the Company, taken as a whole, is in good repair and is operational and usable in the operation of the Company, subject to ordinary wear and tear.

(l)       Receivables and Payables . Except as disclosed on Schedule 3.1(l) , (i) the accounts and notes receivable reflected on the Financial Statements or arising since the Balance Sheet Date (collectively, the “ Receivables ”), are bona fide, represent valid obligations to the Company, and have arisen or were acquired in the ordinary course of business and in a manner consistent with recent past practice and with the Company’s regular credit practices; (ii) the Company’s provision for doubtful accounts reflected on its Financial Statements or reserved on its books since the Balance Sheet Date has been determined in accordance with the generally accepted accounting principles consistently applied; (iii) the Receivables have been collected or are collectible in full, net of any allowance for uncollectibles recorded on the Financial Statements or properly reserved on its books since the Balance Sheet Date, in a manner consistent with past practice in the ordinary course of business and without resort to litigation; (iv) none of the Receivables is or will at the Closing Date be subject to any defense, counterclaim or setoff; (v) since the Balance Sheet Date, the Company has not canceled, reduced, discounted, credited or rebated or agreed to cancel, reduce, discount, credit or rebate, in whole or in part, any Receivables; and (vi) there has been no material adverse change since the Balance Sheet Date in the amounts of Receivables or the allowances with respect thereto, or accounts payable of the Company, from those reflected in the balance sheet of the Company as of such date. The Company has provided to the Parent a schedule of aged Receivables and payables for the Company as of a date which is within three (3) business days of the date hereof.

(m)       Real Property .

 (i)      The Company does not now own, and has never owned, any real property.

 (ii)       Schedule 3.1(m) sets forth a true and complete list of all real property leased or otherwise used by the Company, identifying the lessor or other owner thereof (the “ Real Property ”).

(iii)      There is not existing or proposed as a matter of public record or, to the Knowledge of the Company, presently contemplated, any condemnation or similar action, or zoning action or proceeding, with respect to any portion of the Real Property. None of the existing buildings and improvements which in part comprise the Real Property fails to comply fully with all size, height, set back, use and other zoning restrictions and regulations applicable thereto, including, without limitation, the parking space requirements of all applicable zoning ordinances and regulations. The Company or its landlord has obtained all licenses, permits, approvals, certificates, and other authorizations required by applicable Laws for the use and occupancy of the Real Property as it is currently being utilized. None of the Real Property is subject to any encumbrance, easement, right-of-way, building or use restriction, exception, variance, reservation, limitation or other Liens which might in any material respect interfere with or impair the continued use thereof as currently utilized or proposed to be utilized by the Company.

(n)       Proprietary Rights .

(i)      The Company owns or possesses licenses or other rights to use all trademarks, trade and business names, internet domain names, service marks, service names, copyrights, customer lists, trade secrets and inventions (whether or not patentable) (collectively, “ Proprietary Rights ”) that are necessary to the conduct of the Company’s business as currently conducted or anticipated.

(ii)     Schedule 3.1(n)(ii) sets forth a true and complete list of all trademarks, trade names, service marks, service names, internet domain names, copyrights and patents included in the Proprietary Rights of the Company (identifying which are owned and which are licensed), including all United States, state and foreign registrations or applications for registration thereof and all agreements relating thereto. All filing, registration, maintenance or similar fees payable in connection with each registration (or application therefor) of Proprietary Rights set forth on Schedule 3.1(n)(ii) have been paid and each such registration is valid and in full force and effect.

(iii)     Except as disclosed in Schedule 3.1(n)(iii) , the Company is not required to pay any royalty, license fee or similar compensation in connection with the conduct of its business as currently conducted.

(iv)     To the knowledge of the Company, the Company has not interfered with, infringed upon, misappropriated or otherwise come into conflict with the Proprietary Rights of any other Person or committed any acts of unfair competition, and no claims have been asserted by any Person alleging such interference, infringement, misappropriation, conflict or act of unfair competition.

(v)      To the knowledge of the Company, no Person is infringing upon its Proprietary Rights.

(vi)     There are no Proprietary Rights developed by any shareholder, director, officer, consultant or employee of the Company that are used in the Company’s business and that have not been transferred to, or are not owned free and clear of any Liens by, the Company.

(o)       Material Agreements . Schedule 3.1(o)(1) sets forth a true and complete list, and the Company has provided to the Parent complete copies (including all amendments and extensions thereof and all waivers thereunder) or, if oral, an accurate and complete description, of each of the following, whether written or oral, to which the Company is a party or is otherwise bound (each, a “ Material Agreement ”):

(i)      all loan agreements, indentures, mortgages, notes, installment obligations, capital leases or other agreements or instruments relating to the borrowing of money (or guarantees thereof);

(ii)     all continuing contracts or commitments for the future purchase, sale or manufacture of products, materials, supplies, equipment or services requiring payment to or from the Company in an amount in excess of $50,000 per annum which are not terminable on 30 days’ or less notice without cost or other liability at or any time after the Closing Date, or in which the Company has granted or received manufacturing rights, most favored nation pricing provisions or exclusive rights relating to any product or service;

(iii)     all contracts with any Governmental Authority;

(iv)     all leases, subleases or any other agreements or arrangements under which the Company has the right or license to use any personal property, whether tangible or intangible, owned or licensed by another Person;

(v)      all agreements or arrangements under which any other Person has the right or license to use any real property or personal property, whether tangible or intangible, owned, leased or licensed by the Company;

(vi)      all contracts or understandings which by their terms restrict the ability of the Company to conduct its business or to otherwise compete, including as to manner or place;

(vii)      all joint venture or similar agreements or understandings;

(viii)     lease and other agreements pertaining to the Real Property;

(ix)       all collective bargaining, employment, severance, consulting, nondisclosure or confidentiality agreements, and agreements requiring a charge of control or parachute payments, or any other type of contract or understanding with any officer, employee or consultant, other than pursuant to Employee Benefit Plans, which is not immediately terminable by the Company without cost or other liability to the Company;

(x)        all agreements with sales agents or representatives, wholesalers, distributors and dealers;

(xi)       all agreements concerning any Hazardous Materials; and

(xii)      all other contracts, without regard to monetary amount, which were not entered into in the ordinary course of business consistent with past practice or which are material to the conduct of the Company’s business and not listed above.

Except as disclosed on Schedule 3.1(o)(2) , the Company is not, and to the knowledge of the Company, any other party thereto is not, in default under any Material Agreement and no event has occurred or is reasonably expected to occur which (after notice or lapse of time or both) would become a breach or default under, or would otherwise permit modification, cancellation, acceleration or termination of, any Material Agreement or would result in the creation of or right to obtain any Lien upon, or any Person obtaining any right to acquire, any assets, rights or interests of the Company. Except as disclosed on Schedule 3.1(o)(3): (i) each Material Agreement is in full force and effect and is a valid and binding obligation of the Company, and, to the knowledge of the Company, the other parties thereto; (ii) there are no unresolved disputes with respect to any Material Agreement; and (iii) the Company has no reasonable basis to believe that any party to a Material Agreement intends either to modify, cancel or terminate such Material Agreement.

(p)       Litigation . Except as disclosed on Schedule 3.1(p) , there is no claim, legal action, suit, arbitration, investigation or other proceeding pending, or to the knowledge of the Company, threatened against or relating to the Company or its assets. Neither the Company nor any of its assets are subject to any outstanding judgment, order, writ, injunction or decree of any Governmental Authority. There is currently no investigation or review by any Governmental Authority with respect to the Company pending or, to the Knowledge of the Company, threatened, nor has any Governmental Authority notified the Company of its intention to conduct the same.

(q)       Compliance with Laws . The Company has all licenses, permits and other authorizations from all applicable Governmental Authorities necessary or desirable for the conduct of its business as currently conducted or as currently expected to be conducted following the Closing Date. Schedule 3.1(q) hereto sets forth a true and complete list of all such licenses, permits and other authorizations obtained by the Company, each of which is in full force and effect and no violations thereunder have been recorded. The Company is in compliance, and has complied, with all Laws applicable to it and has not received any notice of any violation thereof.

(r)       Environmental Matters . To the knowledge of the Company, except as disclosed in Schedule 3.1(r) :

(i)      During the period that the Company has owned, leased or operated any properties or facilities, neither it nor any other Person has disposed, released, or participated in or authorized the release or threatened release of Hazardous Materials on, from or under such properties or facilities. There is not now nor has there ever been any presence, disposal, release or threatened release 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 ”).

(ii)      The operations of the Company and properties that the Company owns, leases or operates, are in compliance with Environmental Law. During the time that the Company has owned, leased or operated its properties and facilities, neither the Company nor any other Person has used, generated, manufactured or stored on, under or about such properties or facilities or transported or arranged for disposal to or from such properties or facilities, any Hazardous Materials which may be considered a violation of applicable Environmental Law.

(iii)     During the time that the Company has owned, leased or operated its properties and facilities, there has been no litigation or proceeding brought or, to the Knowledge the Company, threatened against the Company by, or any settlement reached the Company with, any Persons alleging the presence, disposal, release or threatened release of any Hazardous Materials, on from or under any of such properties or facilities.

(iv)     There are no facts, circumstances or conditions relating to the properties and facilities owned, leased or operated by the Company which could give rise to a claim under any Environmental Law or to any material Environmental Costs and Liabilities.

(s)       Related Party Transactions . Except as disclosed on Schedule 3.1(s) , no Related Party has been directly or indirectly a party to any contract or other arrangement (whether written or oral) with the Company providing for services (other than as an employee of the Company), products, goods or supplies, rental of real or personal property, or other wise requiring payments from or to the Company. For purposes hereof, the term “ Related Party ” shall mean any Shareholder or a director or officer of the Company or any m