AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

by and among

ARIEL WAY, INC.,

LIME TRUCK ACQUISITION CORPORATION,

LIME MEDIA, LLC,

LIME TRUCK, INC.,

 MELODY MAYER,

HEATH HILL

AND

CHARLES WARREN

Dated Effective as of April 30, 2008

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this " Agreement ") is made and entered into as of April 30, 2008, by and among Ariel Way, Inc., a Florida corporation (the " Buyer "), Lime Truck Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of the Buyer (the " Buyer Sub "), Lime Media, LLC, a Texas limited liability company (the " Company "), Lime Truck, Inc. ¹ a Texas corporation (the “ Company Affiliate ”), Melody Mayer, Heath Hill and Charles Warren, all of the members of the Company (the "Members" ).

WITNESSETH :

WHEREAS , the Boards of Directors of the Buyer and the Buyer Sub and the manager of the Company (the “Manager”) and Members of the Company have determined that it is advisable and in the best interests of their respective companies and their stockholders or members to consummate the business combination transaction upon the terms set forth in this Agreement pursuant to which the Company will, subject to the terms and conditions set forth herein, merge with and into the Buyer Sub, with the Buyer Sub being the surviving entity (the " Merger "); and

WHEREAS, the Members and the Manager of the Company have approved the Merger in accordance with the Regulations of the Company, dated October 18, 2006 (the “Regulations”) and Texas Law;

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; and

WHEREAS, certain capitalized terms used herein are defined in Article VII.

NOW, THEREFORE , in consideration of the premises and the mutual covenants, warranties and agreements contained herein and other good and valuable consideration the receipt of which is hereby acknowledged by the parties hereto, 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 ") and the Texas Limited Liability Company Act (the " Texas Law "), upon the execution of this Agreement and concurrent with the filing of a Certificate of Merger by the Buyer Sub and Articles of Merger by the Company with the Secretary of State of the State of Delaware and the Secretary of State of the State of Texas, respectively (each a " Certificate of Merger, " and collectively, the " Merger Certificates ") (in accordance with the relevant provision of Delaware Law and Texas Law, respectively), the Company shall merge with and into the Buyer Sub. The Merger shall become effective upon the filing of the Merger Certificates by the respective parties with the Department of State of the State of Delaware and the State of Texas and the separate corporate existence of the Company will cease upon the filing of the Merger Certificates (the " Effective Time "). The Buyer Sub will continue as the surviving corporation (hereinafter sometimes referred to as the " Surviving Corporation ") in the Merger and,

¹ To be amended immediately upon the Effective Time as defined herein, to reflect the name change to Lime Media Group, Inc. or such variation as approved by the Secretary of State of Texas.

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except as set forth hereinbelow, shall succeed to and assume all of the rights and obligations of the Company. The 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 Merger Certificate and the execution of this Agreement shall be known as the " First Closing Date " and the actions taken on such date and at such time, the " First Closing " and the date of the payment of the amount due under the Acquisition Promissory Notes (as defined in Section 1.7(b)) shall be known as the " Second Closing Date " and the actions taken on such date and at such time, the " Second Closing. "  Consummation of the transactions contemplated by this Agreement and the Collateral Agreements at the First Closing and the Second Closing shall take place at the offices of Babirak Carr, P.C., 1920 L Street, N.W., Suite 525, Washington, D.C. 20036 commencing at 11.00 a.m. local time, or at such other time or location as the parties may fix by mutual agreement of the Buyer, Buyer Sub, the Company and the Members.  At the First Closing, each party will cause to be prepared, executed, delivered and filed the following: this Agreement, the Collateral Agreements, the Merger Certificates and all other appropriate and customary documents as any party or its counsel may reasonably request for the purpose of consummating the transactions contemplated by this Agreement.  All actions taken at the First or Second Closing shall be deemed to have been taken at the time the last of any such actions is taken or completed.

Section 1.2

Effects of Merger; First 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 and Texas Law. At the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and Buyer Sub including all operating agreements, tax identification numbers and assets (the “ Included Assets ”) as more particularly described in the “List of Assets” attached hereto as Exhibit A , will vest in the Surviving Corporation subject to the terms of the Acquisition Pledge and Escrow Agreement, Security AgreementAcquisition Promissory Notes, and One Year Promissory Notes (as defined in Sections 1.7(b) and 1.7(c)) each in substantially the form attached hereto as Exhibits B, C, D, and E.  Subject to the terms of this Agreement, at the Effective Time all debts, liabilities and duties of the Company and Buyer Sub not paid by the Company at or before the First Closing will become the debts, liabilities and duties of the Surviving Corporation.

The Included Assets shall include but are not limited to all equipment, fixtures, vehicles, works in progress, prepaid deposits, goodwill, inventory, trademarks, trade names, intellectual property (except as specifically set forth herein) and all other tangible and intangible assets, to be substantially the same as those set forth on the Company Compiled Financial Statements (as defined in Section 2.6), and as set forth in Exhibit A hereto.  Immediately prior to the Effective Time, the Company’s rights, title and interest to the use of the trademark, Service Mark, and/or trade name “Lime Media”, registered with the  United States Patent and Trademark Office Registration No. 3,376,115 (but not “Lime Truck”) and all other related intellectual property associated therewith shall be assigned to and vest in Company Affiliate.  The Included Assets shall also include all cash in account not to exceed $5,000.00, accounts receivable as specifically set forth in Exhibit K , and all new business originated by Buyer Sub on or after May 1, 2008, , such that Buyer Sub will be able to report and disclose the financial results of the Surviving Corporation as if the Merger has been fully completed in accordance with SEC regulations.  All of the Included Assets are as set forth on Exhibit A and shall not encompass any specifically excluded assets (the “ Excluded Assets ”) as specifically set forth in Exhibit A attached hereto.

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Section 1.3

Certificate of Incorporation . At the Effective Time, the Certificate of Incorporation of the Buyer Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation, provided however , that the Certificate of Incorporation of the Surviving Corporation will be amended to reflect that the name of the Surviving Corporation following the Effective Time will be "Lime Truck, Inc."

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, provided however , that the bylaws of the Surviving Corporation will be amended to reflect that the name of the Surviving Corporation will be "Lime Truck, Inc."

Section 1.5

Board of Directors and Officers . The directors and corporate officers of Buyer Sub immediately prior to the Effective Time shall continue to be the directors and corporate officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, until their respective successors are duly elected or appointed (as the case may be) and qualified.

Section 1.6

Execution of Agreement . Upon execution of this Agreement and as consideration therefore, the Buyer shall deliver to the Members a number of shares of Buyer Common Stock equal to $35,000 divided by the average of the closing bid prices of the shares of Buyer Common Stock as quoted on the OTC Bulletin Board for the five (5) trading days ending two trading days prior to the First Closing Date; provided, however, that if the number of shares issuable pursuant to the foregoing formula is less than 10,000,000 shares, the Buyer shall deliver to the Members an aggregate of 10,000,000 shares of Buyer Common Stock.  The parties understand and agree that the shares of Buyer Common Stock to be delivered pursuant to this Section 1.6 are in lieu of the shares deliverable pursuant to and at the time of the signing of the Letter Of Intent among the parties, dated January 10, 2008 (the " Letter Of Intent Signing Stock Consideration ").  In the event the Members exercise their repurchase rights under Section 1.12 below, the Members shall have the right to retain the Letter Of Intent Signing Stock Consideration.

Section 1.7

Effect of Merger . As of the Effective Time, by virtue of the Merger and without any action on the part of the Buyer, the Buyer Sub, the Company, the Members, or Manager, the Membership Interests (as defined in Section 2.2(a)) shall be cancelled and extinguished and converted into the right to receive the following:

(a)

an aggregate of 17,000,000 shares of Buyer Common Stock (the " Stock Consideration "), the number of such shares of Stock Consideration to be issued to each Member as of the Effective Time shall be in accordance with Schedule 1.7 hereto;

(b)

promissory notes to be issued by the Buyer in the original aggregate principal amount of $792,500 (the “Acquisition Note Consideration” ) in substantially the form of such note attached hereto as Exhibit D (the " Acquisition Promissory Notes "),  the principal amounts of each Acquisition Promissory Note to be issued to a Member shall be in accordance with Schedule 1.7 attached hereto.  The principal amount of each of the Acquisition Promissory Notes shall be payable by the Buyer to the Members on or before 45 days after the  Buyer Sub’s  completion at  Buyer Sub’s expense of the audit of the December 31,  2007 financial statements, and any unaudited interim financial statements of the Company and its Subsidiaries required to be filed by the Buyer with the SEC pursuant to Regulation S-X (the “Company Audited Financial Statements” ), but  no later than 60 days after the First Closing.  The Acquisition Promissory Notes shall be secured by all of the issued and outstanding shares of common stock of the Surviving Corporation, which shares shall be held in

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escrow pursuant to the terms and conditions of an Acquisition Pledge and Escrow Agreement in substantially the form attached hereto as Exhibit B ; and

(c)    promissory notes in the original aggregate principal amount of $640,000 (the " One Year Note Consideration ") in substantially the form of such note attached hereto as Exhibit E (the " One Year Promissory Notes "), the principal amounts of each One Year Promissory Note to be issued to each Member shall be in accordance with Schedule 1.7 attached hereto.  (The Stock Consideration, One Year Note Consideration and the Acquisition Promissory Note Consideration shall hereinafter sometimes referred to as the " Merger Consideration. ") The One Year Note Consideration shall be subject to adjustment in accordance with Section 4.5(c) and to satisfaction of certain sales and performance targets set forth in the Business Plan attached hereto as Exhibit F .

Section 1.8

Restrictions on Transfer of Buyer Common Stock .  

(a)

The Members understand and agree that all of the shares of Buyer Common Stock to be issued pursuant to Section 1.6 and 1.7(b) above will not have been registered under the Securities Act of 1933, as amended (the " Securities Act "), and will be issued in one or more transactions that are exempt from such registration requirements pursuant to Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder, will be deemed to be "restricted securities" within the meaning set forth in Rule 144, may not be resold without registration under, or an exemption, from the registration requirements of the Securities Act, and that the Company will impose stop transfer instructions against the shares. Each certificate evidencing shares of Buyer Common Stock issued pursuant to Sections 1.6 and 1.7(b) shall bear substantially the following legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN  REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

(b)

Further, an aggregate of 12,000,000 shares of Buyer Common Stock included in the Stock Consideration that are required to be returned to, and cancelled by, the Buyer upon Members’ exercise of their Repurchase Option pursuant to Section 1.12 shall bear a further restrictive legend reflecting the fact that such shares may not be sold, pledged, hypothecated, or otherwise transferred during the period commencing on the Effective Date through the date the Members’ rights to exercise the Repurchase Option terminate in accordance with Section 1.12

Section 1.9

Placement in Escrow . At the First Closing, all shares of the common stock of the Surviving Corporation shall be placed in escrow with an escrow agent pursuant to the terms and conditions of the Acquisition Pledge and Escrow Agreement attached hereto as Exhibit B .

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Section 1.10

Vehicle ACH Payments . At the Second Closing, the Members shall deposit an amount equal to twelve (12) months of payments due under the Company’s lease arrangements for the vehicles identified on Exhibit A (the “Vehicles” ) into a commercial escrow  account from which Member’s commercial escrow agent shall make monthly withdrawals of funds to make monthly Vehicle payments pursuant to the terms and conditions as attached hereto as Exhibit G (the “ Vehicle ACH Payment Agreement”).

Section 1.11

Vehicle Escrow . At the Second Closing, titles for the Vehicles will be deposited with an escrow agent to be held in escrow.  The Members shall have a first lien on all clear Vehicles titles and a second lien position on remaining titles until the payment pursuant to the One Year Promissory Note has been fully satisfied.

Section 1.12

Repurchase Option .

(a)

In the event that either:

(i)   the Buyer for any reason, except for acts of God and other unforeseen events and actions over which the Buyer has no control, shall not satisfy the material conditions to the Second Closing, including payment of the principal amount of $792,500 due pursuant to the terms of the Acquisition Promissory Note subject to any cure period; or

(ii)   during the period following the First Closing through the Second Closing, YA Global Investments, LP (“YA Global”, f/k/a Cornell Capital Partners, LLP) and/or Montgomery Equity Partners, Ltd., in one or a series of transactions converts the shares of Series A Convertible Preferred Shares held by them so that, following such transactions, they beneficially own in the aggregate and collectively at the time of such transactions and as disclosed in an appropriate filing with the SEC 15% or more of then issued and outstanding shares of the Buyer’s Common Stock, the Members, jointly and not severally, shall have an option (the “Repurchase Option”) to purchase all (but not less than all) of the shares of Buyer Sub common stock held in escrow pursuant to the Acquisition Pledge and Escrow Agreement attached hereto as Exhibit B for aggregate consideration of $100 (the “Repurchase Consideration”).  The Repurchase Option shall be exercisable for a period of 15 days following the first occurrence of an event set forth in either subparagraph (a) or (b) above (the “Repurchase Option Exercise Period”) and, if not exercised during such Repurchase Option Exercise Period, the Repurchase Option shall automatically terminate and shall be of no further force or effect.  The Members, jointly and not severally, shall exercise their Repurchase Option by delivering written notice to the Buyer and Buyer Sub on or before the expiration of the Repurchase Option Exercise Period (the “Repurchase Option Notice”) together with a check or checks in the amount equal to the Repurchase Consideration. A closing with regard to the Member’s exercise of the Repurchase Option shall occur no later than 15 business days following the Buyer’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Members (the “Repurchase Option Closing”).

(b)

In the event the Members exercise the Repurchase Option in accordance with Section 1.12(a):

(i)

as a break-up fee, the Members shall have a right to retain (A) all of the shares of Buyer Common stock issued at the First Closing pursuant to Section 1.6 above and (B) 5,000,000 shares of Buyer Common Stock issued pursuant to Section 1.7(a) above; and  

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(ii)

the Buyer’s obligations to pay the principal amount and interest due under the Acquisition Promissory Notes and One Year Notes shall terminate and such promissory notes shall be delivered to the Buyer at the Repurchase Option Closing for cancellation; and

(iii)

the Buyer shall have no further liability or obligation to the Members or the Surviving Corporation under this Agreement, the Collateral Agreements, or otherwise.

Section 1.13

Surrender of Member Interests; Transfer Books .

(a)    At the First Closing, certificates representing the Member Interests shall be surrendered to the Buyer Sub by the holder of record of such Member Interests whereupon such certificates shall be cancelled immediately. Until so surrendered, each such Member Interest will represent solely the right to receive the Merger Consideration relating thereto. Upon surrender of a Member’s Interests for cancellation, the holder of such certificate shall be entitled to receive promptly, but no later than one (1) business day after the later of the Effective Time or the delivery of the certificate representing the Member Interest and in exchange therefore the Merger Consideration that such holder is entitled to receive pursuant to Schedule 1.7 .

(b)    At the Effective Time, the transfer books of the Company will be closed and there will not be any further registration of transfers of any Member Interests, options or warrants thereafter on the records of the Company. If, at or after the Effective Time, Member Interests are presented to the Buyer Sub for transfer, they will be canceled.

ARTICLE II

Representations and Warranties of Company and Members

The Company and the Members, jointly and severally, represent and warrant to the Buyer as follows:

Section 2.1

Organization and Qualification . The Company (a) is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Texas, (b) has the requisite corporate power and authority to own, operate, manage, lease, and hold its properties and assets as and where its properties and assets are presently located and to carry on its business as is now being conducted and proposed to be conducted, and (c) is duly qualified or licensed 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 Articles of Organization, as amended (the “Articles of Organization”) and Regulations, as amended.

Section 2.2

Capitalization; Subsidiaries .

(a)

All membership interests of the Company (the “Membership Interests”) are owned beneficially and of record as set forth in Schedule 2.2 attached hereto. Except as set forth in Schedule 2.2 , there are no issued or outstanding membership interests or other equity securities of the Company, or securities convertible into or exchangeable or exercisable for membership interests or other equity securities of the Company, or outstanding options, warrants, calls, preemptive rights, subscriptions, or other rights, agreements, contracts, commitments, understandings or arrangements of any character by which the Company, any Member or any other person is bound to issue, transfer, sell, repurchase, retire or cause to be issued, transferred, sold repurchased or retired any Membership

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Interest or other equity securities of the Company or securities convertible into or exchangeable or exercisable for membership interest or other equity securities of the Company, or obligating the Company to grant, extend, or enter into any such options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, contracts, commitments, understandings, or arrangements.   Except as set forth on Schedule 2.2 , the Membership Interests listed on Schedule 2.2 owned by each such Member: (i) to the Knowledge of the Company, are not subject to or bound by any agreement affecting or relating to such Member’s right to transfer its membership interests or other equity securities of the Company; (ii) were not issued in violation of the Securities Act or any state or foreign securities laws; and (iii) to the Knowledge of the Company, are free and clear of all Liens or other encumbrances. Except as set forth on Schedule 2.2 , there are no voting trusts, proxies, or any other agreements or understandings with respect to the voting of any Membership Interests or other equity securities of the Company to which the Company or, to the Knowledge of the Company, any Member is a party.

(b)

The copy of the Articles of Organization and the Company Regulations provided to Buyer are accurate and complete as of the date of this Agreement.

(c)

The Company does not have any Subsidiary except AIM Fleet,  Ltd. a Texas limited  partnership.

Section 2.3

Authority, Approval and Enforceability .

(a)

The Company has the necessary corporate power and authority to enter into this Agreement and each Collateral Agreement to which it is a party and, subject to the filing of the Certificate of Merger as required by Texas Law, to consummate the Merger and to otherwise carry out its obligations hereunder and under the Collateral Agreements. The Members have the necessary competency, power and authority to enter into this Agreement and the Collateral Agreements to which they are parties and carry out the obligations hereunder. The execution and delivery of this Agreement and the Collateral Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of the Company and the Members and no other proceedings on the part of the Company or any Member are necessary to authorize this Agreement and each such Collateral Agreement or to consummate the Merger and the other transactions contemplated hereby and thereby.

(b)

This Agreement and each Collateral Agreement to which the Company is a party has been, or upon execution and delivery will be, duly executed and delivered by the Company and constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of the Company, enforceable in accordance with their respective terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium or other similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

(c)

None of the Members nor any other holder from time to time of any class or group or series of membership interests in the Company has, or has at any time been provided, contractual appraisal rights (whether pursuant to the Company Regulations or otherwise) that could be exercised or perfected in connection with this Agreement and/or the consummation of the Merger.

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Section 2.4

No Conflict; Required Filings and Consents .

(a)

Except as otherwise set forth in Schedule 2.4 attached hereto, the execution, delivery and performance by the Company of this Agreement and the Collateral Agreements to which the Company is a party and the consummation of the Merger will not: (i) breach, conflict with or violate any provision of the Company’s Articles of Organization or the Company Regulations; (ii) require any filing with, or permit, authorization, consent or approval of, any governmental authority; (iii) contravene or conflict with or violate in any material respect any Legal Requirement; (iv) violate, conflict with, result in a material breach of, constitute a default under, result in the acceleration of, create in any person the right to accelerate, terminate, materially modify, cancel, require any notice under, or cause the loss of a benefit (including any increase in payments) under any Material Agreements to which the Company is a party or by which the Company is bound or to which any asset of the Company is subject; or (v) result in the creation or imposition of any Liens on the properties or assets of the Company, except in the cases of clauses (ii) and (v) as would not reasonably be expected to have a Material Adverse Effect.

(b)

Except for the filing of the Merger Certificate and any applicable requirements, if any, under "takeover" or "blue sky" law, neither the Company nor any of its Subsidiaries 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 Collateral Agreements 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.

(c)

No suit, action, inquiry, investigation or other proceeding is pending or, to the Knowledge of the Company, threatened against or involving the Company or any Subsidiary before any Governmental Entity seeking to restrain the Company or any such Subsidiary from entering into this Agreement and the Collateral Agreements to which the Company is a party or which questions or challenges or may have the effect of preventing, delaying, making illegal or otherwise interfering with the First Closing, or seeking damages against the Company or any Subsidiary as a result of the consummation of the Merger. Neither the Company nor any Subsidiary is subject to any judgment, order or decree which could reasonably be expected to have a Material Adverse Effect.

Section 2.5

Investment Representations .

(a)

The Members understand and agree that they are acquiring the Letter of Intent Signing Consideration Stock, the Stock Consideration and the One Year Promissory Notes pursuant to the Merger for investment for their own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act;

(b)

The Members understand and agree that the shares of Buyer Common Stock and One Year Promissory Note issuable at the First Closing will not have been registered under the Securities Act and will be deemed "restricted securities" within the meaning set forth in Rule 144 under the Securities Act and may not be sold or transferred without registration under or an exemption from the registration requirements under the Securities Act;

(c)

Each Member represents that he, she or it has such knowledge and experience in financial and business matters that he, she or it is capable of evaluating the merits and risks of its investment in the Buyer Common Stock and One Year Promissory Note and has the capacity to protect his, her or its own interests;

(d)

Each Member is an Accredited Investor as defined in Regulation D under the Securities Act; and

(e)

Each Member acknowledges that an investment in shares of Buyer Common Stock and One Year Promissory Note by way of the Merger is highly speculative and entails a substantial degree of risk, and each such Member has the ability to bear the economic risk of his, her or its investment indefinitely.

(f)

Prior to the execution and delivery of this Agreement, each Member has had the opportunity to ask questions of and receive answers from representatives of Buyer concerning the finances, operations, business and prospects of Buyer.  Without limiting the generality of the foregoing, each Member acknowledges having received and reviewed a copy of Buyer’s Annual Report on Form 10-KSB for the year ended September 30, 2007, and quarterly report on Form 10-Q for the period ended December 31, 2007, and all current reports on Form 8-K filed by the Buyer in the last 12 months.  Each Member represents that he, she or it is a resident of the State of Texas.

Section 2.6

Financial Statements; Debt .

(a)

Attached hereto as Exhibit H are the Company’s (a) compiled balance sheet (the " Company Balance Sheet ") dated as of December 31, 2007 (the " Balance Sheet Date ") and income statement for the year then ended (all such financial statements being collectively referred to herein as the " Company Compiled Financial Statements ") and (b) the Company’s interim balance sheet as of March 31, 2008 and , income statement for the period then ended. The Company Compiled Financial Statements present fairly in all material respects the financial condition, results of operations, changes in members’ equity, and cash flows of the Company for the periods then ended, and, except (i) for footnotes and normal year end adjustments..The Company maintains internal accounting controls designed to provide reasonable assurances that transactions by the Company are executed in accordance with management’s general or specific authorization and to maintain accountability for assets. There have been no instances of fraud that have occurred since January 1, 2006, involving the management of the Company or any other employees of the Company who have a significant role in the Company’s internal control over financial reporting.

(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 Compiled Financial Statements in the ordinary course of its business, consistent with past practice and that are not material in amount either individually or collectively.

(c)

Except as otherwise set forth in Schedule 2.6 attached hereto, the accounts receivable reflected in the Company Compiled Financial Statements, or in the books and records of the Company (“Books and Records”) as of the First Closing Date arose from bona fide transactions in the ordinary course of business, and the goods and services involved have been sold, delivered, and performed to the account obligors, and no further filings with Governmental Entities, insurers, or others are required to be made, no further goods are required to be provided, and no further services are required to be rendered in order to complete the sales and fully render the services and to entitle the Company to collect the accounts receivable as set forth in Exhibit K in full. Except as set forth on

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Schedule 2.6 , all such accounts receivable are current and the reserves for such accounts receivable have not been calculated in accordance with GAAP. Reserves for accounts receivable in the Company Compiled Financial Statements, and in the books and records of the Company as of the First Closing Date do not include reserves for any accounts receivable as set forth in Exhibit K that become uncollectible as a result of the Merger or actions taken by Buyer subsequent to the First Closing. Except as set forth in Schedule 2.6 no such account has been assigned or pledged to any other person or entity and, except only to the extent fully reserved against as set forth in the Company Compiled Financial Statements, no defense or set-off to any such account has been asserted by the account obligor.  

(c)

The Company owns or has the right to use all of the assets necessary to continue the operations of the Company after the First Closing as it has been conducted by the Company immediately prior to the date of this Agreement.

Section 2.7

Absence of Certain Changes .

(a)

Since the Balance Sheet Date, except as set forth on Schedule 2.7 , the Company has conducted its business in the Ordinary Course of Business and there has not been with respect to the Company or any Subsidiary:

(i)

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;   

(ii)

any material loss of customers. A correct and complete list of all customers lost in the preceding twelve (12) months, including all revenue generated from any customer generating at least $2,500 per month in revenue for the Company for the twelve (12) months preceding the date on which they were no longer customers will be provided upon request of Buyer;   

(iii)

any contingent liability incurred thereby as guarantor or otherwise with respect to the obligations of others;   

(iv)

any mortgage, encumbrance or lien placed on any of the properties thereof;   

(v)

any material obligation or liability incurred thereby other than obligations and liabilities incurred in the Ordinary Course of Business;   

(vi)

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;   

(vii)

any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, assets or business thereof;   

(viii)

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;

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(ix)

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;

(x)

any change with respect to the management, supervisory or other key personnel thereof;   

(xi)

any payment or discharge of a material Lien or liability thereof which lien was not either shown on the Company Compiled Balance Sheet or incurred in the Ordinary Course of Business thereafter;   

(xii)

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;

(b)

Except as otherwise set forth in Schedule 2.7 attached hereto, since the date of the Balance Sheet Date the Company has conducted its business only in the Ordinary Course of Business and there has not been:

(i)

any event, circumstance, or change that had a Material Adverse Effect;

(ii)

any material damage, destruction, or loss (whether or not covered by insurance) to any of the Company’s assets (other than the disposition of Inventory in the Ordinary Course of Business); or

(iii)

any Material Adverse Effect on the Company’s sales patterns, pricing policies, accounts receivable, or accounts payable.

(c)

Except as set forth on Schedule 2.7 , since January 1, 2007, the Company has not:

(i)

merged with or consolidated with any other corporation or acquired any business or assets;

(ii)

changed the Company’s issued equity securities; granted any option or right to purchase equity securities of the Company; issued any security convertible into or exchangeable or exercisable for such equity securities; granted any registration rights; purchased, redeemed, retired, or otherwise acquired any securities of any person; or declared or paid any dividend or other distribution or payment in respect of equity securities except for reasonable distributions for the payment of taxes by the members of the Company;

(iii)

amended the Articles of Organization or the Company Regulations;

(iv)

created, incurred, assumed, guaranteed, or otherwise become liable or obligated with respect to any indebtedness, or made any loan or advance to, or any investment in, any person, except in the Ordinary Course of Business;

(v)

filed any amendment to any Tax Return, made any change in any election relating to Taxes already made, adopted or changed any accounting method relating to Taxes, entered into any closing agreement relating to any Taxes, settled any claim or assessment relating to Taxes or consented to any claim or assessment relating to Taxes or waiver of the statutory period of limitations for any such claim or assessment, or made any new election, with respect to any Tax law in any jurisdiction which election could have an effect on the Tax treatment of the Company;

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(vi)

sold, transferred, leased, mortgaged, encumbered, or otherwise disposed of, or agreed to sell, transfer, lease, mortgage, encumber, or otherwise dispose of, any assets used in the Company’s business except (A) in the Ordinary Course of Business, or (B) pursuant to this Agreement or any Material Agreement;

(vii)

disposed of or permitted to lapse any Company IP, or disposed of or disclosed to any person other than representatives of Buyer any material trade secret rights, in each instance other than in the Ordinary Course of Business;

(viii)

settled any claim or litigation, or filed any motions, orders, briefs, or settlement agreements in any proceeding before any Governmental Entity or any arbitrator;

(ix)

incurred or approved, or entered into any contract or commitment to make, any expenditures in excess of $2,500 other than in the Ordinary Course of Business;

(x)

maintained the books of the Company other than in accordance with GAAP and on a basis consistent with prior periods or made any change in any of the Company’s accounting methods or practices that would be required to be disclosed under GAAP;

(xi)

suffered any extraordinary losses, or cancelled or waived any claims or rights with a value to the Company in excess of $2,500;

(xii)

made any payment to any Affiliate or forgiven any indebtedness due or owing from any Affiliate other than transactions in the Ordinary Course of Business;

(xiii)

engaged in any one or more activities or transactions with an Affiliate of the Company other than in the Ordinary Course of Business; or

(xiv)

committed, whether in writing or orally, to do any of the foregoing.

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 Compiled 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.

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(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.

Section 2.9

Title to Properties . The Company does not own any real property.  The Company has good and marketable title to all of its assets as shown in List of Assets attached hereto as Exhibit A and 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 or any Subsidiary has leased or owned its properties or owned or operated any facilities, to the Knowledge of the Company, 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 or any Subsidiary having taken possession of any of such properties or facilities. 

(b)

None of the properties or facilities of the Company or any Subsidiary is in violation of any U.S. 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 or any Subsidiary has owned or leased its properties and facilities, there has been no litigation brought or threatened against the Company or any Subsidiary by, or any settlement reached by the Company or any Subsidiary 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)

Schedule 2.11(b) attached hereto 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

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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 Schedule 2.11(b) constitutes all of the Intellectual Property used by and necessary for the Company and its Subsidiaries to operate their respective business as currently conducted and currently proposed to be conducted. The Company or its Subsidiaries owns all legal and beneficial right, title and interests in the Company IP, and the Company or its Subsidiaries has the valid, sole and exclusive right to use, assign, transfer and license all such Company IP for the life thereof 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 Schedule 2.11(b) 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.

(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. Neither the Company nor its Subsidiaries has infringed, misappropriated or otherwise violated or conflicted with any Intellectual Property of any third party. The operation of the Company and its Subsidiaries does not, as currently conducted and currently proposed to be conducted, infringe, misappropriate or otherwise violate or conflict with the 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 Schedule 2.11(b) 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