AGREEMENT AND PLAN OF REORGANIZATION

                      AGREEMENT AND PLAN OF REORGANIZATION

                                  MODAVOX, INC.

                           KINO ACQUISITION SUB, INC.

                              KINO INTERACTIVE, LLC

      THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is dated as
of the latest date set forth on the signature page (the "Signature Date"), and
is among MODAVOX, INC., a Delaware corporation ("Modavox"); KINO ACQUISITION
SUB, INC., a Delaware corporation and wholly owned Subsidiary of Modavox to be
formed ("Subsidiary"); and KINO INTERACTIVE, LLC, an Arizona limited liability
company to be formed ("Kino"). Modavox, Subsidiary and Kino are sometimes
referred to individually as the "Party" and collectively as the "Parties."

                              STATEMENT OF PURPOSE

      A. The Boards of Directors of Modavox and Subsidiary and the members of
Kino deem it advisable and in the best interests of each entity and its
respective holders of equity interests that Modavox and Kino combine to advance
their long-term business interests;

      B. The combination of Modavox and Kino will be effected by the terms of
this Agreement through a transaction (the "Merger") in which (i) Kino will merge
with and into Subsidiary, and (ii) the members of Kino will become stockholders
of Modavox; and

      C. For federal income tax purposes, it is intended that the Merger will
qualify as reorganization within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended (the "Code").

                                    AGREEMENT

      In consideration of the foregoing and the respective representations,
warranties, covenants and agreements set forth below, the Parties agree as
follows:

                                    ARTICLE 1

                                   THE MERGER

1.1   EFFECTIVE TIME OF THE MERGER. Subject to the provisions of this Agreement,
      Modavox, Subsidiary and Kino will duly prepare, execute, acknowledge and
      deliver to the Delaware Secretary of State an Agreement of Merger in such
      form as is required by the relevant provisions of the Delaware Business
      Corporation Law (the "DBCL") for filing as soon as practicable on or after
      the Closing Date (as defined in Section 1.2). The Merger will be effective
      upon the filing of the Certificate of Merger to be filed with and accepted
      by the Delaware Secretary of State (the "Effective Time").
<PAGE>

1.2   CLOSING. The closing of the Merger (the "Closing") will take place at 1:00
      p.m., Arizona Time, in Phoenix, Arizona at a location Modavox specifies by
      not later than February 28, 2006 (the "Closing Date"), provided that the
      other closing conditions set forth in Article 6 have been met or waived as
      provided in Article 6 at or prior to the Closing,

1.3   EFFECTS OF THE MERGER. At the Effective Time (i) the separate existence of
      Kino will cease, and it will be merged with and into Subsidiary (sometimes
      hereinafter the "Surviving Entity"), (ii) the Certificate of Incorporation
      of Subsidiary will become the Certificate of Incorporation of the
      Surviving Entity, and (iii) the Bylaws of Subsidiary will become the
      Bylaws of the Surviving Entity. At and after the Effective Time, the
      Surviving Entity will possess all the rights, privileges, powers and
      franchises of a public as well as of a private nature, and be subject to
      all the restrictions, disabilities and duties of Kino; and all singular
      rights, privileges, powers and franchises of Kino, and all property, real,
      personal and mixed, and all debts due to Kino on whatever account, as well
      as for subscriptions for membership interests and all other things in
      action or belonging to Kino, will be vested in the Surviving Entity, and
      all property, rights, privileges, powers and franchises, and all and every
      other interest will be thereafter as effectually the property of the
      Surviving Entity as they were of Kino, and the title to any real estate
      vested by deed or otherwise, in Kino, will not revert or be in any way
      impaired but all rights of creditors and all liens upon any property of
      Kino will be preserved unimpaired, and all debts, liabilities and duties
      of Kino will thereafter attach to the Surviving Entity, and may be
      enforced against it to the same extent as if such debts and liabilities
      had been incurred by it.

1.4   DIRECTORS AND EXECUTIVE OFFICERS. The directors and executive officers of
      Modavox immediately prior to the Effective Time will be the initial
      directors, executive officers of the Surviving Entity, each of whom will
      hold office in accordance with the organizational documents of the
      Surviving Entity, until their respective successors are duly elected or
      appointed. In addition, Kino will have the right to appoint two additional
      directors to the board of directors of the Surviving Entity in addition to
      Nathan T. Bradley who has already been appointed to Modavox's Board of
      Directors.

                                    ARTICLE 2

                            CONVERSION OF SECURITIES

2.1   CONVERSION OF CAPITAL. As of the Effective Time, by virtue of the Merger
      and without any action on the part of the holder of any membership
      interests of Kino or capital stock of the Surviving Entity:


                                       2
<PAGE>

      (a)   Capital Stock of Surviving Entity. Each issued and outstanding share
            of the capital stock of Subsidiary will be converted into and become
            one fully paid and nonassessable share of Common Stock of the
            Surviving Entity.

      (b)   Conversion of Kino's Membership Interests. Subject to Section 2.2,
            all of the issued and outstanding membership interests of Kino
            ("Kino's Membership Interests"), will be converted into the right to
            receive eight million (8,000,000) shares of Modavox Common Stock,
            two million (2,000,000) shares of Modavox Class A Convertible
            Preferred Stock and two million (2,000,000) shares of Modavox Class
            B Convertible Preferred Stock ("Merger Shares"). The Class A
            Convertible Preferred Stock will have the attributes described in
            the Certificate of Designation attached hereto as Exhibit 2.1(b-1).
            The Class B Convertible Preferred Stock will have the attributes
            described in the Certificate of Designation attached hereto as
            Exhibit 2.1(b-2). Kino's Membership Interests, when so converted,
            will no longer be outstanding and will automatically be canceled and
            retired and will cease to exist, and each holder of Kino's
            Membership Interests will cease to have any rights with respect
            thereto, except the right to receive the Merger Shares to be issued
            in consideration therefor in accordance with this Article 2.

      (c)   Exchange Procedures. Upon conversion of Kino's Membership Interests
            pursuant to Section 2.1(b) into the right to receive shares of
            Modavox Common Stock, each holder of the Kino Membership Interests
            will be entitled to receive in exchange therefor a certificate
            representing that number of whole Merger Shares which such holder
            has the right to receive pursuant to the provisions of Section
            2.1(b); provided, however, that the Modavox Escrow Shares and Kino
            Escrow Shares (as such terms are defined in Sections 2.3(a) and
            2.3(b)) shall be retained by the Escrow Agent (as such term is
            defined in Section 2.3(a)) in accordance with the provisions of the
            Escrow Agreement (as such term is defined in Section 2.3(a)). The
            Merger Shares (including the Kino Escrow Shares) and the Modavox
            Escrow Shares will be deemed to have been issued at the Effective
            Time.

      (d)   No Further Ownership Rights in Kino's Membership Interests. All
            shares of Modavox Common Stock issued upon the exchange of Kino's
            Membership Interests in accordance with the terms hereof will be
            deemed to have been issued in full satisfaction of all rights
            pertaining to Kino's Membership Interests, and there will be no
            further registration of transfers on the stock transfer books of the
            Surviving Entity of Kino's Membership Interests which were
            outstanding immediately prior to the Effective Time.

      (e)   No Fractional Shares. No certificate or scrip representing
            fractional shares of Modavox Common Stock will be issued upon the
            exchange of Kino's Membership Interests, and such fractional shares
            will not entitle the owner thereof to vote or to any rights of a
            stockholder of Modavox. If there are fractional shares, each member
            will round up such fractional share that is one-half or greater to
            the nearest whole number and round down to the nearest whole number
            for each fractional share that is less than one-half.


                                       3
<PAGE>

2.2   STOCK ESCROW.

      (a)   Modovox Escrow Shares. In addition to the Merger Shares, one million
            two hundred thousand (1,200,000) shares of Modavox Common Stock (the
            "Modavox Escrow Shares") will be issued to each holder of the Kino
            Membership Interests pro rate in accordance with their Kino
            Membership Interests and deposited in escrow (the "Escrow") with the
            Company's transfer agent, Interwest Transfer Co., Inc. ("Escrow
            Agent"), to be held and administered in accordance with an Escrow
            Agreement, substantially in the form attached hereto as Exhibit 2.3
            (the "Escrow Agreement"). While in Escrow, all voting rights with
            respect to the Modavox Escrow Shares will reside with Modavox's
            Board of Directors. Any securities received by the Escrow Agent in
            respect of any Modavox Escrow Shares held in the Escrow as a result
            of any stock split or combination of shares of Modavox Common Stock,
            payment of a stock dividend or other stock distribution in or on
            shares of Modavox Common Stock, or change of Modavox Common Stock
            into any other securities pursuant to or as a part of a merger,
            consolidation, acquisition of property or stock, separation,
            reorganization or liquidation of Modavox, or otherwise, will be held
            by the Escrow Agent as, and will be included within the definition
            of, Modavox Escrow Shares. The Modavox Escrow Shares will be
            available to satisfy any indemnification obligations arising under
            Section 7.2 during the indemnification period specified in Section
            7.1.

      (b)   Kino Escrow Shares. 15% of the Merger Shares (the "Kino Escrow
            Shares") will be deposited in the Escrow with the Escrow Agent, to
            be held and administered in accordance with the Escrow Agreement,
            such Kino Escrow Shares to be withheld and deducted, pro rata, from
            the Merger Shares otherwise issuable to each holder of Kino's
            Membership Interests. By approving the Merger, the holders of the
            Merger Shares will agree to be bound with respect to the
            indemnification obligations of Kino arising under Section 7.3.
            Notwithstanding the escrow of the Kino Escrow Shares, dividends or
            other distributions declared and paid on such shares will continue
            to be paid by Modovox to the holders of Kino Escrow Shares and all
            voting rights with respect to such shares will inure to the benefit
            of and be enjoyed by such stockholders. Any securities received by
            the Escrow Agent in respect of any Kino Escrow Shares held in escrow
            as a result of any stock split or combination of shares of Modavox
            Common Stock, payment of a stock dividend or other stock
            distribution in or on shares of Modavox Common Stock, or change of
            Modavox Common Stock into any other securities pursuant to or as a
            part of a merger, consolidation, acquisition of property or stock,
            separation, reorganization or liquidation of Modavox, or otherwise,
            will be held by the Escrow Agent as, and will be included within the
            definition of, Kino Escrow Shares. The Kino Escrow Shares will be
            available to satisfy any indemnification obligations arising under
            Section 7.3 during the indemnification period specified in Section
            7.1.


                                       4
<PAGE>

2.3   STOCKHOLDER REPRESENTATIVE.

      (a)   Each holder of Kino's Membership Interests who has approved the
            Merger and received Merger Shares will have irrevocably authorized
            and appointed the chief executive officer of the Surviving
            Corporation (the "Stockholder Representative"), with full power of
            substitution and resubstitution, as such stockholder's
            representative and true and lawful attorney-in-fact and agent to
            execute in the name and on behalf of such stockholder the Escrow
            Agreement and any other agreement, certificate, instrument or
            document to be delivered by such stockholder in connection with the
            Escrow Agreement.

      (b)   The Stockholder Representative will not be liable for any act done
            or omitted hereunder or under the Escrow Agreement as the
            Stockholder Representative while acting in good faith and in the
            exercise of reasonable judgment. The stockholders on whose behalf
            the Kino Escrow Shares and Modavox Escrow Shares were contributed to
            the Escrow will indemnify the Stockholder Representative and hold
            the Stockholder Representative harmless against any loss, liability
            or expense incurred without gross negligence or bad faith on the
            part of the Stockholder Representative and arising out of or in
            connection with the acceptance or administration of the Stockholder
            Representative's duties hereunder and under the Escrow Agreement,
            including the reasonable fees and expenses of any legal counsel
            retained by the Stockholder Representative.

      (c)   A decision, act, consent or instruction of the Stockholder
            Representative will constitute a decision of the stockholders on
            whose behalf the Kino Escrow Shares and Modavox Escrow Shares were
            contributed and will be final, binding and conclusive upon such
            stockholders; and the Escrow Agent and the Indemnitee (as defined in
            Section 7.4) may rely upon any such decision, act, consent or
            instruction of the Stockholder Representative as being the decision,
            act, consent or instruction of such stockholders. The Escrow Agent
            and the Indemnitee are hereby relieved from any liability to any
            person for any acts done by them in accordance with such decision,
            act, consent or instruction of the Stockholder Representative.
            ARTICLE 3


                                       5
<PAGE>

                         REPRESENTATIONS AND WARRANTIES

3.1   REPRESENTATIONS AND WARRANTIES OF KINO. Kino hereby represents and
      warrants to Modavox that except as set forth on Kino's exceptions schedule
      ("Kino's Exceptions Schedule") attached hereto as Schedule 3.1:

      (a)   Organization and Standing. Kino is a limited liability company duly
            organized, validly existing and in good standing, all under the laws
            of the State of Arizona, and has all requisite power and authority
            to conduct its business in the place where the business is now
            conducted and to own, lease and operate its assets, as now
            conducted, owned, leased and operated. Kino is duly qualified or
            licensed to do business and is in good standing under the laws of
            each state or other jurisdiction in which the nature of the business
            or location of the assets requires such qualification or licensing,
            and where the failure to be so qualified or licensed and in good
            standing would not individually or in the aggregate have a material
            adverse effect on Kino.

      (b)   Authority. Kino has the full legal right, power, capacity and
            authority to enter into this Agreement and all other agreements,
            instruments and documents to be signed and delivered by Kino in
            connection herewith (the "Sale Documents"), and to carry out its
            obligations hereunder and thereunder. The managing members of Kino
            (i) has made assessments of the value of Kino and has taken other
            actions as to satisfy the fiduciary duties that must be satisfied by
            it to enable Kino to enter into this Agreement and to render this
            Agreement binding upon Kino in accordance with its terms and (ii)
            has duly approved the Sale Documents to which Kino is a party and
            has duly authorized the execution and delivery of the Sale Documents
            to which Kino is a party and the consummation of the transactions
            contemplated thereby. Kino has taken, or will prior to the Closing
            Date have taken, all actions necessary to authorize it to enter into
            and perform its obligations under this Agreement and the Sale
            Documents, and to consummate the transactions contemplated hereby.
            This Agreement has been duly executed and delivered by Kino, and
            this Agreement and the Sale Documents constitute the legal, valid
            and binding obligations of Kino enforceable against Kino in
            accordance with their terms.

      (c)   Compliance with Law. Kino has complied, and is in compliance, with
            all applicable federal, state and local laws, statutes, licensing
            requirements, rules and regulations, and judicial or administrative
            decisions applicable to Kino, except where failure to be in
            compliance therewith would not have a material adverse effect upon
            Kino. To Kino's knowledge, Kino has been granted all permits from
            federal, state, and local government regulatory bodies necessary to
            carry on its business, all of which are currently valid and in full
            force and effect. There is no order issued, investigation or
            proceeding pending or, to Kino's knowledge, threatened, or notice
            served with respect to any violation of any law, ordinance, order,
            writ, decree, rule or regulation issued by any federal, state, local
            or foreign court or governmental or regulatory agency or
            instrumentality applicable to Kino.


                                       6
<PAGE>

      (d)   No Conflict or Default. Neither the signing and delivery of this
            Agreement nor compliance with the terms and provisions hereof,
            including the consummation of the transactions contemplated hereby,
            will conflict with or result in the breach of any term, condition or
            provision of either Kino's certificate of organization or operating
            agreement, or any material agreement, deed, contract, mortgage,
            indenture, writ, order, decree, legal obligation or instrument to
            which Kino is a party or by which it is or may be bound or
            constitute a default (or an event which, with the lapse of time or
            the giving of notice, or both, would constitute a default)
            thereunder or, to Kino's knowledge, violate any statute, regulation
            or ordinance of any governmental authority.

      (e)   Brokers' and Finders' Fees. Kino is not obligated to pay any fees or
            expenses of any broker or finder in connection with the origin,
            negotiation or signing of this Agreement or in connection with any
            transactions contemplated hereby.

      (f)   Taxes.

            (i)    All returns and reports in respect of Taxes (as hereinafter
                   defined) required to be filed with respect to Kino have been
                   timely filed. All Taxes required to be shown on such returns
                   and reports or otherwise due have been timely paid. All such
                   returns and reports are true, correct and complete in all
                   material respects. No adjustment relating to such returns has
                   been proposed formally or informally by any Tax authority
                   (insofar as either relates to the activities or income of
                   Kino or could result in liability of Kino on the basis of
                   joint and/or several liability) and, to the best knowledge of
                   Kino (after due inquiry), no basis exists for any such
                   adjustment. There are no pending or, to the best knowledge of
                   Kino (after due inquiry), threatened actions or proceedings
                   for the assessment or collection of Taxes against Kino. Kino
                   has not granted any waiver of any statute of limitations with
                   respect to, or any extension of a period for the assessment
                   of any Tax. There are no Tax liens on any assets of Kino,
                   except liens for current Taxes not yet due. The accruals and
                   reserves for Taxes reflected in Kino's financial statements,
                   and the accruals and reserves provided on Kino's Exceptions
                   Schedule, are adequate to satisfy all liabilities for Taxes
                   relating to Kino for periods through the Effective Time
                   (without regard to the materiality thereof). Kino is not a
                   party to any contract, agreement, plan or arrangement,
                   including but not limited to the provisions of this
                   Agreement, that would result, separately or in the aggregate,
                   in the payment of any "excess parachute payments" within the
                   meaning of Section 280G of the Code. Kino is not a party to
                   or bound by any tax sharing or tax allocation or other
                   agreement, instrument or arrangement which would prohibit or
                   limit Kino, with respect to any period after the Effective
                   Time, (i) from entering into or performing under any tax
                   sharing or tax allocation agreement, or any other arrangement
                   regarding the allocation, among Modavox and Kino, of federal,
                   state and local income, franchise or other tax liabilities,
                   credits, deductions or other tax-related matters, or (i) from
                   consenting to join in the filing of a consolidated federal
                   income tax return. Kino is not aware of any agreement, plan
                   or other circumstance that would prevent the Merger from
                   qualifying under Section 368(a) of the Code.


                                       7
<PAGE>

            (ii)   As used in this Agreement, "Tax" or "Taxes" means any and all
                   taxes, fees, levies, duties, tariffs, imposts, and other
                   charges of any kind (together with any and all interest,
                   penalties, additions to tax and additional amounts imposed
                   with respect thereto) imposed by any governmental or taxing
                   authority including, without limitation: taxes or other
                   charges on or with respect to income, franchises, windfall or
                   other profits, gross receipts, property, sales use, capital
                   stock, payroll, employment, social security, workers'
                   compensation, unemployment compensation, or net worth; taxes
                   or other charges in the nature of excise, withholding, ad
                   valorem, stamp, transfer, value added, or gains taxes;
                   license, registration and documentation fees; and customs'
                   duties, tariffs, and similar charges. Kino has not to its
                   knowledge violated any of the health care continuation
                   coverage requirements of the Consolidated Omnibus Budget
                   Reconciliation Act of 1985 ("COBRA") prior to the Closing
                   Date.

      (g)   Books and Records. The books and records of Kino to which Modavox
            and its accountants and attorneys have been given access are the
            true books and records of Kino, and truly and fairly reflect the
            underlying facts and transactions in all material respects.

      (h)   Interested Party Relationships. Kino has no material financial
            interest, direct or indirect, in any material supplier or customer
            or other party to any contract, which is material to Modavox or
            Kino, or in competition with, Modavox or Kino.


                                       8
<PAGE>

      (i)   Labor Matters.

            (i)    To Kino's knowledge, Kino is in compliance in all material
                   respects with Title VII of the Civil Rights Act of 1964, as
                   amended, the Fair Labor Standards Act, as amended, and the
                   Occupational Safety and Health Act of 1970, as amended.

            (ii)   There are no written or oral separation, severance or golden
                   parachute agreements or understandings with the service
                   providers of Kino.

            (iii)  Kino (a) is in compliance in all material respects with all
                   applicable foreign, federal, state and local laws, rules and
                   regulations respecting employment, employment practices,
                   terms and conditions of employment and wages and hours, in
                   each case, with respect to employees, (b) has withheld all
                   amounts required by law or by agreement to be withheld from
                   the wages, salaries and other payments to employees, (c) is
                   not liable for any arrears of wages or any taxes of any
                   penalty for failure to comply with any of the foregoing, and
                   (d) is not liable for any payment to any trust or other fund
                   or to any governmental or administrative authority, with
                   respect to unemployment compensation benefits, social
                   security or other benefits or obligations for employees
                   (other than routine payments to be made in the normal course
                   of business and consistent with past practice).

      (j)   Employees and Employee Benefit Plans.

            (i)    Except as set forth on Kino's Exception's Exhibit, (i) Kino
                   is not a party to any pension, profit sharing, savings,
                   retirement or other deferred compensation plan, or any bonus
                   (whether payable in cash or stock) or incentive program, or
                   any group health plan (whether insured or self-funded), or
                   any disability or group life insurance plan or other employee
                   welfare benefit plan, or to any collective bargaining
                   agreement or other agreement, written or oral, with any trade
                   or labor union, employees association or similar organization
                   (a "Plan"); (ii) Kino does not have any plan or commitment,
                   whether legally binding or not, to establish a Plan; and
                   (iii) Kino is not a party to, nor has it made any
                   contribution to or otherwise incurred any obligation under,
                   any "multi-employer plan" as defined in Section 3(37) of the
                   Employee Retirement Income Security Act of 1974, as amended.

            (ii)   There are no strikes or labor disputes pending or, to the
                   knowledge of Kino, threatened by, or, any attempts at union
                   organization of, any of the Employees. None of the Employees
                   whose continued services are material to Kino has terminated
                   employment, and to the knowledge of Kino no such Employee or
                   group of Employees intends to terminate their employment.


                                       9
<PAGE>

            (iii)  To the knowledge of Kino, no Employee is or will be in
                   violation of any judgment, decree or order, or any term of
                   any employment contract, or other contract or agreement
                   relating to the relationship of any of such Employee with
                   Kino or any other party because of the nature of the business
                   conducted by Kino.

            (iv)   Kino has not, to its knowledge, violated any of the health
                   care continuation coverage requirements of COBRA prior to the
                   Closing Date.

      (k)   Environmental Matters.

            (i)    As of the date hereof, no material amount of any substance
                   that has been designated by applicable law or regulation to
                   be radioactive, toxic, hazardous or otherwise a danger to
                   health or the environment, excluding office, janitorial and
                   similar substances (a "Hazardous Material"), is present, as a
                   result of the actions of Kino or, to Kino's knowledge, as a
                   result of any actions of any third party or otherwise, in, on
                   or under any property, including the land and the
                   improvements, ground water and surface water, that Kino has
                   at any time owned, operated, occupied or leased. To the
                   knowledge of Kino, no underground storage tanks are present
                   under any property that Kino has at any time owned, operated,
                   occupied or leased.

            (ii)   At no time has Kino transported, stored, used, manufactured,
                   disposed of, released or exposed its employees or others to
                   Hazardous Materials (collectively, "Hazardous Materials
                   Activities") in violation of any law, rule, regulation or
                   treaty promulgated by any governmental entity, except for
                   Hazardous Materials Activities which have not had and are not
                   likely to have a material adverse effect on Kino.

            (iii)  Kino currently holds all environmental approvals, permits,
                   licenses, clearances and consents (the "Environmental
                   Permits") necessary for the conduct of its business as such
                   businesses is currently being conducted, except for such
                   Environmental Permits the absence of which would not be
                   likely to have a material adverse effect on Kino.

            (iv)   No action, proceeding, writ, injunction or claim is pending
                   or, to the knowledge of Kino, threatened concerning any
                   Environmental Permit or any Hazardous Materials Activity of
                   Kino. Kino is not aware of any fact or circumstance which
                   could reasonably be expected to involve Kino in any
                   environmental litigation or impose upon Kino any liability
                   concerning Hazardous Materials Activities which would be
                   reasonably likely to have a material adverse effect on Kino.


                                       10
<PAGE>

      (l)   Litigation. Except as set forth in Kino's Exceptions Schedule, there
            is no claim, litigation, action, suit or proceeding, administrative
            or judicial, pending or, to Kino's knowledge, threatened against
            Kino relating to Kino, at law or in equity, before any federal,
            state, local or foreign court, regulatory agency, other governmental
            authority or any arbitration or mediation forum, including any
            unfair labor practice or grievance proceedings or otherwise.

      (m)   Financial Statements. Kino has delivered, or will deliver, to
            Modavox its pro forma balance sheets (the "Balance Sheets") as of
            October 31, 2005 and December 31, 2004 and its pro forma income
            statements for the ten months ended October 31, 2005 and the fiscal
            year or period ended December 31, 2004 (together with the Balance
            Sheets, the "Financial Statements"). The Financial Statements (i)
            are in accordance with Kino's books and records, and (ii) fairly and
            accurately present Kino's financial condition at the respective
            dates therein indicated and the results of operations for the
            respective periods therein specified. Kino does not have any
            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, reserved against or disclosed in
            the Financial Statements, except for those that may have been
            incurred after December 31, 2004 in the ordinary course of its
            business consistent with past practice, and which are disclosed by
            Kino on its Exceptions Schedule. Since the Balance Sheet Date, and
            except as set forth on Kino's Exceptions Schedule, there has not
            been:

            (i)    Any material adverse change in Kino's financial condition,
                   results of operation, assets, or liabilities or any
                   occurrence, circumstance or combination thereof which
                   reasonably could be expected to result in such a material
                   adverse change;

            (ii)   Any change, other than in the ordinary course of business,
                   made by Kino in its method of operating the business or its
                   accounting practices relating thereto;

            (iii)  Any sale, lease, or disposition of, or any agreement to sell,
                   lease or dispose of any of the assets, other than sales,
                   leases or dispositions in the usual and ordinary course of
                   business and other than pursuant to this Agreement;

            (iv)   Any modification, waiver, change, amendment, release,
                   rescission, accord and satisfaction, or termination of, or
                   with respect to, any term, condition or provision of any
                   material contract relating to or affecting Kino, the
                   business, the assets and/or the liabilities, other than any
                   satisfaction by performance in accordance with the terms
                   thereof in the usual and ordinary course of business;


                                       11
<PAGE>

            (v)    Any adverse relationships or conditions with vendors,
                   suppliers or customers that may have a material adverse
                   effect on Kino;

            (vi)   Any return of any of Kino's products by a purchaser or user
                   thereof (other than for minor nonrecurring warranty
                   problems), and Kino is not aware of any (i) pending warranty
                   claims for such products, (ii) right to return such products
                   (other than units under customary evaluation terms), or (iii)
                   evaluation units expected to be returned after their
                   evaluation period;

            (vii)  Any borrowing or lending of money by Kino, including to or
                   from the members or managers thereof (the "Principals"), but
                   excluding for this purpose sales made on ordinary trade
                   terms;

            (viii) Any other event or condition of any character that has had a
                   material adverse effect, or could reasonably be expected to
                   have a material adverse effect, on Kino; or

            (ix)   Any agreement by Kino and/or the Principals to do, cause or
                   effect any of the foregoing events, set forth in sections (i)
                   through (viii) above.

      (n)   Undisclosed Liabilities. There are no material debts, claims,
            liabilities or obligations with respect to Kino or to which the
            assets are subject, liquidated, unliquidated, accrued, absolute,
            contingent or otherwise, that are not identified in Kino's Financial
            Statements or on Kino's Exceptions Schedule.

      (o)   Intellectual Property.

            (i)    Kino owns, is licensed or is otherwise entitled to exercise,
                   without restriction, all rights to all material intellectual
                   property and all other material tangible and intangible
                   information or material in any form (the "Intellectual
                   Property"), as used or currently proposed to be used by Kino,
                   without, to the knowledge of Kino, any conflict with or
                   infringement of the rights of others. A schedule of the
                   Intellectual Property is attached hereto as Schedule 3.1(o).

            (ii)   Kino is the owner or exclusive licensee of, with all right,
                   title and interest in and to, free and clear of any Liens (as
                   hereinafter defined), the Intellectual Property, and has the
                   exclusive right to make, have made, use, sell, copy, create
                   derivative works of, distribute, publicly perform, publicly
                   display, license, assign, transfer, convey or dispose thereof
                   or the products, processes and materials covered thereby. All
                   patents and unregistered and registered trademarks, service
                   marks, and other company, product or service identifiers and
                   all registered and unregistered copyrights held by Kino are
                   valid and enforceable.


                                       12
<PAGE>

            (iii)  To the knowledge of Kino, there has not been, and there is
                   not now, any unauthorized use, infringement or
                   misappropriation of any of the Intellectual Property Rights
                   by any third party service provider of Kino, by its
                   Principals, or by any other third party.

            (iv)   No person has asserted or threatened to assert any claims
                   with respect to any of the Intellectual Property (i)
                   contesting the right of Kino to use, exercise, sell, license,
                   transfer or dispose of any of the Intellectual Property or
                   any products, processes or materials covered thereby, or (ii)
                   challenging the ownership, validity or enforceability of any
                   of the Intellectual Property. None of the Intellectual
                   Property is subject to any outstanding order, judgment,
                   decree, stipulation or agreement related to or restricting in
                   any manner the licensing, assignment, transfer or conveyance
                   thereof by Kino.

            (v)    Kino is in material compliance with the terms and conditions
                   of all licenses, sublicenses and other agreements to which
                   Kino is a party and pursuant to which Kino is authorized to
                   use, exercise, or receive any benefit from any intellectual
                   property non-exclusively licensed to Kino (the "Licensed
                   Intellectual Property"). Kino has no knowledge of any
                   assertion, claim or threatened claim that Kino and/or its
                   Principals have breached any terms or conditions of such
                   licenses, sublicenses or other agreements.

            (vi)   None of the Licensed Intellectual Property is subject to any
                   outstanding order, judgment, decree, stipulation or agreement
                   related to or restricting in any manner the use by or
                   licensing thereof to Kino.

            (vii)  Kino has the right to assign all the Intellectual Property
                   and the Licensed Intellectual Property to Modavox pursuant to
                   the terms of this Agreement. Kino is not, nor will it be, as
                   a result of the signing and delivery of this Agreement or the
                   performance of its obligations hereunder, in violation of,
                   nor will it lose or in any way impair, any material rights
                   pursuant to any license, sublicense or agreement pertaining
                   to the Intellectual Property or Licensed Intellectual
                   Property. If required by the terms of any licenses,
                   sublicenses or other agreements with respect to the Licensed
                   Intellectual Property, Kino has secured or will promptly
                   secure valid written consents from the licensors thereof to
                   the assignment of such Licensed Intellectual Property to
                   Modavox pursuant to the terms of this Agreement.


                                       13
<PAGE>

            (viii) The manufacture, marketing, license, sale or use of any
                   product or service as now used or offered or proposed for use
                   or sale by Kino does not, to the knowledge of Kino, infringe
                   any copyright, patent, trademark, service mark, trade secret
                   or other intellectual property right of any third party or
                   violate any license or agreement with any third party. Kino
                   knows of no claims and has not been sued or charged in
                   writing as a defendant in any claim, suit, action or
                   proceeding which involves a claim of infringement of any
                   patents, trademarks, service marks, trade secret rights,
                   copyrights or other intellectual property rights and which
                   has not been finally terminated prior to the date hereof;
                   there are no such charges or claims outstanding; and Kino
                   does not have any outstanding restrictions or infringement
                   liability with respect to any patent, trade secret,
                   trademark, service mark, copyright or other intellectual
                   property right of another.

            (ix)   Kino has not entered into any agreement to indemnify any
                   other person against any charge of infringement of any third
                   party intellectual property right, the Intellectual Property
                   or the Licensed Intellectual Property.

            (x)    Kino has taken reasonable steps to protect and preserve the
                   confidentiality of all inventions, algorithms, formulas,
                   schematics, technical drawings, ideas, know-how, all other
                   processes not otherwise protected by patents or patent
                   applications, source code, object code, program listings and
                   trade secrets related to Kino, or owned by Kino
                   (collectively, the "Confidential Information"), including the
                   marking thereof with appropriate "Proprietary" or
                   "Confidential" legends, the establishment of policies for the
                   handling, disclosure and use of the Confidential Information,
                   and the acquisition of valid written nondisclosure agreements
                   from any party receiving the Confidential Information. All
                   the Confidential Information is presently and as of the
                   Closing Date will be located at Kino's address as set forth
                   in this Agreement. All use, disclosure or appropriation of
                   the Confidential Information by a third party has been
                   pursuant to the terms of a written agreement between Kino and
                   such third party. All use, disclosure or appropriation of
                   inventions, algorithms, formulas, schematics, technical
                   drawings, ideas, know-how, all other processes not otherwise
                   protected by patents or patent applications, source code,
                   object code, program listings and trade secrets not owned by
                   Kino (the "Licensed Confidential Information") has been