MERGER AGREEMENT

This MERGER AGREEMENT (the “Agreement”) is made as of March 26, 2007 by and among Onstream Media Corporation (“Onstream”), a Florida corporation; Infinite Conferencing Inc., a Florida corporation wholly owned by Onstream (the “Merger Sub”); Infinite Conferencing, LLC (the “Company”), a Georgia limited liability company; Keith Maddox (“Maddox”), Deborah Jackson (“Jackson”), (Maddox and Jackson are referred to as the “Principal Members” and each individually as a “Principal Member”), Omar Maratouk (“Maratouk”), Joe Buz (“Buz”), Richard Carlston (“Carlston”), Michelle Barnes (“Barnes”) and David Kott ("Kott") (together with the Principal Members, Maratouk, Buz, Carlston and Barnes are referred to as the “Members” and each individually as a “Member” ).

A.   Onstream wishes to acquire all of the outstanding Membership Interests of the Company from the Members.

B.   Onstream has caused the formation of Merger Sub for the purpose of accomplishing a triangular merger with the Company.

C.   The parties have determined that it is in their respective best interests to merge the Company with and into Merger Sub (the “Merger”) and to undertake such other actions described herein, all on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, the parties agree as follows:

In connection with the Merger, the respective boards of directors of Onstream and the Merger Sub, and all the Members of the Company, have, by resolutions duly adopted, approved the following provisions of this Article I as the plan of merger required by the applicable provisions of the Florida Corporate and LLC Law ("Florida Corporate Law"). Georgia Corporate and LLC Laws (the “Georgia Corporate Law”):

1.1    The Merger . At the Effective Time (as defined in Section 1.3 ), in accordance with this Agreement and the Georgia Corporate Law and Florida Corporate Law, the Company shall be merged with and into Merger Sub, the separate existence of the Company (except as such existence may be continued by operation of law) shall cease, and Merger Sub shall continue as the surviving corporation under the corporate name it possesses immediately prior to the Effective Time. Merger Sub, in its capacity as the corporation surviving the Merger, sometimes is referred to herein as the “Surviving Corporation.”

1.2    Effect of the Merger . The Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public as well as of a private nature, of each of Merger Sub and the Company (collectively, the “Constituent Entities”); all property, real, personal and mixed, and all accounts payable arising in the ordinary course of business and accrued expenses due on whatever account, and all debts, liabilities and duties due to each of the Constituent Entities shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and the Surviving Corporation shall be responsible and liable for all liabilities and obligations of each of the Constituent Entities, in each case in accordance with the Corporate Law.

1.3    Consummation of the Merger . As soon as is practicable after the satisfaction or waiver of the conditions set forth in Article VII, and in no event later than seven (7) business days after such satisfaction of waiver, the parties hereto will cause a certificate of merger relating to the Merger to be delivered to the Secretary of State of the States of Georgia and Florida in accordance with the Georgia Corporate Law and Florida Corporate Law. The Merger shall be effective at such time as such certificate of merger is duly filed with the Secretary of State of the States of Georgia and Florida. The date and time when the Merger shall become effective is referred to as the “Effective Time.”

1.4    Certificate of Incorporation and Bylaws; Directors and Officers . The Certificate of Incorporation and Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and Bylaws of the Surviving Corporation immediately after the Effective Time and shall thereafter continue to be its Certificate of Incorporation and Bylaws until amended as provided therein and under the Corporate Law. The directors of Merger Sub holding office immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately after the Effective Time. The officers of Merger Sub holding office immediately prior to the Effective Time shall be the officers (holding the same offices as they held with the Merger Sub) of the Surviving Corporation immediately after the Effective Time.

1.5    Conversion of Securities; Merger Consideration . At the Effective Time, by virtue of the Merger and without any action on the part of the Merger Sub, the Company or the holders of any of the following securities:

(a)    All of the Membership Interests of the Company (the “Company Interests”) issued and outstanding immediately prior to the Effective Time shall automatically be canceled and extinguished and converted into and become a right to receive the Merger Consideration.

(b)    The “Merger Consideration” shall mean $18,000,000 consisting of (i) $14,000,00 in cash payable to the Members as set forth on Schedule 1.5(b)(i) and (ii) $4,000,000 in restricted shares (the “Merger Shares”) of common stock, par value $.0001 per share, of Onstream (the “Onstream Common Stock”), the number of which shall be determined in accordance with Section 1.6 below, payable to the Principal Members as set forth on Schedule 1.5(b)(ii).

(c)    The number of Merger Shares shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Onstream Common Stock), reorganization, recapitalization or other like change with respect to Onstream Common Stock occurring after the commencement of the Pricing Period (as defined below).

(d)    Each Company option or warrant issued outstanding immediately prior to the Effective Time shall be cancelled and none shall be outstanding prior to the Effective Time.

(e)    Each share of common stock of Merger Sub issued and outstanding immediately prior to Effective Time shall remain outstanding.

1.6    Number and Issue Price of Merger Shares . The number of Merger Shares that will be issued and the issue price (the "Issue Price") shall be determined based on the average closing price of Onstream's Common Stock on the NASDAQ Capital Market for the thirty (30) trading days (the "Pricing Period") immediately preceding the date of the public announcement by Onstream of this Agreement or any of the transactions contemplated hereby.

1.7    Closing . The closing (the “Closing”) of the transactions contemplated by this Agreement shall occur as soon as each of the conditions to Closing contained in Article VII are fulfilled or waived at the offices of Arnstein & Lehr LLP, 200 East Las Olas Boulevard, Suite 1700, Fort Lauderdale, Florida 33301 or at such other place or at such other time as the parties may mutually agree upon.

1.8    Delivery of Certificates . At the Closing, Onstream shall deliver to each of the Principal Members, a legended stock certificate representing all of the Merger Shares to which such Principal Member is entitled to pursuant to Schedule 1.5(b)(ii) of this Agreement containing the legend set forth on Schedule 1.8(a).

1.9    Cash Payment . Onstream agrees to pay the cash portion of the purchase price at the Closing by wire transfer or delivery of other immediately available funds.

1.10    Treatment of Net Cash and Excess Working Capital of the Company . Immediately prior to the Closing, the Members shall cause the Company to distribute to the Members, in proportion to their respective holdings of Membership Interests, an aggregate amount equal to the total of cash balances; provided however , that the amount so distributed shall be limited, if applicable, to an amount such that, following such distribution, net current liabilities shall not exceed net current assets. Moreover, the Merger Consideration shall be increased by the amount by which the value of Accounts Receivable as of the Closing exceeds the average value of Accounts Receivable as of the last business day of the six calendar months immediately preceding the Closing and shall be payable on the ninety-first (91 ^st ) day following the Closing; provided, however , that such additional Merger Consideration shall be limited to the amount actually collected, in the ordinary course of its business, by the Company against such Accounts Receivable during the ninety (90) days following the Closing.

1.11    Taking of Necessary Action; Further Action . Onstream and the Merger Sub, on the one hand, and the Company and the Members, on the other hand, shall use all reasonable efforts to take all such actions (including without limitation actions to cause the satisfaction of the conditions of the other to effect the Merger) as may be necessary or appropriate in order to effectuate the Merger as promptly as possible. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full possession of all the rights, privileges, immunities and franchises of the Constituent Entities, or fully subject the Surviving Corporation to all debts and obligations of the Constituent Entities, the officers and directors of the Surviving Corporation are fully authorized in the name of the Constituent Entities or otherwise to take, and shall take, all such actions.

Onstream and the Merger Sub hereby represent and warrant to the Company and the Members that, as of the date hereof, and again at the Effective Time:

2.1    Organization and Qualification . Each of Onstream and the Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and has the requisite corporate power and authority to own and operate its properties and to carry on its business as now conducted in every jurisdiction where the failure to do so would have a material adverse effect on its assets, financial condition, operating results, customer, employee, supplier or franchise relations, business condition or prospects, or financing arrangements. The copies of the Articles of Incorporation and Bylaws of Onstream previously furnished to the Company and the Principal Members, and the Articles of Incorporation and Bylaws of Merger Sub attached as Schedule 2.1 hereto, reflect all amendments thereto and are correct and complete.

2.2    Authority Relative to This Agreement . Each of Onstream and the Merger Sub has the requisite corporate power and authority to enter into this Agreement and the other agreements referred to herein (the “Ancillary Agreements”) and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Ancillary Agreements by Onstream and the Merger Sub and the consummation by Onstream and the Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by Onstream and the Merger Sub, and no other corporate proceedings, including, without limitation, any authorization by the shareholders of Onstream, on the part of Onstream or the Merger Sub are necessary to authorize this Agreement, the Ancillary Agreements or such transactions. This Agreement and the Ancillary Agreements have each been duly executed and delivered by Onstream and the Merger Sub and each such agreement constitutes a valid and binding obligation of each such entity, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to the enforcement of creditors’ rights generally and by general principles of equity. Neither Onstream nor the Merger Sub is subject to, or obligated under, any provision of (a) its Articles of Incorporation, or its Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) any law, regulation, order, judgment or decree, which would be breached, or violated, or in respect of which a right of termination or acceleration would arise or any encumbrance on any of its or any of its subsidiaries’ assets would be created, by its execution, delivery and performance of this Agreement or Ancillary Agreements and the consummation by it of the transactions contemplated hereby and thereby. Except for such filings to be made pursuant to Corporate Law in order to effect the Merger, NASDAQ rules and federal and state securities laws, which Onstream agrees to make, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Onstream or the Merger Sub for the consummation by Onstream and the Merger Sub of the transactions contemplated by this Agreement and the Ancillary Agreements.

2.3    No Material Adverse Changes . Except as set forth on Schedule 2.3, there has not been any material adverse change in the assets, financial condition, operating results, customer, employee, supplier or franchise relations, business condition, or financing arrangements of Onstream since December 31, 2006.

2.4    Validity of Stock . The Merger Shares, when issued, shall: (i) be duly authorized, validly issued, fully paid and non-assessable and free of liens and encumbrances created by any person other than the Members, and (ii) be free and clear of any transfer restrictions, liens and encumbrances except for restrictions on transfer under the Securities Act of 1933, as amended (the “Securities Act”).

2.5    Listing of Onstream Common Stock . The Onstream Common Stock is listed for trading on the NASDAQ Capital Market and (i) Onstream and the Onstream Common Stock meet the criteria for continued listing and trading on NASDAQ; (ii) Since December 31, 2006, Onstream has not been notified by NASDAQ of any failure or potential failure to meet the criteria for continued listing and trading on NASDAQ and (iii) no suspension of trading in the Onstream Common Stock is in effect.

2.6    Capitalization . The authorized equity capitalization of Onstream consists of 75,000,000 shares of Onstream Common Stock and 5,000,000 shares of Preferred Stock, 700,000 of which have been designated Series A-10. As of the date hereof, 33,457,415 shares of Onstream Common Stock and 252,059 shares of Series A-10 Preferred Stock are issued and outstanding, all of which shares are validly issued, fully paid and non-assessable. Except as disclosed in Schedule 2.6 or in any Onstream Business Report (defined in Section 2.7 ), there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments obligating Onstream to issue or sell any shares of capital stock of Onstream or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of Onstream or of any other corporation, nor are there any stock appreciation, phantom stock or similar rights outstanding based upon the book value or any other attribute of Onstream. No holders of outstanding shares of Onstream Common Stock are entitled to any preemptive or other similar rights.

2.7    Financial Statements and SEC Filings . All filings made with the Securities and Exchange Commission (the "SEC") from and after September 30, 2005, are available on the SEC's EDGAR database. Onstream will also make available to the Members, on or before the Effective Time, any reports which are filed with the SEC after the date hereof and any other reports sent generally to its shareholders after the date hereof, but not required to be filed with the SEC. (All such reports are collectively referred to hereinafter as the “Onstream Business Reports”; and the financial statements, including the notes thereto, contained in the Onstream Business Reports are collectively referred to hereinafter as the “Onstream Financial Statements.”) Since September 30, 2005, Onstream has duly filed all reports required to be filed by it with the SEC under the Securities Act and the Securities Exchange Act of 1934, as amended, and except as set forth on Schedule 2.7, no such report, nor any report sent to Onstream’s shareholders generally at the date it was filed or sent, contained any untrue statement of material fact or omitted to state any material fact required to be stated therein or necessary to make the statements in such report, in light of the circumstances under which they were made, not misleading. The Onstream Financial Statements included in the Onstream Business Reports were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved and present fairly the consolidated financial position, results of operations, and cash flows of Onstream and its consolidated subsidiaries as of the dates and for the periods indicated therein, subject, in the case of unaudited interim statements, to normal year-end accounting adjustments and the absence of complete footnote disclosure.

2.8    Absence of Undisclosed Liabilities . Except as and to the extent stated in the Onstream Financial Statements or the Onstream Business Reports or on Schedule 2.8, Onstream does not have any material liabilities or obligations (whether accrued, absolute, contingent, unliquidated, known, or otherwise), other than (i) liabilities incurred in the ordinary course of business and (ii) obligations under contracts and commitments incurred in the ordinary course of business, which, in both subsections (i) and (ii), individually or in the aggregate, are not material to the financial condition or operating results of Onstream.

2.9    Litigation . Except as set forth in Schedule 2.9 or in the Onstream Business Reports, there are no material actions, suits, proceedings, orders or investigations pending or to Onstream's knowledge, threatened against Onstream, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and there is no basis known to Onstream for any of the foregoing.

2.10    No Commissions . Except as set forth in Schedule 2.10, Onstream has not incurred any obligation for any finder’s or broker’s or agent’s fees or commissions or similar compensation in connection with the transactions contemplated hereby.

2.11    No Liabilities of Merger Sub . Except for its obligations under this Agreement, the Merger Sub is not subject to any liabilities, obligations or claims, whether absolute or contingent, liquidated or unliquidated, known or unknown. The Merger Sub was formed solely for the purpose of consummating the transactions contemplated by this Agreement and has not engaged in any business or other activities for any other purpose.

2.12    Governmental Consents . No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of Onstream or the Merger Sub is required in connection with the consummation of the transactions contemplated by this Agreement except the filing of the Certificate of Merger with the Secretary of States of Georgia and Florida SEC, filings on Form 8-K and the filing of the registration statement for the Shares.

2.13    Disclosure . Neither this Agreement nor any of the exhibits or Onstream schedules hereto contains any untrue statement of a material fact or omits a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which they were made, not misleading, and there is no fact which has not been disclosed to the Members which materially affects adversely or could reasonably be anticipated to materially affect adversely the business, including the operating results, assets, customer, supplier or employee relations and business prospects, of Onstream.

2.14    Financial Matters . Onstream has the financial capacity to perform its obligations contemplated by this Agreement and the Ancillary Agreements. Onstream has entered into equity subscription agreements, which will close prior to or contemporaneously with the Closing hereunder, the proceeds of which, combined with available cash, will be sufficient to pay the cash portion of the Merger Consideration. The subscription agreements do not contain any contingencies to funding other than the closing of this acquisition.

The Company and each of the Principal Members hereby jointly and severally represent and warrant to Onstream and Merger Sub that, as of the date hereof and again at the Effective Time:

3.1    Organization and Qualification . The Company is a limited liability duly organized, validly existing and in good standing under the laws of the State of Georgia, and has the requisite power and authority to own and operate its properties and to carry on its business as now conducted. The Company is duly qualified to do business in every jurisdiction where the failure to do so would have a material adverse change in its assets, financial condition, operating results, customer, employee, supplier or franchise relations, business condition, or financing arrangements. The copies of the Company’s Articles of Organization and Operating Agreement which have been furnished by the Company to Onstream prior to the date of this Agreement reflect all amendments made thereto and are correct and complete.

3.2    Authority Relative to this Agreement . The Company has the requisite power and authority to enter into this Agreement and the Ancillary Agreements and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized and approved by all the Members of the Company (no one of which has any dissenters or other similar rights), and no other proceedings on the part of the Company are necessary to authorize this Agreement and such transactions. This Agreement and the Ancillary Agreements have been duly executed and delivered by the Company and constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to the enforcement of creditors’ rights generally and by general principles of equity. Except as set forth on Schedule 3.2, the Company is not subject to, or obligated under, any provision of (a) its Articles of Organization and Operating Agreement, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) any law, regulation, order, judgment or decree, which would be breached or violated, or in respect of which a right of termination or acceleration would arise or any encumbrance on any of its assets would be created, by its execution, delivery and performance of this Agreement or Ancillary Agreements and the consummation by it of the transactions contemplated hereby. Except for such filings to be made pursuant to Georgia and Florida Corporate Law in order to effect the Merger, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of the Company for the consummation by the Company of the transactions contemplated by this Agreement.

3.3    Capitalization and Voting Rights . All outstanding Membership Interests of the Company are owned by the Members and in the numbers specified on Schedule 3.3. There are not outstanding any options, warrants, rights (including conversion, preemptive rights or other similar rights) agreements or commitments of any kind for the purchase or acquisition from the Company of any Membership Interests. All of the Membership Interests have been duly authorized and validly issued and are fully paid and are free from any liens, charges, claims or encumbrances. Except for the voting rights set forth in the Articles of Organization and Operating Agreement, the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons or entities, which affects or relates to the voting of any security of the Company.

The Company has no equity or other interest in any entity, beneficial or otherwise, or obligation to provide funds to or make any investments in, (the form of a loan, capital contribution or otherwise) in any such entity, or provide any guaranty with respect to the obligations of any entity or other person and the Company does not directly or indirectly, own or has agreed to purchase or otherwise acquire, capital stock or other equity or beneficial interest of, or any interest convertible into or exchanged or exercisable for such capital stock or such equity or beneficial interest of any corporation or entity.

There is no agreement, arrangement, contract or other commitment of any kind whatsoever (contingent or otherwise) pursuant to which any person is or may become entitled to receive any payment from Company based on the revenues or earnings or calculated in accordance therewith and there is no security of any kind convertible into or exchangeable for any such interests or equity of beneficial interest.

3.4    Financial Statements . The Company has provided Onstream with reviewed financial statements, including a balance sheet, dated as of December 31, 2006 (the “Balance Sheet”), a statement of profit and loss from January 1, 2006 through December 31, 2006, and a statement of cash flows from January 1, 2006 through December 31, 2006 (the “Cash Statements”). The Balance Sheet presents fairly the assets and liabilities of the Company as of the date thereof, subject to normal year-end accounting adjustments and the absence of footnote disclosure and the Cash Statements present fairly the results of operations and cash flows of the Company at the date thereof. The Balance Sheet, Cash Statements and financial statements of the Company to be delivered to Onstream pursuant to Section 7.3 , have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved and present fairly the consolidated financial position, results of operations, and cash flows of the Company as of the dates and for the periods indicated therein, subject, in the case of an audited interim statement, to normal year-end accounting adjustments and the absence of complete footnote disclosure. Except as set forth in the Balance Sheet, the Company has no liabilities or obligations (whether accrued, absolute, contingent, unliquidated, known, unknown or otherwise), other than (i) liabilities incurred in the ordinary course of business and (ii) obligations under contracts and commitments incurred in the ordinary course of business, which, in both subsections (i) and (ii), individually or in the aggregate, are not material to the financial condition or operating results of the Company.

3.5    No Material Adverse Changes . Except as set forth on Schedule 3.5, since the date of the Balance Sheet, there has not been a material adverse change in the business or assets of the Company. Without limiting the foregoing, since such date there has not been:

(a)    any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Balance Sheet, except changes in the ordinary course of business that have not been, in the aggregate, materially adverse;

(b)    any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted);

(c)    any waiver by the Company of a material right or of a material debt owed to it;

(d)    any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except (i) in the ordinary course of business and (ii) that is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted);

(e)    any change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or subject;

(f)    any change in any compensation arrangement or agreement with any employee;

(g)    any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;

(h)    any resignation or termination of employment of any officer of the Company; and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;

(i)    any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its properties or assets, except liens for taxes not yet due or payable;

(j)    any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;

(k)    any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company, except distributions to Members made in accordance with past practice;

(l)    any other event or condition of any character that might be reasonably expected to materially and adversely affect the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted); or

(m)    any agreement or commitment by the Company to do any of the things described in this Section 3.5 .

3.6    Litigation . Except as set forth on Schedule 3.6, there are no actions, suits, proceedings, orders or investigations pending or threatened against the Company, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and there is no basis known to the Company for any of the foregoing.

There are no actions, proceedings orders or investigations pending or threatened which (i) in all challenges the transactions contemplated hereby, (ii) which would prevent or materially interfere with or delay the consummation of the transactions contemplated hereby, or (iii) seeks damages in connection with the transactions contemplated hereby.

3.7    Subsidiaries . The Company does not presently own or control, directly or indirectly, any interest in any other corporation, association, or other business entity. The Company is not a participant in any joint venture, partnership, or similar arrangement.

3.8    Intellectual Property .

(a)    As used herein, the term “Intellectual Property” means the following items, in each case held for use in, used in, or necessary for the business of Company as currently conducted: trademarks, service marks, trade names, Internet domain names, designs, logos, slogans, and general intangibles of like nature, together with all goodwill, registrations and applications related to the foregoing (collectively, ‘Trademarks”); copyrights (including any registrations and applications for any of the foregoing); Software; “mask works” (as defined under 17 U.S.C. § 901) and any registrations and applications for “mask works”; technology, trade secrets and other confidential information, know-how, proprietary processes, inventions, formulae, algorithms, models, and methodologies (collectively, “Trade Secrets”); and rights of publicity and privacy relating to the use of the names, likenesses, voices, signatures and biographical information of real persons, As used herein, the term “Software” means any and all (i) computer programs (other than “off-the-shelf” or shrinkwrap software), including, but not limited to, any and all software implementation of algorithms, models and methodologies, whether in source code or object code form, (ii) computerized databases and compilations of data, and (iii) all documentation, including, but not limited to, user manuals and training materials, relating to any of the foregoing.

(b)    Schedule 3.8(b) sets forth a true, complete and accurate list of all U.S. and foreign (i) trademark registrations, trademark applications and Internet domain names and (iii) copyright and mask work registrations and copyright and mask work applications. The Company has no patents, patent pending or patent applications.

(c)    Except as set forth on Schedule 3.8(c), (i) Company owns or has the right to use all Intellectual Property free and clear of all liens and restrictions and (ii) Company is listed in the records of the appropriate United States, state, or foreign registry as the sole current owner of record for each application and registration listed on Schedule 3.8(b), and (iii) any Intellectual Property owned or used by Company and, to Company's knowledge, any other Intellectual Property owned or used is valid and subsisting, is in full force and effect and has not been cancelled, expired or abandoned.

(d)    Except as set forth on Schedule 3.8(d), there are no outstanding options, licenses, or agreements of any kind relating to the Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to Intellectual Property of any other person or entity.

(e)    To Company’s knowledge, no third party is misappropriating, infringing, diluting or violating any Intellectual Property and no such claims, suits, arbitrations or other adversarial proceedings have been brought or threatened against any third party by Company.

(f)    To the Company's knowledge, the conduct of Company’s businesses as currently conducted does not misappropriate, infringe upon (either directly or indirectly such as through contributory infringement or inducement to infringe) or dilute any Intellectual Property rights owned or controlled by any third party.

(g)    The Company takes reasonable measures to protect the confidentiality of Trade Secrets. To Company's knowledge, no Trade Secret has been disclosed or authorized to be disclosed to any third party other than pursuant to a written confidentiality and non-disclosure agreement. To Company's knowledge, no party to any non-disclosure agreement relating to its Trade Secrets is in breach or default thereof.

(h)    The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of Onstream's rights to own, use, or bring any action for the infringement of any of the Intellectual Property, nor will such consummation require the consent of any third party in respect of any Intellectual Property. No current or former director, officer, employee, contractor or consultant of the Company (or any of its predecessors in interest) will, after giving effect to the transactions contemplated by this Agreement, own or retain any rights to use any of the Intellectual Property.

3.9    Compliance with Other Instruments . The Company is not in violation or default of any provision of its Articles of Organization or Operating Agreement, or of any instrument, judgment, order, writ, decree or contract to which it is a party or by which it is bound, or, to the Company’s knowledge, of any provision of any federal or state statute, rule or regulation applicable to the Company. The execution, delivery and performance of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default (or an event which, with notice or lapse of time or both would constitute a default) under any such provision, instrument, judgment, order, writ, decree or contract or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture, or nonrenewal of any permit, license, authorization, or approval applicable to the Company, that materially affects its business as now conducted or proposed to be conducted immediately following the Closing, or its properties or its financial condition.

3.10    Agreements; Action

(a)    Set forth on Schedule 3.10(a) is a true, correct and complete list of the following types of Contracts, to which Company is a party or by which it or its properties are bound, or pursuant to which it obtains benefits or incurs obligations in the conduct of its businesses (the “Material Contracts”):

(i)    Contracts for the purchase of goods by, or for the furnishing of services to, Company that provide for, or could reasonably be expected to provide for, remaining payments by Company in excess of $25,000 during the term of any such Contract;

(ii)    Contracts between (x) Company and (y) any of its affiliates, officers or directors (or any affiliates of any of the foregoing);

(iii)    Contracts with any person containing any guaranties by, or residual obligations of, Company;

(iv)    any lease agreement between Company and any person for leasing equipment, which has an aggregate rental value in excess of $25,000 during the term of the lease;

(v)    Contracts under which Company provides consulting services to any person;

(vi)    any employment, severance, non-competition, consulting or other Contracts with any current or former stockholder, director, officer, sales associate or employee of Company;

(vii)    joint venture, partnership, member, voting trust or other Contracts whereby Company has agreed with any other Person (A) to enter into a joint business arrangement for profit or (B) to vote any shares of capital stock or other equity or beneficial interests in any other person in any particular manner;

(viii)    Contracts entered into since December 31, 2005 providing for the acquisition or disposition of assets having a value in excess of $25,000, other than such acquisitions or dispositions in the ordinary course of business, consistent with past practice;

(ix)    licenses and agreements relating to Intellectual Property (except with respect to readily available "off-the-shelf" or shrinkwrap software having an acquisition price of less than $25,000);

(x)    Contracts for the lease of personal property to or from any person requiring payments in excess of $25,000;

(xi)    Contracts requiring Company to indemnify or hold harmless any person in respect of which the aggregate potential obligation could reasonably be expected to exceed $25,000;

(xii)    Contracts contemplating the referral of any services to any person or to Company, as the case may be, the performance of which involves consideration in excess of $25,000;

(xiii)    any Contracts (A) relating to indebtedness for borrowed money or other financing transactions or (B) restricting the ability of Company to incur indebtedness for borrowed money or make any loan or advance or own, operate, sell, transfer, pledge or otherwise dispose of any assets;

(xiv)    Contracts under which any other person has directly or indirectly guaranteed any indebtedness, liability or obligation of Company, or letter of credit issued to guarantee any obligation of Company, or any vendor or customer of Company;

(xv)    mortgages, pledges, security agreements, deeds of trust or other documents granting a lien;

(xvi)    Contracts (A) providing for the payment of any bonus or commission based on sales or earnings or (B) providing for any bonus or other payment based on the sale of Company or any portion thereof or any other change of control of Company;

(xvii)    Contracts that provide for a payment, or that the terms and conditions that would otherwise govern the relationship of the parties thereto will be altered, upon a change of control of Company;

(xviii)    Contracts with any governmental authority;

(xix)    Contracts containing covenants which restrict Company from engaging in any business or in any geographical area or containing any prohibition on the disclosure of confidential information in the possession of Company or any exclusivity provision with respect to any business or geographic area; and

(xx)    Any other material contracts not listed in subparagraphs (i) through (xix) above, whether or not in the ordinary course of business consistent with the past practice, made or entered into since December 31, 2003.

Schedule 3.10(a) shall indicate, with respect to each Material Contract listed thereon, the subparagraph(s) of subsection (a) above to which such Material Contract relates, it being agreed that such indication shall be for convenience of reference only.

(b)    Company has made available to Onstream copies of all