MERGER AGREEMENT

MERGER AGREEMENT

This MERGER AGREEMENT (the "Agreement") is made by and among WiFiMed Holdings Company, Inc. ("WiFiMed"), a Nevada corporation; JMJ Acquisition, Inc., a Georgia corporation wholly owned by WiFiMed (the "Merger Sub"); JMJ Technologies, Inc. (the "Company"), a Georgia corporation. 

RECITALS

A.         WiFiMed wishes to acquire all of the outstanding capital stock ("Equity Interests") of the Company from the shareholders of the Company (the "Shareholders").

B.         The parties desire the transaction to be structured in a manner that will qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended.

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

D.        The parties have determined that it is in their respective best interests to merge the Merger Sub with and into Company (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:

ARTICLE I.  

THE MERGER

In connection with the Merger, the respective boards of directors of WiFiMed and the Merger Sub, and all the Shareholders 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 Georgia Corporate 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, the Merger Sub shall be merged with and into the Company, the separate existence of Merger Sub (except as such existence may be continued by operation of law) shall cease, and the Company shall continue as the surviving corporation under the corporate name it possesses immediately prior to the Effective Time.  The Company, 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.

1.3              Consummation of the Merger .  As soon as is practicable after the satisfaction or waiver of the conditions set forth in Article VIII, 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 State of Georgia in accordance with the Georgia Corporate Law.  The Merger shall be effective at such time as such certificate of merger is duly filed with the Secretary of State of Georgia.  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 the Company, 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 Georgia 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 Equity 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 10 percent of the fully-diluted shares (the "Merger Shares") of common stock, par value $.0001 per share, of WiFiMed (the "WiFiMed Common Stock") as of the Effective Date of this Agreement.  The Merger Consideration shall be subject to adjustment in accordance with Sections 1.7 and 1.8 and Articles VII and IX below.

(c)               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 Notwithstanding the foregoing, any contingent option rights that may be possessed by Gregory Vacca and that have been disclosed in the Due Diligence Postings shall be preserved except as may negotiated by Gregory Vacca and WiFiMed. 

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

1.6              Debt Repayment .  WiFiMed shall commit a sum not exceeding $2,400,000 for the payment of the disclosed debts and liabilities of the Company.  Prepaid support payments made or owed to the Company and lease payments for the office space at RiverEdge Parkway that become due after July 31, 2007, shall not be considered debts or liabilities of the Company for purposes of this Agreement. 

1.7              Adjustment of Number of Merger Shares .  The number of Merger Shares may, in the discretion of WiFiMed, be reduced by Company debts and liabilities exceeding $2,400,000; provided, however, that a) the requirements of Article VII have been satisfied by Merger Sub and WiFiMed or b) Merger Sub or WiFiMed has sent a Notice of Exhaustion of Funds to the Company with an Accounting of how the $2,400,000 sum has been expended.  The Accounting shall not include any interest charges, late fees, attorney's fees, or other fees or charges that are attributable to WiFiMed's delay in satisfying and discharging the Company's disclosed debts and liabilities. 

1.8              No Duplicate Adjustments . Adjustments to the number of Merger Shares may also be made pursuant to Article IX below, provided, however, that a single instance of a debt or liability (or a portion thereof) may not be adjusted under both Section 1.7 and Article IX so as to result in a double penalty to the Company.  

1.9              Valuation of Merger Shares .  For adjustment purposes, the value per each Merger Share (the "Adjustment Value") shall be the weighted average sales prices of all shares of WiFiMed's common stock as reported on the Over the Counter Bulletin Board or such other exchange where WiFiMed shares may then be trading during the nine (9) days preceding the Adjustment Date.  For purposes of Section 1.7 and Article VII, the Adjustment Date shall be the date when Merger Sub or WiFiMed delivers a Notice of Exhaustion of Funds.  For purposes of Section 1.8 and Article IX, the Adjustment Date shall be the Date when a Claim Notice is delivered by Merger Sub or WiFiMed to the Indemnifying Party.

1.10          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 VIII are fulfilled or waived at a meeting in the 8 ^th -Floor Conference Room at 2000 RiverEdge Parkway, Atlanta, GA 30328, or at such other place or at such other time as the parties may mutually agree upon.

1.11          Registration of Shares .  It is WiFiMed's present intent to file a registration statement under the Securities Act of 1933, as amended.  Should WiFiMed proceed with this registration, it shall cause ten percent (10%) of the Merger Shares to be included in the registration statement. 

1.12          Delivery of Certificates .  Within ten (10) business days after the Closing, WiFiMed shall deliver to each of the Shareholders, a legended stock certificate representing all of the Merger Shares to which such Shareholder is entitled to pursuant to Schedule 1.5(b) of this Agreement containing the legend set forth under Section 4.5.  Delivery of the Merger Shares shall be subject Section 8.2(d). 

1.13          Taking of Necessary Action; Further Action .  WiFiMed and the Merger Sub, on the one hand, and the Company and the Shareholders, 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.

ARTICLE II.

REPRESENTATIONS AND WARRANTIES OF WIFIMED AND THE MERGER SUB

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

2.1              Organization and Qualification .  Each of WiFiMed and the Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of its incorporation 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.  True, correct, and complete copies of the Articles of Incorporation and Bylaws of WiFiMed have previously furnished to the Company.

2.2              Authority Relative to This Agreement .  Each of WiFiMed 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 WiFiMed and the Merger Sub and the consummation by WiFiMed and the Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by WiFiMed and the Merger Sub, and no other corporate proceedings, including, without limitation, any authorization by the shareholders of WiFiMed, on the part of WiFiMed 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 WiFiMed 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 WiFiMed 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 and federal and state securities laws, which WiFiMed agrees to make, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of WiFiMed or the Merger Sub for the consummation by WiFiMed and the Merger Sub of the transactions contemplated by this Agreement and the Ancillary Agreements.

2.3              No Material Adverse Changes .  Except as disclosed to the Company, 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 WiFiMed since March 31, 2007.

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 Company, 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              Quotation of WiFiMed Common Stock .  The WiFiMed Common Stock is quoted on the NASD Over the Counter Bulletin Board.

2.6              Capitalization .  The authorized equity capitalization of WiFiMed is accurately reflected in most recently-filed Business Report (defined in Section 2.7). As of July 28, 2007, the number of outstanding non-diluted common shares is 24,672,967 shares.  As of the date hereof, all shares of WiFiMed Common Stock are validly issued, fully paid and non-assessable.  Except as previously disclosed to the Company or in any WiFiMed Business Report, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments obligating WiFiMed to issue or sell any shares of capital stock of WiFiMed or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of WiFiMed 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 WiFiMed.  No holders of outstanding shares of WiFiMed 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, 2006, are available on the SEC's EDGAR database.  (All such reports are collectively referred to hereinafter as the "WiFiMed Business Reports"; and the financial statements, including the notes thereto, contained in the WiFiMed Business Reports are collectively referred to hereinafter as the "WiFiMed Financial Statements.")  Since September 30, 2006, WiFiMed 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 previously disclosed to the Company, no such report, nor any report sent to WiFiMed'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 WiFiMed Financial Statements included in the WiFiMed 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 WiFiMed 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 WiFiMed Financial Statements or the WiFiMed Business Reports or as previously disclosed to the Company, WiFiMed 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 WiFiMed.

2.9              Litigation .  Except as previously disclosed by WiFiMed or in the WiFiMed Business Reports, there are no material actions, suits, proceedings, orders or investigations pending or to WiFiMed's knowledge, threatened against WiFiMed, 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 WiFiMed for any of the foregoing.

2.10          No Commissions .  WiFiMed 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 WiFiMed 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 State of Georgia, SEC and filings on Form 8-K.

2.13          Disclosure .  Neither this Agreement nor any of the public filings of WiFiMed 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 Company, 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 WiFiMed.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company has delivered disclosure schedules to WiFiMed and Merger Sub on the date hereof (the "Disclosure Schedules"). In addition, the Company has, prior to the signing of this Agreement, posted documents to an ftp site, ftp.WiFiMed.com (the Due Diligence Postings"). For purposes of this Agreement, disclosure in any Due Diligence Posting or in any Disclosure Schedule shall suffice as disclosure for any provision of this Agreement. Except as disclosed in its Disclosure Schedules and Due Diligence Postings, the Company represents and warrants to WiFiMed and Merger Sub that, as of the date hereof and again at the Effective Time:

3.1              Organization and Qualification .  The Company is a corporation 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 Incorporation and Bylaws, which have been furnished by the Company to WiFiMed prior to the date of this Agreement, reflect all amendments made thereto and are correct and complete.

3.2              Authority Relative to this Agreement .  Subject to Shareholder approval, 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.  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 disclosed in its Due Diligence Postings, the Company is not subject to, or obligated under, any provision of (a) its Articles of Incorporation and 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 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 Delaware 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 .  The Company represents the following regarding its capitalization and voting rights:

(a)   The Company has 8,238,811 shares of common stock outstanding.  Attached as Schedule 3.3(a) is a list of the shareholders whose interest in the Company equals or exceeds 5% of the shares outstanding.  A complete list of shareholders and their share interests has been provided in the Due Diligence Postings.

(b)   All outstanding Equity Interests of the Company are owned by the Shareholders in the numbers specified in the Company's Due Diligence Postings.  Except for the contract rights of Gregory Vacca disclosed in the Due Diligence Postings, there are no 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 Equity Interests.  All of the Equity Interests have been duly authorized and validly issued and are fully paid and are free from any liens, charges, claims or encumbrances.  Except as disclosed in the Due Diligence Postings, 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. 

(c)   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 WiFiMed with audited financial statements, including a balance sheet, dated as of December 31, 2005 (the "Balance Sheet"), a statement of profit and loss from January 1, 2005 through December 31, 2005, and a statement of cash flows from January 1, 2005 through December 31, 2005 (the "Cash Statements").  The Balance Sheet and Cash Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved and present fairly in all material respects the consolidated financial position, results of operations, the assets and liabilities, and cash flows of the Company as of the dates and for the periods indicated therein.  In its Due Diligence Postings, the Company has also provided WiFiMed with QuickBooks-generated financial summaries including balance sheets dated December 31, 2006 and July 26, 2007 (the "Interim Balance Sheets") and a statement of profit and loss for 2006 and for the period from January 1, 2007 through July 26, 2007 (the "Interim Cash Statements"). Except as set forth in the Disclosure Schedules, the Balance Sheet, the Cash Statements, and the Due Diligence Postings, 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 in the Due Diligence Postings and the Disclosure Schedules, since December 31, 2005, 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 except in the ordinary course of business;

(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 Principal Shareholders 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 Shareholders 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 .  There are no actions, suits, proceedings, or orders 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. The Company has no knowledge of any investigations, pending or threatened against it.  Except as disclosed in the Balance Sheet and the Due Diligence Postings, there is no basis known to the Company for any of the foregoing that could reasonably be expected to have a material adverse effect on the Company. There are no actions, proceedings orders or investigations pending or threatened which (i) challenges the transactions contemplated hereby, (ii) seeks to 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 .  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.

(a)               The Company is the owner of EncounterPRO®, an electronic health record.  The Company's Due Diligence Postings have provided a complete and accurate list of all U.S. and foreign (i) trademark registrations, trademark applications and Internet domain names and (ii) copyright and mask work registrations and copyright and mask work applications owned by the Company.  The Company has no patents, patent pending or patent applications.

(b)               To the best of the Company's knowledge,  (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 EncounterPRO®, 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.

(c)               Except as disclosed in its Due Diligence Postings, 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. 

(d)               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.

(e)               Except as disclosed in its Due Diligence Postings, 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.

(f)                 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.

(g)               To the Company's knowledge and except as disclosed in its Due Diligence Postings, the consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of WiFiMed'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.  Except as disclosed in its Due Diligence Postings, 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 .  Except as disclosed in its Due Diligence Postings, the Company is not in violation or default of any provision of its Articles of Incorporation or Bylaws, 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          Material Agreements .  In its Due Diligence Postings, the Company has produced its Material 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 ( "Material Contracts") include:

(a)   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;

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

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

(d)   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;

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

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

(g)   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;

(h)   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;

(i)      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);

(j)      Contract