ACQUISITION AGREEMENT AND PLAN OF MERGER

ARTICLE 1. The Merger

1

Section 1.1. The Merger

1

Section 1.2. Effective Time

1

Section 1.3. Closing of the Merger

2

Section 1.4. Effects of the Merger

2

Section 1.5. Articles of Incorporation; Bylaws

2

Section 1.6. Board of Directors and Officers

2

Section 1.7. Conversion of Membership Interest

3

Section 1.8. Exchange of Certificates

4

Section 1.9. Membership Interests Options

5

Section 1.10. Warrants

6

Section 1.11. Cancellation of MGOL Shares

6

Section 1.12. Taking of Necessary Action; Further Action

6

ARTICLE 2. Representations and Warranties of MGOL

6

Section 2.1. Organization and Qualification

6

Section 2.2. Capitalization of MGOL

7

Section 2.3.Authority Relative to this Agreement; Recommendations

8

Section 2.4. SEC Reports; Financial Statements

8

Section 2.5. Information Supplied

9

Section 2.6. Consents and Approvals; No Violations

9

Section 2.7. No Default

10

Section 2.8. No Undisclosed Liabilities; Absence of Changes

11

Section 2.9. Litigation

11

Section 2.10. Compliance with Applicable Law

11

Section 2.11. Employee Benefit Plans; Labor Matters

12

Section 2.12. Environmental Laws and Regulations

13

Section 2.13. Tax Matters

14

Section 2.14. Title To Property

15

Section 2.15. Intellectual Property

15

Section 2.16. Insurance

15

Section 2.17. Vote Required

15

Section 2.18. Tax Treatment

16

Section 2.19. Affiliates

16

Section 2.20. Certain Business Practices

16

Section 2.21. Insider Interests

16

Section 2.22. Opinion of Financial Adviser

16

Section 2.23. Brokers

16

Section 2.24. Disclosure

16

Section 2.25. No Existing Discussion

16

Section 2.26. Material Contracts

16

ARTICLE 3. Representations and Warranties of GRP.

18

Section 3.1. Organization and Qualification

18

Section 3.2. Capitalization of GRP

18

Section 3.3.Authority Relative to this Agreement; Recommenda­tion

19

Section 3.4. SEC Reports; Financial Statements

20

Section 3.5. Information Supplied

20

Section 3.6. Consents and Approvals; No Violations

20

Section 3.7. No Default

20

Section 3.8 No Undisclosed Liabilities; Absence of Changes

21

Section 3.9. Litigation

21

Section 3.10. Compliance with Applicable Law

21

Section 3.11. Employee Benefit Plans; Labor Matters

22

Section 3.12. Environmental Laws and Regulations

23

Section 3.13. Tax Matters

24

Section 3.14. Title to Property

24

Section 3.15. Intellectual Property

24

Section 3.16. Insurance

25

Section 3.17. Vote Required

25

Section 3.18. Tax Treatment

25

Section 3.19. Affiliates

25

Section 3.20. Certain Business Practices

25

Section 3.21. Insider Interests

25

Section 3.22. Opinion of Financial Adviser

25

Section 3.23. Brokers

25

Section 3.24. Disclosure

26

Section 3.25. No Existing Discussions

26

Section 3.26. Material Contracts

26

ARTICLE 4. Covenants

27

Section 4.1. Conduct of Business of MGOL

27

Section 4.2. Conduct of Business of GRP

29

Section 4.3. Preparation of 8-K

31

Section 4.4. Other Potential Acquirers

31

Section 4.5. Meetings of Stockholders and Members

32

Section 4.6. FINRA OTC:BB Listing

32

Section 4.7. Access to Information

32

Section 4.8. Additional Agreements; Reasonable Efforts

33

Section 4.9.Employee Benefits; Stock Option and Employee Purchase Plans

33

Section 4.10. Public Announcements

33

Section 4.11. Indemnification

33

Section 4.12. Notification of Certain Matters

35

ARTICLE 5. Conditions to Consummation of the Merger

35

Section 5.1. Conditions to Each Party’s Obligations to Effect the Merger

35

Section 5.2. Conditions to the Obligations of MGOL and SUB CO

36

Section 5.3. Conditions to the Obligations of GRP

37

ARTICLE 6. Termination; Amendment; Waiver

37

Section 6.1. Termination

37

Section 6.2. Effect of Termination

38

Section 6.3. Fees and Expenses

39

Section 6.4. Amendment

39

Section 6.5. Extension; Waiver

39

ARTICLE 7. Miscellaneous

39

Section 7.1. Non-survival of Representations and Warranties

39

Section 7.2. Entire Agreement; Assignment

39

Section 7.3. Validity

39

Section 7.4. Notices

39

Section 7.5. Governing Law

40

Section 7.6. Descriptive Headings

40

Section 7.7. Parties in Interest

41

Section 7.8. Certain Definitions

41

Section 7.9. Personal Liability

41

Section 7.10. Specific Performance

41

Section 7.11. Counterparts

42

Section 7.12. Conflict Waiver

42

Signatures

42

(a)

Board of Directors of SUB CO . At or prior to the Effective Time, MGOL agrees to take such action as is necessary (i) to cause the number of directors comprising the full Board of Directors of SUB CO to be one (1) person and (ii) to cause Paul Dias,  (the “MGOL Designee”) to be elected as the sole director of SUB CO.

(b)

Board of Directors of MGOL . At or prior to the Effective Time, each of GRP and MGOL agrees to take such action as is necessary (i) to cause the number of directors comprising the full Board of Directors of MGOL to be at least one but possibly three (3) persons and (ii) to cause Paul Dias, and two other board members (the “GRP Designee(s)”) to be elected as directors of MGOL. If the GRP Designee(s) shall decline or be unable to serve as a director prior to the Effective Time, GRP shall nominate other persons to serve in such persons’ stead, which persons shall be subject to approval of the other party. From and after the Effective Time, and until successors are duly elected or appointed and qualified in accordance with applicable law, the managing members of the Surviving Entity, shall remain as the managing members of the Surviving Entity. Additionally, prior to the Effective Time, Stephen Causey (“Causey”), the existing Chief Executive Officer, and director of MGOL, and any other officer of MGOL, shall resign upon execution of this Agreement, and pursuant to the terms of the termination agreement (“Termination Agreement”) between Causey and MGOL. Upon the resignation of Causey, until successors are duly elected or appointed and qualified in accordance with applicable law, Paul Dias shall be Chief Executive Officer, President, Secretary and Treasurer of MGOL.

(a)

At the Effective Time, each membership interest of GRP (“Membership Interest”) (individually a "GRP Membership Interest" and collectively, the "GRP Membership Interests ") issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of GRP, MGOL, or the holder thereof, be converted into and shall become fully paid and nonassessable MGOL common shares determined by dividing (i) Ten Million Two Hundred Fifty-eight Thousand, Eight Hundred Twenty-One (10,258,821), by (ii) the total number of Membership Interests of GRP, One Hundred Twelve Million (112,000,000) outstanding Membership Interests immediately prior to the Effective Time (such quotient, the “Exchange Ratio”). The holder of one or more Membership Interests of GRP shall be entitled to receive in exchange therefore a number of shares of MGOL Common Stock equal to the product of (x) (the number of Membership Interests of GRP (112,000,000)), times (y) (the Exchange Ratio. By way of example, 10,258,821 / 112,000,000 = .0916 (the Exchange Ratio). The number of Membership Interests of GRP held by a member (assume 100,000 Membership Interests) times the Exchange Ratio of .0916 equals 9,160 shares of MGOL Shares to be issued. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of MGOL Common Stock or GRP Membership Interests are changed into a different number of Membership Interests or Shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, combination, exchange, recapitalization or similar transaction, the number of shares of MGOL Common Stock into which each share of GRP Common Stock will be converted as a result of the Merger will be adjusted appropriately.

(b)

GRP hereby acknowledges that (i) the MGOL Shares have not been and will not be registered under the Securities Act of 1933 (“1933 Act”) or under the securities laws of any state and, therefore, the MGOL Shares cannot be resold unless they are subsequently registered under said laws or exemptions from such registrations as are available; and (ii) the transferability of the Shares is restricted and that a legend shall be placed on the certificates representing the securities substantially to the following effect:

(c)

At the Effective Time, each GRP Membereship Interest held in the treasury of GRP, by GRP immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of GRP, SUB CO or MGOL be canceled, retired and cease to exist and no payment shall be made with respect thereto.

(a)

Prior to the Effective Time, MGOL shall enter into an agreement with, and shall deposit with, Stoecklein Law Group or such other agent or agents as may be satisfactory to MGOL and GRP (the “Exchange Agent”), for the benefit of the holders of GRP Membership Interests, for exchange through the Exchange Agent in accordance with this Article I: certificates representing the appropriate number of MGOL Shares to be issued to holders of GRP Membership Interests issuable pursuant to Section 1.7 in exchange for outstanding GRP Membership Interests.

(b)

As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding GRP Membership Interests (the “Certificates”) whose Membership Interest were converted into the right to receive MGOL Shares pursuant to Section 1.7: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as GRP and MGOL may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing MGOL Shares. Upon surrender of a Certificate to the Exchange Agent, together with such letter of transmittal, duly executed, and any other required documents, the holder of such Certificate shall be entitled to receive in exchange therefore a certificate representing that number of whole MGOL Shares and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of GRP Membership Interests which are not registered in the transfer records of GRP, a certificate representing the proper number of MGOL Shares may be issued to a transferee if the Certificate representing such GRP Membership Interests is presented to the Exchange Agent accompanied by all documents required by the Exchange Agent or MGOL to evidence and effect such transfer and by evidence that any applicable Membership Interest transfer or other taxes have been paid. Until surrendered as contemplated by this Section 1.8, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing MGOL Shares as contemplated by this Section 1.8.

(c)

No dividends or other distributions declared or made after the Effective Time with respect to MGOL Shares with a record date after the Effective Time shall be paid to the holder of any un-surrendered Certificate with respect to the MGOL Shares represented thereby until the holder of record of such Certificate shall surrender such Certificate.

(d)

In the event that any Certificate for GRP Membership Interests or MGOL Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange therefor, upon the making of an affidavit of that fact by the holder thereof such MGOL Shares and cash in lieu of fractional MGOL Shares, if any, as may be required pursuant to this Agreement; provided, however, that MGOL or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity.

(e)

All MGOL Shares issued upon the surrender for exchange of GRP Membership Interests in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such GRP Membership Interests. There shall be no further registration of transfers on the stock transfer books of either of GRP or MGOL of the GRP Membership Interests or MGOL Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to MGOL for any reason, they shall be canceled and exchanged as provided in this Article I.

(f)

No fractional MGOL Shares shall be issued in the Merger, but in lieu thereof each holder of GRP Membership Interests otherwise entitled to a fractional MGOL Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of shares.

(a)

Each of MGOL and SUB CO is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and each has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a Material Adverse Effect (as defined below) on MGOL. When used in connection with MGOL, the term “Material Adverse Effect” means any change or effect (i) that is or is reasonably likely to be materially adverse to the business, results of operations, condition (financial or otherwise) or prospects of MGOL, other than any change or effect arising out of general economic conditions unrelated to any business in which MGOL is engaged, or (ii) that may impair the ability of MGOL to perform its obligations hereunder or to consummate the transactions contemplated hereby.

(b)

MGOL has heretofore delivered to GRP accurate and complete copies of the Articles of Incorporation and Bylaws (or similar governing documents), as currently in effect, of MGOL. Except as set forth on Schedule 2.1 of the MGOL Disclosure Schedule, MGOL is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not have a Material Adverse Effect on MGOL.

(a)

The authorized capital stock of MGOL consists of: (i) One Billion (1,000,000,000) MGOL Common Shares, par value $0.001 per share, of which, as of March 31, 2009, approximately 14,000,000 MGOL Shares were issued and outstanding; and (ii) Ten Million (10,000,000) MGOL Preferred Shared, par value $0.001 per share, were authorized, of which no Preferred Shares were issued. The authorized capital stock of SUB CO consists of One Million (1,000,000) shares of common stock ("SUB CO Shares"), of which, as of the date of this Agreement, One thousand (1,000) shares were issued and outstanding.  All of the outstanding MGOL Shares and SUB CO Shares have been duly authorized and validly issued, and are fully paid, nonassessable and free of preemptive rights. Except as set forth herein, as of the date hereof, there are no outstanding (i) shares of capital stock or other voting securities of MGOL or SUB CO, (ii) securities of MGOL convertible into or exchangeable for shares of capital stock or voting securities of MGOL or SUB CO, (iii) options or other rights to acquire from MGOL or SUB CO and, except as described in the MGOL SEC Reports (as defined below), no obligations of MGOL or SUB CO to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of MGOL or SUB CO, and (iv) equity equivalents, interests in the ownership or earnings of MGOL or SUB CO or other similar rights (collectively, “MGOL Securities”). As of the date hereof, except as set forth on Schedule 2.2(a) of the MGOL Disclosure Schedule there are no outstanding obligations of MGOL or its subsidiaries to repurchase, redeem or otherwise acquire any MGOL Securities or stockholder agreements, voting trusts or other agreements or understandings to which MGOL is a party or by which it is bound relating to the voting or registration of any shares of capital stock of MGOL. For purposes of this Agreement, ‘‘Lien” means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

(b)

The MGOL Shares constitute the only class of equity securities of MGOL registered under the Exchange Act.

(c)

Other than its 100% ownership of SUB CO, MGOL does not own directly or indirectly more than fifty percent (50%) of the outstanding voting securities or interests (including membership interests) of any entity, other than as specifically disclosed in the disclosure documents.

(a)

MGOL and SUB CO have all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by the Board of Directors of MGOL (the “MGOL Board”) and the Board of Directors of SUB CO and no other corporate proceedings on the part of MGOL or SUB CO are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 2.3(b) and Section 2.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding SUB CO Shares, and the adoption of this Agreement by the holders of at least a majority of the then outstanding MGOL Shares. This Agreement has been duly and validly executed and delivered by MGOL and SUB CO and constitutes a valid, legal and binding agreement of MGOL and SUB CO, enforceable against MGOL and SUB CO in accordance with its terms.

(b)

The MGOL Board has resolved to recommend that MGOL, and the sole stockholder of SUB CO, approve and adopt this Agreement. Additionally, the two stockholders holding a majority of MGOL shares have agreed to approve and adopt this Agreement, and the actions required to be taken to effectuate the terms and conditions set forth in this Agreement.

(a)

MGOL has filed all required forms, reports and documents with the Securities and Exchange Commission (the “SEC”) from the Company’s inception through the period ended March 31, 2009, each of which has complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act (and the rules and regulations promulgated thereunder, respectively), each as in effect on the dates such forms, reports and documents were filed. MGOL has heretofore delivered or promptly will deliver prior to the Effective Date to GRP, in the form filed with the SEC (including any amendments thereto but excluding any exhibits), (i) its Annual Report on Form 10-K for the year ended December 31, 2008, (ii) its Quarterly Report on Form 10-Q for the period ended March 31, 2009, (iii) all definitive proxy statements relating to MGOL’s meetings of stockholders (whether annual or special) held since December 31, 2007, if any, and (iv) all other reports or registration statements filed by MGOL with the SEC since December 31, 2007. None of such MGOL SEC Reports, including, without limitation, any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of MGOL included in the MGOL SEC Reports fairly present, in conformity with generally accepted accounting principles applied on a consistent basis (except as may be indicated in the notes thereto), the financial position of MGOL as of the dates thereof and its results of operations and changes in financial position for the periods then ended. All material agreements, contracts and other documents required to be filed as exhibits to any of the MGOL SEC Reports have been so filed.

(b)

MGOL has heretofore made available or promptly will make available to GRP a complete and correct copy of any amendments or modifications which are required to be filed with the SEC but have not yet been filed with the SEC, to agreements, documents or other instruments which previously had been filed by MGOL with the SEC pursuant to the Exchange Act.

(a)

Except as set forth in Section 2.11(a) of the MGOL Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), maintained or contributed to at any time by MGOL or any entity required to be aggregated with MGOL pursuant to Section 414 of the Code (each, a “MGOL Employee Plan”), no event has occurred and to the knowledge of MGOL, no condition or set of circumstances exists in connection with which MGOL could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on MGOL.

(b)

(i) No MGOL Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each MGOL Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination.

(c)

Section 2.11(c) of the MGOL Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any MGOL Stock Options, together with the number of MGOL Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Section 2.11(c) of the MGOL Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. MGOL has furnished GRP with complete copies of the plans pursuant to which the MGOL Stock Options were issued. Other than the automatic vesting of MGOL Stock Options that may occur without any action on the part of MGOL or its officers or directors, MGOL has not taken any action that would result in any MGOL Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

(d)

MGOL has made available to GRP (i) a description of the terms of employment and compensation arrangements of all officers of MGOL and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating MGOL to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of MGOL who have executed a non-competition agreement with MGOL and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of MGOL with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of MGOL with or relating to its employees which contain change in control provisions all of which are set forth in Section 2.11(d) of the MGOL Disclosure Schedule.

(e)

There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any MGOL Employee Plan or any agreement or arrangement disclosed under this Section 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement.

(f)

There are no controversies pending or, to the knowledge of MGOL, threatened, between MGOL and any of their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on MGOL. Neither MGOL nor any of its subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by MGOL or any of its subsidiaries (and neither MGOL nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does MGOL know of any activities or proceedings of any labor union to organize any of its or its subsidiaries employees. MGOL has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof, by or with respect to any of its employees.

(a)

Except as publicly disclosed by MGOL in the MGOL SEC Reports, (i) MGOL is in material compliance with all applicable federal, state, local and foreign laws and regulations relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) (collectively, “Environmental Laws”), except for non-compliance that would not have a Material Adverse Effect on MGOL, which compliance includes, but is not limited to, the possession by MGOL of all material permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof; (ii) MGOL has not received written notice of, or, to the knowledge of MGOL, is the subject of, any action, cause of action, claim, investigation, demand or notice by any person or entity alleging liability under or non-compliance with any Environmental Law (an “Environmental Claim”) that could reasonably be expected to have a Material Adverse Effect on MGOL; and (iii) to the knowledge of MGOL, there are no circumstances that are reasonably likely to prevent or interfere with such material compliance in the future.

(b)

Except as publicly disclosed by MGOL, there are no Environmental Claims which could reasonably be expected to have a Material Adverse Effect on MGOL that are pending or, to the knowledge of MGOL, threatened against MGOL or, to the knowledge of MGOL, against any person or entity whose liability for any Environmental Claim MGOL has or may have retained or assumed either contractually or by operation of law.

(a)

Except as set forth in Section 2.13 of the MGOL Disclosure Schedule: (i) MGOL has filed or has had filed on its behalf in a timely manner (within any applicable extension periods) with the appropriate Governmental Entity all income and other material Tax Returns (as defined herein) with respect to Taxes (as defined herein) of MGOL and all Tax Returns were in all material respects true, complete and correct; (ii) all material Taxes with respect to MGOL have been paid in full or have been provided for in accordance with GAAP on MGOL’s most recent balance sheet which is part of the MGOL SEC Documents; (iii) there are no outstanding agreements or waivers extending the statutory period of limitations applicable to any federal, state, local or foreign income or other material Tax Returns required to be filed by or with respect to MGOL; (iv) to the knowledge of MGOL none of the Tax Returns of or with respect to MGOL is currently being audited or examined by any Governmental Entity; and (v) no deficiency for any income or other material Taxes has been assessed with respect to MGOL which has not been abated or paid in full.

(b)

For purposes of this Agreement, (i) “Taxes” shall mean all taxes, charges, fees, levies or other assessments, including, without limitation, income, gross receipts, sales, use, ad valorem, goods and services, capital, transfer, franchise, profits, license, withholding, payroll, employment, employer health, excise, estimated, severance, stamp, occupation, property or other taxes, customs duties, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority and (ii) “Tax Return” shall mean any report, return, documents declaration or other information or filing required to be supplied to any taxing authority or jurisdiction with respect to Taxes.

(a)

MGOL owns, or possesses adequate licenses or other valid rights to use, all existing United States and foreign patents, trademarks, trade names, service marks, copyrights, trade secrets and applications therefore that are material to its business as currently conducted (the “MGOL Intellectual Property Rights”).

(b)

The validity of the MGOL Intellectual Property Rights and the title thereto of MGOL is not being questioned in any litigation to which MGOL is a party.

(c)

Except as set forth in Section 2.15(c) of the MGOL Disclosure Schedule, the conduct of the business of MGOL as now conducted does not, to MGOL’s knowledge, infringe any valid patents, trademarks, trade names, service marks or copyrights of others. The consummation of the transactions completed hereby will not result in the loss or impairment of any MGOL Intellectual Property Rights.

(d)

MGOL has taken steps it believes appropriate to protect and maintain its trade secrets as such, except in cases where MGOL has elected to rely on patent or copyright protection in lieu of trade secret protection.