ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement ("Agreement") is made and entered into as of this 20th day of February, 2008, by and among Cybermedx Medical Systems, LLC , a Texas limited liability corporation having its principal place of business at 34145 Pacific Coast Highway, Ste 163 - Dana Point, CA 92629 (" Seller "), WiFiMed Holdings Company, Inc. , a Nevada corporation, having its principal place of business at 2000 RiverEdge Drive, Suite GL 100A, Atlanta, GA 30328 (" Buyer Parent Company "), Cybermedx Medical Systems, Inc. , a Georgia Corporation having its principal place of business at 2000 RiverEdge Drive, Suite GL 100A, Atlanta, GA 30328  (" Buyer "), Ronald R. Barnett ("Barnett") and Micro Technology Services, Inc. ("MITSI," collectively with Barnett, "Unit Holders").  (Seller, Buyer Parent Company, Buyer and Unit Holders are hereinafter each referred to as a " Party ", collectively as the " Parties ."  Buyer and Buyer Parent Company are hereinafter referred to collectively as the " Buyer Parties .")  Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 1.

RECITALS

WHEREAS, Seller owns, operates and engages in the business related to (i) the development, use, licensing, marketing, sale, implementation, training, support and error correction of the Technologies (defined below);

WHEREAS, Seller desires to sell to Buyer and Buyer desires to purchase from Seller substantially all of the assets and rights used in or related to the operation or conduct of the Business on the terms and conditions set forth in this Agreement (the "Acquisition");

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows:

1 DEFINITIONS

For purposes of this Agreement, the following words, terms and phrases, shall have the following meanings and terms elsewhere defined in context shall have the meanings there assigned:

"Acquired Assets" shall have the meaning set forth in Section 2.1.

"Acquired Customer Contracts" means all of Seller's contracts (including but not limited to oral, implied, and executory contracts) with End-User Customers to deliver products and services of the Business. 

"Acquired Channel Partner Contracts" means all of Seller's contracts with its Channel Partners to deliver products and services of the Business.

"Acquisition" shall have the meaning set forth in the recitals.

"Acquisition Shares" shall have the meaning set forth in Section 3.1.

"Adjustment Value" shall have the meaning set forth in Section 3.5.

"Ancillary Agreements" means the Bill of Sale attached hereto as Exhibit A; the Officer's Certificates attached hereto as Exhibits B and C ; the Description of Technologies attached hereto as Exhibit D ; and the Acknowledgement, Certification and Agreement of  Micro Technology Services, Inc. attached hereto as Exhibit E .

"Balance Sheets" has the meaning set forth in Section 4.2.

"Bill of Sale" means the Bill of Sale, Assignment and Assumption Agreement attached hereto a Exhibit A. 

"Business" shall have the meaning set forth in the recitals.  Business of the Seller does not include any warranties on hardware or other goods delivered to customers prior to Closing. 

"Claim Notice" has the meaning set forth in Section 9.6.

"Channel Partners" means Seller's active resellers, value added resellers, and distributors, as disclosed in Seller's Due Diligence Postings.

"Closing" has the meaning set forth in Section 8.1.

"Closing Date" has the meaning set forth in Section 8.1.

"Competitive Restriction Rights" means all contractual or common-law rights of Seller to prevent any of Seller's present or former employees, consultants, independent contractors, business associates, or prospective business associates from (a) competing with the Business or engaging in a business competitive with the Business as an employee, investor, consultant, etc.; (b) disclosing any trade secrets or confidential information relating to the Business; (c) violating any of Seller's Intellectual Property rights; (d) soliciting on behalf of a business competitive with the Business, any customer of the Business; or (e) soliciting for other employment, any persons employed by the Business.

"Contemplated Transactions" means (a) the acquisition of the Acquired Assets by Buyer from Seller and the payment of the Purchase Consideration therefore; (b) the execution, delivery and performance of the Ancillary Agreements, and (c) the performance by the Parties of their other covenants and obligations under this Agreement and the Ancillary Agreements.

"Dispute Notice" has the meaning set forth in Section 9.5.

"Due Diligence Postings" means the documents posted by Seller to Buyer's ftp site:  ftp.jmjtech.com and written documents delivered to Kane St. John or an officer or director of Buyer Parent Company prior to the Closing Date.  Any and all of Due Diligence Postings shall be considered a disclosure by Seller to Buyer regardless of the folder in which it was posted. 

"End-User Customer" means a Person who has purchased one or more of the items or a component of an item from among the Technologies, or to whom or which Seller is contractually obligated to deliver one or more of the items or a component of an item from among the Technologies.

 "GAAP" means United States generally accepted accounting principles in effect from time to time, consistently applied.

"Governmental Entity" means: (i) any nation, state, county, city, town, village, district or other jurisdiction; (ii) any federal, state, local, municipal, foreign, or other government; (iii) any federal, state, local or foreign governmental or quasi-governmental authority of any nature (including any agency, branch, department, board, commission, court or other tribunal); (iv) any multi-national or supra-national organization or body; (v) any body exercising, or entitled or purporting to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, including any court or arbitrator; (vi) any self-regulatory organization or (vii) any official of any of the foregoing.

"Indebtedness" means, with respect to any Person,

(i)                   any obligation of such Person, contingent or otherwise, (A) for borrowed money, (B) for all or part of the purchase price or cost of any type of property or services, (C) evidenced by notes, bonds, debentures or other similar instruments, (D) created or arising under any conditional sale or other title retention agreement with respect to real or personal property or other assets acquired by such Person, (E) as lessee under leases that have been or should be recorded as capital leases in accordance with GAAP, (F) under acceptance, letter of credit or similar facilities, (G) to purchase, redeem, retire, defease or otherwise acquire for value any capital stock or other securities, (H) for accounts payable other than trade accounts payable incurred in the Ordinary Course of Business, (I) to reimburse any bank or other Person in respect of amounts paid or payable under a standby letter of credit or (J) in connection with any factored or sold receivables,

(ii)                 all obligations (as described in clauses (i)(A) through (i)(J) above) of others guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (A) to pay or purchase such obligations or to advance or supply funds for the payment or purchase of such obligations, (B) to purchase, sell or lease (as lessee or lessor) any real or personal property or other assets, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such obligations or to assure the holder of such obligations against loss, (C) to supply funds to or in any other manner invest in the debtor (including any agreement to pay for any real or personal property or other assets or services irrespective of whether such real or personal property or other assets is received or such services are rendered) or (D) otherwise to assure a creditor against loss, and

(iii)                all obligations (as described in clauses (i)(A) through (i)(J) above) secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Lien on any real or personal property or other assets (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such obligations.

"Indemnified Party" has the meaning set forth in Sections 9.5 and 9.6.

"Indemnifying Party" has the meaning set forth in Sections 9.5 and 9.6.

"Intellectual Property" means all trademarks and trademark rights, trade names and trade name rights, service marks and service mark rights, service names and service name rights, utility models and utility model rights, copyrights, mask work rights, brand names, trade dress, product designs, product packaging, business and product names, logos, slogans, rights of publicity, trade secrets, inventions (whether patentable or not), invention disclosures, improvements, processes, formulae, industrial models, processes, designs, specifications, technology, methodologies, computer software (including all Source Code and object code), firmware, development tools, flow charts, annotations, all databases and data collections and all rights therein, any other confidential and proprietary right or information, whether or not subject to statutory registration, and all related technical information, the information set forth in manufacturing, engineering and technical drawings, know-how, working papers, and all pending or abandoned or suspended applications for and registrations of patents, utility models, trademarks, service marks, copyrights, section 510(k) pre-market certification approval under the Federal Food, Drug, and Cosmetic Act, as amended, and the right to sue for past infringement, if any, in connection with any of the foregoing.

"Knowledge" as used with respect to a Person (including references to such Person being aware of a particular matter) shall mean those facts which are actually known after due inquiry by the president, chief financial officer, general counsel, or any or senior manager of such Person after making reasonable inquiry and exercising reasonable diligence with respect to the matter at hand.

"Law" means any law, statute, common law, rule, code, executive order, ordinance, regulation, requirement, ruling or judgment of any Government Entity or any order, writ, injunction or decree, whether preliminary or final, entered by any Government Entity.

"Leased Real Property" has the meaning set forth in Section 4.17.

 "License" means any agreement to which a Seller is a party that entitles any other party (a "Licensee") to possess or use any of the Software.

 "Liens" means any mortgage, lien, pledge, charge, security interest, restriction, encumbrance of any kind, or deferred payment obligations.

"Maintenance Obligations" means the contractual obligations owed to End-User Customers in the Ordinary Course of Business of Seller.

"Material Adverse Effect" means (a) with respect to Seller, any change or effect (or aggregation of changes and effects) that is materially adverse to (i) the financial condition, operations, results of operations of the Seller's Business or (ii) the condition of the Acquired Assets, and (b) with respect to Buyer, any change or effect (or aggregation of changes and effects) that is materially adverse to the financial condition, operations or results of operations of the Buyer's business; provided, however that, with respect to each of Buyer and Seller, changes in general industry conditions or general economic conditions, and consequences of acts of war or terrorism (and, in any such case, which do not affect the Seller or Buyer, as the case may be, disproportionately as compared to other companies that compete with the Seller or Buyer, as the case may be) shall not be deemed to constitute a Material Adverse Effect.

"Ordinary Course of Business" means, with respect to actions and operations conducted by Seller, actions and operations that are (i) consistent with the past practices of Seller, (ii) taken in the ordinary course of the normal, day-to-day operations of Seller, (iii) not required to be authorized by the board of directors or other governing body of Seller, and (iv) similar in nature and magnitude to actions and operations customarily taken, without any authorization by the board of directors or other governing body of Seller, in the ordinary course of the normal, day-to-day operations of other companies that are of similar size and in the same line of business as Seller.

"Proceeding" means any action, arbitration, hearing, charge, investigation, litigation, or suit (whether civil, criminal, administrative, or investigative) commenced, brought, conducted, or heard by or before, or involving, any arbitrator or any federal, state, municipal or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign.

"Purchase Consideration" shall mean the purchase consideration set forth in Section 3.1 of this Agreement.

"Person" shall mean a natural person or any legal, commercial or governmental entity, such as, but not limited to, a corporation, general partnership, joint venture, limited partnership, limited liability company, trust, business association, group, acting in concert, or any person acting in a representative capacity.

"Software" means all executable code, object code and Source Code versions of software executing or operating any items or components of the Technologies, including all versions, whether current or past, thereof and all related user and programmer documentation, user, configuration, or installation manuals, specifications, flow charts, logic diagrams, bug reports and debugging reports, development records and version integrity and change management files, and including all graphic, video, audio or textual content in any of the foregoing.  

"Source Code" means any embodiment of any of the Software in the form of a programming language that can be read by a suitably trained human programmer (as opposed to object or executable code or machine language), together with any programmer's comments maintained by Seller with its copies of the programming-language source code, and any linking, compiling and other instructions or documentation necessary to enable competent programming professionals to create executable code from the source code.

"Source Code License" means any contract or contractual provision (whether or not denominated a "license") that prescribes the terms, conditions and restrictions applicable to the possession and use of Source Code by a licensee of the Software to whom Source Code of any Software has been released.

"Specifications" means product designs, product packaging, trade secrets, inventions (whether patentable or not), invention disclosures, improvements, processes, formulae, industrial models, processes, designs, specifications, technology, methodologies, computer software (including all Source Code and object code), firmware, development tools, flow charts, annotations, all databases and data collections and all rights therein, any other confidential and proprietary right or information, and all related technical information, the information set forth in manufacturing, engineering and technical drawings, know-how, and working papers concerning any component or item of the Technologies.

"Tax" means any tax for any period with any taxing authority (whether domestic or foreign).

"Technologies" means the devices, programs and applications described in Exhibit D attached hereto.

"Third Party Claim" has the meaning described in Section 9.6.

"Trademarks" means all versions of the marks listed in Exhibit E attached hereto, together with any other marks, whether or not registered, used by Seller as trademarks or service marks exclusively in connection with the Software or the Software Business, including any logos or other graphic representations thereof.

"Transactional Proposal" has the meaning described in Section 6.3.

2 ACQUISITION OF ASSETS AND LIABILITIES

2.1   Acquired Assets .  Subject to the terms and conditions set forth herein and to restrictions beyond Seller's control that may arise by operation of law, Seller shall as of the Closing Date sell, convey, transfer, assign and deliver to Buyer Parties (except for the Excluded Assets as defined in Section 2.2 below), and Buyer shall purchase, free and clear of all Liens,  all of Seller's rights, title and interest in and to all of the rights and assets owned by Seller and used or held for use in the operation of the Business, including without limitation, the following (collectively, the "Acquired Assets"):

2.1.1  All intangible assets relating to the operation of the Business, including, but not limited to, all Software; Intellectual Property and other proprietary rights in the Software; all rights in the Trademarks; all rights in any licenses held by Seller to Intellectual Property of third parties that is used as a component of the Software, or that is used as a Trademark; all the goodwill in or arising from the use of the Trademarks and the operation of the Business; originals of all Intellectual Property registration and licenses; and all telephone, telecopy, email listings and addresses and domain names of Seller

2.1.2  All rights under the Acquired Customer Contracts;  

2.1.3  All rights under the Acquired Channel Partner Contracts;

2.1.4  All Competitive Restriction Rights of Seller;

2.1.5  All accounts receivable and other rights to payment from customers of Seller (including the full benefit of all security for such accounts or rights to payment) outstanding as of the Closing Date and in rising in respect of goods shipped or products sold or services rendered to customers of Seller in the Ordinary Course of Business;

2.1.6  All tangible personal property used or held for use in the operation of the Business, including, but not limited to, all furniture, machinery, office furnishings, equipment and equipment leasehold improvements, existing on the Closing Date, together with any express or implied warranties by the manufacturers, sellers or lessors of any item or component part thereof, and all maintenance records and other documents relating thereto;

2.1.7  All authorizations and licenses necessary to operate the Business; and

2.1.8  The Real Property Sublease, including any and all security and other deposits, advance rents and any other payments made thereunder prior to the Closing Date.

2.2   Excluded Assets .  Notwithstanding the terms of Section 2.1, the following assets shall be retained by Seller (collectively, the "Excluded Assets") and shall not be sold, transferred or assigned to Buyer in connection with the purchase of the Assets:

2.2.1  All rights to insurance proceeds under Seller's insurance policies to the extent that such proceeds relate to liabilities that are retained by the Seller;

2.2.2  All Tax refunds, credits, and loss carryovers from any taxing authority that currently belong to Seller or that may result from the future filing of Tax Returns by the Seller;

2.2.3  To the extent not required for the operation of the Business, Seller's minute books and related company records and accounting records (including ancillary records, paid invoices and work papers related thereto) (provided that Seller shall provide Buyer access to the foregoing records to the extent reasonably requested by Buyer);

2.2.4  The rights of Seller under this Agreement and the Ancillary Agreements.

2.3   Excluded Liabilities . Except as set forth in Section 2.4, Buyer shall not assume or become liable for (and nothing contained in this Agreement shall be construed as an assumption by Buyer of) the payment of any debts, liabilities, losses, Indebtedness, real or personal property leases or other liabilities or obligations of Seller (collectively, the "Excluded Liabilities"), whether the same are known or unknown, now existing or hereafter arising, of whatever nature or character, whether absolute or contingent, liquidated or disputed, including, without limitation, any and all Liabilities arising from, or related to, the ownership, operation and maintenance of the Business or the Acquired Assets (including the Intellectual Property) prior to the Closing Date.  Seller shall be responsible for, and the Excluded Liabilities shall include all of the liabilities, obligations and undertakings of Seller not expressly assumed by Buyer pursuant to Section 2.4 hereof, and such liabilities, obligations and undertakings shall remain the sole liabilities, obligations and undertakings of Seller.

2.4   Acquired Liabilities .  As of the Closing Date, Buyer shall assume, pay, and perform in accordance with their terms the following liabilities of Seller: 

2.4.1  All executory contracts to deliver services and products of the Business to Seller's End-User Customers that are due to be performed after the Closing Date;

2.4.2  All executory contracts to deliver services of the Business to Seller's Channel Partners that are due to be performed after the Closing Date;

3 CONSIDERATION AND DELIVERY

3.1   Purchase Consideration .  The "Purchase Consideration" shall mean one million (1,000,000) restricted shares (the "Acquisition Shares") of common stock, par value $.0001 per share, of Buyer Parent Company (the "WiFiMed Common Stock"), subject to adjustment in accordance with Section 3.5 below, payable to the Seller.  At the direction and choice of Seller, such Purchase Consideration shall be distributed to the Unit Holders and the Agents directly, rather that to Seller.

3.2     [Reserved]

3.3   Commissions .  In recognition and compensation for services rendered to Seller in this transaction, Buyer Parent Company shall deliver to each of the following individuals (each an "Agent" and collectively the "Agents") at the Closing Date certificates representing a total of one hundred thousand (100,000) restricted shares WifiMed Common Stock (the "Agent Shares") allocated as to each Agent as follows, provided that each Agent executes the Agent Acknowledgment and Agreement in the form attached hereto as Exhibit 1.7:

3.4   Delivery of Certificates .  At Closing, Buyer Parent Company shall deliver to each of the Unit Holders, a legended stock certificate representing all of the Acquisition Shares to which such Unit Holder is entitled to pursuant to Schedule F of this Agreement, containing the legend set forth under Section 3.8. 

3.5   Adjustments, Valuation .   On the 180 ^th day following the Closing Date, WiFiMed Common Stock will be valued.  The value shall be deemed the weighted average of all sales of WiFiMed Common Stock (weighted for volume) on the OTCBB in the thirty business days immediately preceding the 180 ^th day following the Closing.  If the value of a share of WiFiMed Common Stock under such valuation formula is less than one dollar, then, within 210 days after Closing, WiFiMed shall distribute to the Unit Holders additional shares of WiFiMed Common Stock equal to the difference between (A) 900,000 divided by the dollar share value and (B) 900,000, rounded to the nearest whole share, but not to exceed 900,000 shares.  For example, if the share value formula yields a share value of 82 cents, then WiFiMed shall distribute to Unit Holders, within 210 days after the date of Closing, an additional 197,561 shares of Parent Entity ([900,000/0.82] – 900,000 = 197,560.9).   The same share valuation formula (also calculated as of the 180 ^th day following the date of Closing) shall be used for purposes of determining the number of shares of Parent Entity's Common Stock distributed to the Unit Holders after the expiration of the 12-month period specified in Section 9.10.  The formula for such payment shall be the quotient of an equation in which the dividend is (A) the difference between 100,000 and the dollar value of the sum of understated liabilities and overstated assets, and the divisor is (B) the dollar share value of Parent Entity's common stock pursuant to the formula (except that a value of "1" shall be used if the share value formula yields a share value equal to or greater than one dollar), rounded to the nearest whole share, but not to exceed 200,000.  For example, using the same share valuation of 82 cents, and assuming further that assets are overstated by $30,000 and liabilities understated by $25,000, then the shares distributed to the Unit Holders after the 12-month period would be [100,000 – 55,000] / 0.82 = 54,878 shares.  It is the intention of the parties to increase proportionately the number of shares if the value on the 180 ^th day is less than $1.00 and to decrease proportionately the number of shares pursuant to Section 9.10.

3.6   Allocation .  Following the Closing, Buyer shall submit to Seller a proposed allocation of the Purchase Price (the "Allocation").  The Allocation shall be subject to Seller's reasonable approval, which approval cannot be unreasonably withheld or delayed, provided, that Seller shall respond to Buyer regarding such approval within fifteen (15) business days after receipt of the Allocation.  Upon Buyer's and Seller's agreement on the basis of the allocation and that they shall  not thereafter take a Tax Return position inconsistent with such allocation unless such inconsistent position shall arise out of or through an audit or other inquiry or examination by the Internal Revenue Service or other Taxing Authority.

3.7   Manner of Sale .  The sale, conveyance, transfer, assignment and delivery of the Acquired Assets by Seller to Buyer shall be effected by the Bill of Sale and other deeds, endorsements, assignments, transfers and other instruments of transfer and conveyance in such form as Buyer or its counsel and Seller or its counsel mutually deem reasonably necessary or appropriate to transfer to the Buyer full legal and beneficial title to the Acquired Assets free and clear of any Liens.

3.8   Legending of Securities . The Acquisition Shares will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), by reason of Section 4(2) thereof or Regulation D promulgated thereunder or other applicable exemptions, together with exemptions under applicable state securities laws. Seller understands and agrees that there will be placed on the Acquisition Shares a legend stating in substance the following (along with other appropriate language under applicable U.S., state and foreign securities laws):

The securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws and may not be offered, sold, transferred or otherwise disposed of, unless registered with the Securities and Exchange Commission of the United States and the securities regulatory authorities of applicable states or unless an exemption from registration is available.

3.9   Agreement to Cooperate .  The parties agree to reasonably cooperate to ensure that (1) the Acquisition Shares are issued under available exemptions under applicable U.S., state and foreign securities laws and (2) the Contemplated Transaction shall constitute a valid, non-taxable Asset Reorganization.

4  REPRESENTATIONS BY SELLER

Seller represents and warrants to Buyer Parties as follows:

4.1   Organization and Qualification .  Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Texas.

4.2   Authority Relative to this Agreement .  Seller has the limited liability company power and authority to enter into, execute and deliver this Agreement and the Ancillary Agreements and to carry out its obligations hereunder and thereunder.  This Agreement has been duly executed and delivered to Seller and has been duly authorized by all necessary limited liability company action on the part of Seller.  This Agreement constitutes, and upon execution of the Ancillary Agreements to which Seller is a party, such Ancillary Agreements will constitute, the valid and legally binding obligation of the Seller, enforceable according to their respective terms and conditions.

4.3   Financial Statements .  Seller has provided Buyer with financial statements, including balance sheets dated as of December 31, 2006 and as of December 12, 2007 (the "Balance Sheets"), statements of profit and loss from January 1, 2006 through December 31, 2006, and from January 1, 2007 through December 12, 2007 (the "P & L Statements"); and statements of equity accounts dated December 31, 2006 and December 12, 2007 (the "Statements of Equity", collectively with the Balance Sheets and the P & L Statements, the "Seller's Financial Statements").  To Seller's Knowledge, the Seller's Financial Statements are true and correct in all material respects, correctly reflecting all assets and all actual and contingent liabilities of Seller as of the respective dates thereof as required by GAAP, including full legally required provision or reserve for all Tax and social security contributions, have been prepared in accordance with GAAP throughout the periods involved and present fairly in all material respects the consolidated financial position, results of operations, the assets and liabilities, and equity accounts of Seller as of the dates and for the periods indicated therein, and correctly reflect and disclose all extraordinary items, all required by GAAP.  The Financial Statements have been prepared (a) from, and are in accordance with, the books and records of Seller and (b) in conformity with GAAP.  

4.4   Litigation .  To Seller's Knowledge, there are no Proceedings pending or threatened against Seller, at law or in equity.  No judgment, award, or decree has been rendered against Seller that is still outstanding.  There is no action or suit by Seller pending or threatened against any other party, including, without limitation, any action brought by Seller to enforce any non-competition agreement.

4.5   Intellectual Property .  The Due Diligence Postings set forth a true, 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 Seller.  Seller has no patents, patent pending or patent applications.  Except as disclosed in its Due Diligence Postings, (i) Seller owns or has the right to use all Intellectual Property free and clear of all liens and restrictions and (ii) any Intellectual Property owned or used by Seller and, to Seller'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.  To the Seller's knowledge, the conduct of Seller'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.  The consummation of the Contemplated Transactions will not result in the loss or impairment of Buyer Parties' 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 unit holder, member, manager, director, officer, employee, contractor or consultant of the Seller (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.

4.6   Outstanding Licenses .  To Seller's Knowledge and except as disclosed in its Due Diligence Postings or made in the Ordinary Course of Business of Seller, there are no outstanding options, licenses, or agreements of any kind relating to the Intellectual Property, nor is Seller 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. 

4.7   Infringement .  To Seller's Knowledge, no third party is misappropriating, infringing, diluting or violating any Intellectual Property owned by Seller and no such claims, suits, arbitrations or other adversarial proceedings have been brought or threatened against any third party by Seller.  Except as disclosed in its Due Diligence Postings, to Seller's Knowledge, the conduct of Seller'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.

4.8   Trade Secrets .  To Seller'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 Seller's Knowledge, no party to any non-disclosure agreement relating to its Trade Secrets is in breach or default thereof.

4.9   Liens for Taxes .  Seller has timely filed all tax returns that it was required to file.  All such tax returns were true, correct and complete in all material respects.  All taxes required by Law to be paid by Seller (whether or not shown on any tax return) have been paid, except for taxes that were legitimately and successfully disputed by Seller.  Seller is currently not the beneficiary of any extension of time within which to file any tax return.  There are no Liens on any of the Assets that arose in connection with any failure (or alleged failure) to pay any tax. No circumstances within the control of Seller exist that are reasonably likely to cause a tax authority to assess any additional taxes payable by Seller for any period for which tax returns have been filed by Seller and (i) no tax authority intend to issue such an assessment.

4.10   Audits .  To Seller's Knowledge there are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to taxes or any tax returns of Seller now pending, and Seller has not received any written notice of any proposed audits, investigations, claims or administrative proceedings relating to taxes or any tax returns.

4.11   Written Rulings .  Seller has not received any written ruling from any tax authority.

4.12   Tax Returns in Other Jurisdictions .  No jurisdiction where Seller does not file a tax return has made a claim in writing that Seller is required to file a tax return for such jurisdiction or that any taxes are due as a result of doing any business in such jurisdiction.

4.13   Federal Tax Return .  Seller has made available to the Buyer true and correct copies of the United States federal income tax return and any state, local or foreign tax return for its taxable years ended December 31, 2005 and 2006.

4.14   Accounts Receivable .  All accounts receivable of Seller, are valid and existing obligations of Seller; (i) have arisen from bona fide transactions during the Ordinary Course of Business consistent with past practices; (ii) are collected during and collectable during the Ordinary Course of Business; have been adequately reserved for on the Balance Sheets provided by Seller its Due Diligence Postings.

4.15   Consents, Notices and Approvals .  To Seller's Knowledge, except for shareholder approval of this Agreement (and except as may be indicated by Seller's Due Diligence Postings), no consent, approval, permit, waiver, authorization of or notice or filing with, any governmental authority is required to be made or obtained by Seller in connection with the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements.

4.16   Assets .  Seller's Due Diligence Postings set forth a true, correct and complete list of all tangible assets, properties and rights owned, leased or licensed b