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Agreement - MODAVOX INC - 6-14-2006

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Agreement - MODAVOX INC - 6-14-2006 Powered By Docstoc
					AGREEMENT AND PLAN OF REORGANIZATION MODAVOX, INC. KINO ACQUISITION SUB, INC. KINO INTERACTIVE, LLC THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is dated as of the latest date set forth on the signature page (the "Signature Date"), and is among MODAVOX, INC., a Delaware corporation ("Modavox"); KINO ACQUISITION SUB, INC., a Delaware corporation and wholly owned Subsidiary of Modavox to be formed ("Subsidiary"); and KINO INTERACTIVE, LLC, an Arizona limited liability company to be formed ("Kino"). Modavox, Subsidiary and Kino are sometimes referred to individually as the "Party" and collectively as the "Parties." STATEMENT OF PURPOSE A. The Boards of Directors of Modavox and Subsidiary and the members of Kino deem it advisable and in the best interests of each entity and its respective holders of equity interests that Modavox and Kino combine to advance their long-term business interests; B. The combination of Modavox and Kino will be effected by the terms of this Agreement through a transaction (the "Merger") in which (i) Kino will merge with and into Subsidiary, and (ii) the members of Kino will become stockholders of Modavox; and C. For federal income tax purposes, it is intended that the Merger will qualify as reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). AGREEMENT In consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below, the Parties agree as follows: ARTICLE 1 THE MERGER 1.1 EFFECTIVE TIME OF THE MERGER. Subject to the provisions of this Agreement, Modavox, Subsidiary and Kino will duly prepare, execute, acknowledge and deliver to the Delaware Secretary of State an Agreement of Merger in such form as is required by the relevant provisions of the Delaware Business Corporation Law (the "DBCL") for filing as soon as practicable on or after the Closing Date (as defined in Section 1.2). The Merger will be effective upon the filing of the Certificate of Merger to be filed with and accepted by the Delaware Secretary of State (the "Effective Time").

1.2 CLOSING. The closing of the Merger (the "Closing") will take place at 1:00 p.m., Arizona Time, in Phoenix, Arizona at a location Modavox specifies by not later than February 28, 2006 (the "Closing Date"), provided that the other closing conditions set forth in Article 6 have been met or waived as provided in Article 6 at or prior to the Closing, 1.3 EFFECTS OF THE MERGER. At the Effective Time (i) the separate existence of Kino will cease, and it will be merged with and into Subsidiary (sometimes hereinafter the "Surviving Entity"), (ii) the Certificate of Incorporation of Subsidiary will become the Certificate of Incorporation of the Surviving Entity, and (iii) the Bylaws of Subsidiary will become the Bylaws of the Surviving Entity. At and after the Effective Time, the Surviving Entity will possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of Kino; and all singular rights, privileges, powers and franchises of Kino, and all property, real, personal and mixed, and all debts due to Kino on whatever account, as well as for subscriptions for membership interests and all other things in action or belonging to Kino, will be vested in the Surviving Entity, and all property, rights, privileges, powers and franchises, and all and every other interest will be thereafter as effectually the property of the Surviving Entity as they were of Kino, and the title to any real estate vested by deed or otherwise, in Kino, will not revert or be in any way impaired but all rights of creditors and all liens upon any property of Kino will be preserved unimpaired, and all debts, liabilities and duties of Kino will thereafter attach to the Surviving Entity, and may be enforced against it to the same extent as if such debts and liabilities had been incurred by it. 1.4 DIRECTORS AND EXECUTIVE OFFICERS. The directors and executive officers of Modavox immediately prior to the Effective Time will be the initial directors, executive officers of the Surviving Entity, each of whom will hold office in accordance with the organizational documents of the Surviving Entity, until their respective successors are duly elected or appointed. In addition, Kino will have the right to appoint two additional directors to the board of directors of the Surviving Entity in addition to Nathan T. Bradley who has already been appointed to Modavox's Board of Directors. ARTICLE 2 CONVERSION OF SECURITIES 2.1 CONVERSION OF CAPITAL. As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any membership interests of Kino or capital stock of the Surviving Entity: 2

(a) Capital Stock of Surviving Entity. Each issued and outstanding share of the capital stock of Subsidiary will be converted into and become one fully paid and nonassessable share of Common Stock of the Surviving Entity. (b) Conversion of Kino's Membership Interests. Subject to Section 2.2, all of the issued and outstanding membership interests of Kino ("Kino's Membership Interests"), will be converted into the right to receive eight million (8,000,000) shares of Modavox Common Stock, two million (2,000,000) shares of Modavox Class A Convertible Preferred Stock and two million (2,000,000) shares of Modavox Class B Convertible Preferred Stock ("Merger Shares"). The Class A Convertible Preferred Stock will have the attributes described in the Certificate of Designation attached hereto as Exhibit 2.1(b-1). The Class B Convertible Preferred Stock will have the attributes described in the Certificate of Designation attached hereto as Exhibit 2.1(b-2). Kino's Membership Interests, when so converted, will no longer be outstanding and will automatically be canceled and retired and will cease to exist, and each holder of Kino's Membership Interests will cease to have any rights with respect thereto, except the right to receive the Merger Shares to be issued in consideration therefor in accordance with this Article 2. (c) Exchange Procedures. Upon conversion of Kino's Membership Interests pursuant to Section 2.1(b) into the right to receive shares of Modavox Common Stock, each holder of the Kino Membership Interests will be entitled to receive in exchange therefor a certificate representing that number of whole Merger Shares which such holder has the right to receive pursuant to the provisions of Section 2.1(b); provided, however, that the Modavox Escrow Shares and Kino Escrow Shares (as such terms are defined in Sections 2.3(a) and 2.3(b)) shall be retained by the Escrow Agent (as such term is defined in Section 2.3(a)) in accordance with the provisions of the Escrow Agreement (as such term is defined in Section 2.3(a)). The Merger Shares (including the Kino Escrow Shares) and the Modavox Escrow Shares will be deemed to have been issued at the Effective Time. (d) No Further Ownership Rights in Kino's Membership Interests. All shares of Modavox Common Stock issued upon the exchange of Kino's Membership Interests in accordance with the terms hereof will be deemed to have been issued in full satisfaction of all rights pertaining to Kino's Membership Interests, and there will be no further registration of transfers on the stock transfer books of the Surviving Entity of Kino's Membership Interests which were outstanding immediately prior to the Effective Time. (e) No Fractional Shares. No certificate or scrip representing fractional shares of Modavox Common Stock will be issued upon the exchange of Kino's Membership Interests, and such fractional shares will not entitle the owner thereof to vote or to any rights of a stockholder of Modavox. If there are fractional shares, each member will round up such fractional share that is one-half or greater to the nearest whole number and round down to the nearest whole number for each fractional share that is less than one-half. 3

2.2 STOCK ESCROW. (a) Modovox Escrow Shares. In addition to the Merger Shares, one million two hundred thousand (1,200,000) shares of Modavox Common Stock (the "Modavox Escrow Shares") will be issued to each holder of the Kino Membership Interests pro rate in accordance with their Kino Membership Interests and deposited in escrow (the "Escrow") with the Company's transfer agent, Interwest Transfer Co., Inc. ("Escrow Agent"), to be held and administered in accordance with an Escrow Agreement, substantially in the form attached hereto as Exhibit 2.3 (the "Escrow Agreement"). While in Escrow, all voting rights with respect to the Modavox Escrow Shares will reside with Modavox's Board of Directors. Any securities received by the Escrow Agent in respect of any Modavox Escrow Shares held in the Escrow as a result of any stock split or combination of shares of Modavox Common Stock, payment of a stock dividend or other stock distribution in or on shares of Modavox Common Stock, or change of Modavox Common Stock into any other securities pursuant to or as a part of a merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation of Modavox, or otherwise, will be held by the Escrow Agent as, and will be included within the definition of, Modavox Escrow Shares. The Modavox Escrow Shares will be available to satisfy any indemnification obligations arising under Section 7.2 during the indemnification period specified in Section 7.1. (b) Kino Escrow Shares. 15% of the Merger Shares (the "Kino Escrow Shares") will be deposited in the Escrow with the Escrow Agent, to be held and administered in accordance with the Escrow Agreement, such Kino Escrow Shares to be withheld and deducted, pro rata, from the Merger Shares otherwise issuable to each holder of Kino's Membership Interests. By approving the Merger, the holders of the Merger Shares will agree to be bound with respect to the indemnification obligations of Kino arising under Section 7.3. Notwithstanding the escrow of the Kino Escrow Shares, dividends or other distributions declared and paid on such shares will continue to be paid by Modovox to the holders of Kino Escrow Shares and all voting rights with respect to such shares will inure to the benefit of and be enjoyed by such stockholders. Any securities received by the Escrow Agent in respect of any Kino Escrow Shares held in escrow as a result of any stock split or combination of shares of Modavox Common Stock, payment of a stock dividend or other stock distribution in or on shares of Modavox Common Stock, or change of Modavox Common Stock into any other securities pursuant to or as a part of a merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation of Modavox, or otherwise, will be held by the Escrow Agent as, and will be included within the definition of, Kino Escrow Shares. The Kino Escrow Shares will be available to satisfy any indemnification obligations arising under Section 7.3 during the indemnification period specified in Section 7.1. 4

2.3 STOCKHOLDER REPRESENTATIVE. (a) Each holder of Kino's Membership Interests who has approved the Merger and received Merger Shares will have irrevocably authorized and appointed the chief executive officer of the Surviving Corporation (the "Stockholder Representative"), with full power of substitution and resubstitution, as such stockholder's representative and true and lawful attorney-in-fact and agent to execute in the name and on behalf of such stockholder the Escrow Agreement and any other agreement, certificate, instrument or document to be delivered by such stockholder in connection with the Escrow Agreement. (b) The Stockholder Representative will not be liable for any act done or omitted hereunder or under the Escrow Agreement as the Stockholder Representative while acting in good faith and in the exercise of reasonable judgment. The stockholders on whose behalf the Kino Escrow Shares and Modavox Escrow Shares were contributed to the Escrow will indemnify the Stockholder Representative and hold the Stockholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholder Representative and arising out of or in connection with the acceptance or administration of the Stockholder Representative's duties hereunder and under the Escrow Agreement, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative. (c) A decision, act, consent or instruction of the Stockholder Representative will constitute a decision of the stockholders on whose behalf the Kino Escrow Shares and Modavox Escrow Shares were contributed and will be final, binding and conclusive upon such stockholders; and the Escrow Agent and the Indemnitee (as defined in Section 7.4) may rely upon any such decision, act, consent or instruction of the Stockholder Representative as being the decision, act, consent or instruction of such stockholders. The Escrow Agent and the Indemnitee are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholder Representative. ARTICLE 3 5

REPRESENTATIONS AND WARRANTIES 3.1 REPRESENTATIONS AND WARRANTIES OF KINO. Kino hereby represents and warrants to Modavox that except as set forth on Kino's exceptions schedule ("Kino's Exceptions Schedule") attached hereto as Schedule 3.1: (a) Organization and Standing. Kino is a limited liability company duly organized, validly existing and in good standing, all under the laws of the State of Arizona, and has all requisite power and authority to conduct its business in the place where the business is now conducted and to own, lease and operate its assets, as now conducted, owned, leased and operated. Kino is duly qualified or licensed to do business and is in good standing under the laws of each state or other jurisdiction in which the nature of the business or location of the assets requires such qualification or licensing, and where the failure to be so qualified or licensed and in good standing would not individually or in the aggregate have a material adverse effect on Kino. (b) Authority. Kino has the full legal right, power, capacity and authority to enter into this Agreement and all other agreements, instruments and documents to be signed and delivered by Kino in connection herewith (the "Sale Documents"), and to carry out its obligations hereunder and thereunder. The managing members of Kino (i) has made assessments of the value of Kino and has taken other actions as to satisfy the fiduciary duties that must be satisfied by it to enable Kino to enter into this Agreement and to render this Agreement binding upon Kino in accordance with its terms and (ii) has duly approved the Sale Documents to which Kino is a party and has duly authorized the execution and delivery of the Sale Documents to which Kino is a party and the consummation of the transactions contemplated thereby. Kino has taken, or will prior to the Closing Date have taken, all actions necessary to authorize it to enter into and perform its obligations under this Agreement and the Sale Documents, and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Kino, and this Agreement and the Sale Documents constitute the legal, valid and binding obligations of Kino enforceable against Kino in accordance with their terms. (c) Compliance with Law. Kino has complied, and is in compliance, with all applicable federal, state and local laws, statutes, licensing requirements, rules and regulations, and judicial or administrative decisions applicable to Kino, except where failure to be in compliance therewith would not have a material adverse effect upon Kino. To Kino's knowledge, Kino has been granted all permits from federal, state, and local government regulatory bodies necessary to carry on its business, all of which are currently valid and in full force and effect. There is no order issued, investigation or proceeding pending or, to Kino's knowledge, threatened, or notice served with respect to any violation of any law, ordinance, order, writ, decree, rule or regulation issued by any federal, state, local or foreign court or governmental or regulatory agency or instrumentality applicable to Kino. 6

(d) No Conflict or Default. Neither the signing and delivery of this Agreement nor compliance with the terms and provisions hereof, including the consummation of the transactions contemplated hereby, will conflict with or result in the breach of any term, condition or provision of either Kino's certificate of organization or operating agreement, or any material agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument to which Kino is a party or by which it is or may be bound or constitute a default (or an event which, with the lapse of time or the giving of notice, or both, would constitute a default) thereunder or, to Kino's knowledge, violate any statute, regulation or ordinance of any governmental authority. (e) Brokers' and Finders' Fees. Kino is not obligated to pay any fees or expenses of any broker or finder in connection with the origin, negotiation or signing of this Agreement or in connection with any transactions contemplated hereby. (f) Taxes. (i) All returns and reports in respect of Taxes (as hereinafter defined) required to be filed with respect to Kino have been timely filed. All Taxes required to be shown on such returns and reports or otherwise due have been timely paid. All such returns and reports are true, correct and complete in all material respects. No adjustment relating to such returns has been proposed formally or informally by any Tax authority (insofar as either relates to the activities or income of Kino or could result in liability of Kino on the basis of joint and/or several liability) and, to the best knowledge of Kino (after due inquiry), no basis exists for any such adjustment. There are no pending or, to the best knowledge of Kino (after due inquiry), threatened actions or proceedings for the assessment or collection of Taxes against Kino. Kino has not granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of any Tax. There are no Tax liens on any assets of Kino, except liens for current Taxes not yet due. The accruals and reserves for Taxes reflected in Kino's financial statements, and the accruals and reserves provided on Kino's Exceptions Schedule, are adequate to satisfy all liabilities for Taxes relating to Kino for periods through the Effective Time (without regard to the materiality thereof). Kino is not a party to any contract, agreement, plan or arrangement, including but not limited to the provisions of this Agreement, that would result, separately or in the aggregate, in the payment of any "excess parachute payments" within the meaning of Section 280G of the Code. Kino is not a party to or bound by any tax sharing or tax allocation or other agreement, instrument or arrangement which would prohibit or limit Kino, with respect to any period after the Effective Time, (i) from entering into or performing under any tax sharing or tax allocation agreement, or any other arrangement regarding the allocation, among Modavox and Kino, of federal, state and local income, franchise or other tax liabilities, credits, deductions or other tax-related matters, or (i) from consenting to join in the filing of a consolidated federal income tax return. Kino is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying under Section 368(a) of the Code. 7

(ii) As used in this Agreement, "Tax" or "Taxes" means any and all taxes, fees, levies, duties, tariffs, imposts, and other charges of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any governmental or taxing authority including, without limitation: taxes or other charges on or with respect to income, franchises, windfall or other profits, gross receipts, property, sales use, capital stock, payroll, employment, social security, workers' compensation, unemployment compensation, or net worth; taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value added, or gains taxes; license, registration and documentation fees; and customs' duties, tariffs, and similar charges. Kino has not to its knowledge violated any of the health care continuation coverage requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") prior to the Closing Date. (g) Books and Records. The books and records of Kino to which Modavox and its accountants and attorneys have been given access are the true books and records of Kino, and truly and fairly reflect the underlying facts and transactions in all material respects. (h) Interested Party Relationships. Kino has no material financial interest, direct or indirect, in any material supplier or customer or other party to any contract, which is material to Modavox or Kino, or in competition with, Modavox or Kino. 8

(i) Labor Matters. (i) To Kino's knowledge, Kino is in compliance in all material respects with Title VII of the Civil Rights Act of 1964, as amended, the Fair Labor Standards Act, as amended, and the Occupational Safety and Health Act of 1970, as amended. (ii) There are no written or oral separation, severance or golden parachute agreements or understandings with the service providers of Kino. (iii) Kino (a) is in compliance in all material respects with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to employees, (b) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to employees, (c) is not liable for any arrears of wages or any taxes of any penalty for failure to comply with any of the foregoing, and (d) is not liable for any payment to any trust or other fund or to any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistent with past practice). (j) Employees and Employee Benefit Plans. (i) Except as set forth on Kino's Exception's Exhibit, (i) Kino is not a party to any pension, profit sharing, savings, retirement or other deferred compensation plan, or any bonus (whether payable in cash or stock) or incentive program, or any group health plan (whether insured or self-funded), or any disability or group life insurance plan or other employee welfare benefit plan, or to any collective bargaining agreement or other agreement, written or oral, with any trade or labor union, employees association or similar organization (a "Plan"); (ii) Kino does not have any plan or commitment, whether legally binding or not, to establish a Plan; and (iii) Kino is not a party to, nor has it made any contribution to or otherwise incurred any obligation under, any "multi-employer plan" as defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended. (ii) There are no strikes or labor disputes pending or, to the knowledge of Kino, threatened by, or, any attempts at union organization of, any of the Employees. None of the Employees whose continued services are material to Kino has terminated employment, and to the knowledge of Kino no such Employee or group of Employees intends to terminate their employment. 9

(iii) To the knowledge of Kino, no Employee is or will be in violation of any judgment, decree or order, or any term of any employment contract, or other contract or agreement relating to the relationship of any of such Employee with Kino or any other party because of the nature of the business conducted by Kino. (iv) Kino has not, to its knowledge, violated any of the health care continuation coverage requirements of COBRA prior to the Closing Date. (k) Environmental Matters. (i) As of the date hereof, no material amount of any substance that has been designated by applicable law or regulation to be radioactive, toxic, hazardous or otherwise a danger to health or the environment, excluding office, janitorial and similar substances (a "Hazardous Material"), is present, as a result of the actions of Kino or, to Kino's knowledge, as a result of any actions of any third party or otherwise, in, on or under any property, including the land and the improvements, ground water and surface water, that Kino has at any time owned, operated, occupied or leased. To the knowledge of Kino, no underground storage tanks are present under any property that Kino has at any time owned, operated, occupied or leased. (ii) At no time has Kino transported, stored, used, manufactured, disposed of, released or exposed its employees or others to Hazardous Materials (collectively, "Hazardous Materials Activities") in violation of any law, rule, regulation or treaty promulgated by any governmental entity, except for Hazardous Materials Activities which have not had and are not likely to have a material adverse effect on Kino. (iii) Kino currently holds all environmental approvals, permits, licenses, clearances and consents (the "Environmental Permits") necessary for the conduct of its business as such businesses is currently being conducted, except for such Environmental Permits the absence of which would not be likely to have a material adverse effect on Kino. (iv) No action, proceeding, writ, injunction or claim is pending or, to the knowledge of Kino, threatened concerning any Environmental Permit or any Hazardous Materials Activity of Kino. Kino is not aware of any fact or circumstance which could reasonably be expected to involve Kino in any environmental litigation or impose upon Kino any liability concerning Hazardous Materials Activities which would be reasonably likely to have a material adverse effect on Kino. 10

(l) Litigation. Except as set forth in Kino's Exceptions Schedule, there is no claim, litigation, action, suit or proceeding, administrative or judicial, pending or, to Kino's knowledge, threatened against Kino relating to Kino, at law or in equity, before any federal, state, local or foreign court, regulatory agency, other governmental authority or any arbitration or mediation forum, including any unfair labor practice or grievance proceedings or otherwise. (m) Financial Statements. Kino has delivered, or will deliver, to Modavox its pro forma balance sheets (the "Balance Sheets") as of October 31, 2005 and December 31, 2004 and its pro forma income statements for the ten months ended October 31, 2005 and the fiscal year or period ended December 31, 2004 (together with the Balance Sheets, the "Financial Statements"). The Financial Statements (i) are in accordance with Kino's books and records, and (ii) fairly and accurately present Kino's financial condition at the respective dates therein indicated and the results of operations for the respective periods therein specified. Kino does not have any material debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that is not reflected, reserved against or disclosed in the Financial Statements, except for those that may have been incurred after December 31, 2004 in the ordinary course of its business consistent with past practice, and which are disclosed by Kino on its Exceptions Schedule. Since the Balance Sheet Date, and except as set forth on Kino's Exceptions Schedule, there has not been: (i) Any material adverse change in Kino's financial condition, results of operation, assets, or liabilities or any occurrence, circumstance or combination thereof which reasonably could be expected to result in such a material adverse change; (ii) Any change, other than in the ordinary course of business, made by Kino in its method of operating the business or its accounting practices relating thereto; (iii) Any sale, lease, or disposition of, or any agreement to sell, lease or dispose of any of the assets, other than sales, leases or dispositions in the usual and ordinary course of business and other than pursuant to this Agreement; (iv) Any modification, waiver, change, amendment, release, rescission, accord and satisfaction, or termination of, or with respect to, any term, condition or provision of any material contract relating to or affecting Kino, the business, the assets and/or the liabilities, other than any satisfaction by performance in accordance with the terms thereof in the usual and ordinary course of business; 11

(v) Any adverse relationships or conditions with vendors, suppliers or customers that may have a material adverse effect on Kino; (vi) Any return of any of Kino's products by a purchaser or user thereof (other than for minor nonrecurring warranty problems), and Kino is not aware of any (i) pending warranty claims for such products, (ii) right to return such products (other than units under customary evaluation terms), or (iii) evaluation units expected to be returned after their evaluation period; (vii) Any borrowing or lending of money by Kino, including to or from the members or managers thereof (the "Principals"), but excluding for this purpose sales made on ordinary trade terms; (viii) Any other event or condition of any character that has had a material adverse effect, or could reasonably be expected to have a material adverse effect, on Kino; or (ix) Any agreement by Kino and/or the Principals to do, cause or effect any of the foregoing events, set forth in sections (i) through (viii) above. (n) Undisclosed Liabilities. There are no material debts, claims, liabilities or obligations with respect to Kino or to which the assets are subject, liquidated, unliquidated, accrued, absolute, contingent or otherwise, that are not identified in Kino's Financial Statements or on Kino's Exceptions Schedule. (o) Intellectual Property. (i) Kino owns, is licensed or is otherwise entitled to exercise, without restriction, all rights to all material intellectual property and all other material tangible and intangible information or material in any form (the "Intellectual Property"), as used or currently proposed to be used by Kino, without, to the knowledge of Kino, any conflict with or infringement of the rights of others. A schedule of the Intellectual Property is attached hereto as Schedule 3.1(o). (ii) Kino is the owner or exclusive licensee of, with all right, title and interest in and to, free and clear of any Liens (as hereinafter defined), the Intellectual Property, and has the exclusive right to make, have made, use, sell, copy, create derivative works of, distribute, publicly perform, publicly display, license, assign, transfer, convey or dispose thereof or the products, processes and materials covered thereby. All patents and unregistered and registered trademarks, service marks, and other company, product or service identifiers and all registered and unregistered copyrights held by Kino are valid and enforceable. 12

(iii) To the knowledge of Kino, there has not been, and there is not now, any unauthorized use, infringement or misappropriation of any of the Intellectual Property Rights by any third party service provider of Kino, by its Principals, or by any other third party. (iv) No person has asserted or threatened to assert any claims with respect to any of the Intellectual Property (i) contesting the right of Kino to use, exercise, sell, license, transfer or dispose of any of the Intellectual Property or any products, processes or materials covered thereby, or (ii) challenging the ownership, validity or enforceability of any of the Intellectual Property. None of the Intellectual Property is subject to any outstanding order, judgment, decree, stipulation or agreement related to or restricting in any manner the licensing, assignment, transfer or conveyance thereof by Kino. (v) Kino is in material compliance with the terms and conditions of all licenses, sublicenses and other agreements to which Kino is a party and pursuant to which Kino is authorized to use, exercise, or receive any benefit from any intellectual property non-exclusively licensed to Kino (the "Licensed Intellectual Property"). Kino has no knowledge of any assertion, claim or threatened claim that Kino and/or its Principals have breached any terms or conditions of such licenses, sublicenses or other agreements. (vi) None of the Licensed Intellectual Property is subject to any outstanding order, judgment, decree, stipulation or agreement related to or restricting in any manner the use by or licensing thereof to Kino. (vii) Kino has the right to assign all the Intellectual Property and the Licensed Intellectual Property to Modavox pursuant to the terms of this Agreement. Kino is not, nor will it be, as a result of the signing and delivery of this Agreement or the performance of its obligations hereunder, in violation of, nor will it lose or in any way impair, any material rights pursuant to any license, sublicense or agreement pertaining to the Intellectual Property or Licensed Intellectual Property. If required by the terms of any licenses, sublicenses or other agreements with respect to the Licensed Intellectual Property, Kino has secured or will promptly secure valid written consents from the licensors thereof to the assignment of such Licensed Intellectual Property to Modavox pursuant to the terms of this Agreement. 13

(viii) The manufacture, marketing, license, sale or use of any product or service as now used or offered or proposed for use or sale by Kino does not, to the knowledge of Kino, infringe any copyright, patent, trademark, service mark, trade secret or other intellectual property right of any third party or violate any license or agreement with any third party. Kino knows of no claims and has not been sued or charged in writing as a defendant in any claim, suit, action or proceeding which involves a claim of infringement of any patents, trademarks, service marks, trade secret rights, copyrights or other intellectual property rights and which has not been finally terminated prior to the date hereof; there are no such charges or claims outstanding; and Kino does not have any outstanding restrictions or infringement liability with respect to any patent, trade secret, trademark, service mark, copyright or other intellectual property right of another. (ix) Kino has not entered into any agreement to indemnify any other person against any charge of infringement of any third party intellectual property right, the Intellectual Property or the Licensed Intellectual Property. (x) Kino has taken reasonable steps to protect and preserve the confidentiality of all inventions, algorithms, formulas, schematics, technical drawings, ideas, know-how, all other processes not otherwise protected by patents or patent applications, source code, object code, program listings and trade secrets related to Kino, or owned by Kino (collectively, the "Confidential Information"), including the marking thereof with appropriate "Proprietary" or "Confidential" legends, the establishment of policies for the handling, disclosure and use of the Confidential Information, and the acquisition of valid written nondisclosure agreements from any party receiving the Confidential Information. All the Confidential Information is presently and as of the Closing Date will be located at Kino's address as set forth in this Agreement. All use, disclosure or appropriation of the Confidential Information by a third party has been pursuant to the terms of a written agreement between Kino and such third party. All use, disclosure or appropriation of inventions, algorithms, formulas, schematics, technical drawings, ideas, know-how, all other processes not otherwise protected by patents or patent applications, source code, object code, program listings and trade secrets not owned by Kino (the "Licensed Confidential Information") has been pursuant to the terms of a written agreement between Kino and the owner of the Licensed Confidential Information, or is otherwise lawful. Kino has delivered to Modavox copies of all nondisclosure agreements or other agreements relating to the handling, disclosure and use of the Confidential Information and Licensed Confidential Information, and Kino knows of no breaches or claims relating to such agreements. 14

(p) Contracts and Commitments. (i) Schedule 3.1(p)(i) lists all outstanding contracts (other than contracts with customers) involving an annual expense in excess of five thousand ($5,000) setting forth the parties and the dates thereto that relate to the business, whether or not in writing, to which Kino is a party, and/or to which any of Kino's assets are subject. Kino has performed all of its obligations under the terms of each such contract, and is not in default thereunder. No event or omission has occurred which, but for the giving of notice or lapse of time or both, would constitute a default by any party thereto under any such contract, where such default by any party could have a material adverse effect on Kino. Each such contract is in full force and effect and valid and binding on all parties thereto. Kino has not received any notice of default, cancellation or termination in connection with any such contract, and is not aware that any such action is currently contemplated or threatened. (ii) Schedule 3.1(p)(ii) lists all contracts that require a novation or consent to assignment, as the case may be, prior to the Closing Date so that Modavox may be made a party in place of Kino, or as assignee ("Contracts Requiring Novation or Consent to Assignment"). Such listing is complete, accurate and includes every contract of which the failure to obtain such novation or consent to assignment would have a material adverse effect on Modavox's ability to operate the business in the same manner as the business was operated by Kino prior to the Closing Date. (q) Assets. All of Kino's assets are in good operating condition and repair (normal wear and tear excepted). Except as set forth on Kino's Exceptions Schedule, Kino has good and marketable title to its assets, free and clear of any pledges, liens, encumbrances, security interests, equities, charges and restrictions of any nature whatsoever (collectively, the "Liens"). (r) Employees and Consultants. Schedule 3.1(r) lists all of the employees of Kino and consultants to Kino, who provide services for Kino. Except as listed on Kino's Exceptions Schedule, all severance, bonus and vacation payments by Kino which are or were due under the terms of any agreement have been paid or accrued as a liability on Kino Financial Statements. 15

(s) Customers. Schedule 3.1(s) lists all customers of Kino. Prior to the Closing Date, Kino will furnish Modavox with complete and accurate copies of all current written agreements with such customers. (t) Accounts Receivable. Except as listed on Kino's Exceptions Schedule, the amount of all accounts receivable, unbilled invoices and other debts due or recorded in the records and books of account of Kino as being due to Kino at the Closing Date are expected to be collectible in the ordinary course of business; no contest with respect to the amount or validity of any material amount is pending or, to the best of Kino's knowledge, contemplated or threatened; and no material amount of such accounts receivable or other debts is or will at the Closing Date be subject to any counterclaim, return or set-off. The values at which accounts receivable are carried reflect the accounts receivable valuation policy of Kino, which is consistent with its past practice. (u) Complete Disclosure. To the knowledge of Kino, no representation or warranty by Kino in this Agreement, and no exhibit, schedule, statement, certificate or other writing furnished to Modavox pursuant to this Agreement or in connection with the transactions contemplated hereby, contains any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein and therein in the context in which they were made not misleading. 3.2 REPRESENTATIONS AND WARRANTIES OF MODAVOX AND SUBSIDIARY. Modavox and Subsidiary hereby represent and warrant to Kino that except as set forth on Modavox's exceptions schedule ("Modavox's Exceptions Schedule") attached hereto as Schedule 3.2: (a) Organization and Standing. Modavox is a corporation duly organized, validly existing and in good standing, under the laws of the state of Delaware, and has all requisite power and authority to conduct its business in the place where that business is now being conducted, to own or use the properties and assets that it purports to own or use. Modavox is duly qualified or licensed to do business in each of the jurisdictions in which the nature of its business or location of its assets requires such qualification or licensing, and where the failure to be so qualified would have a material adverse effect on its business. Upon its due formation, Subsidiary will be a corporation duly organized, validly existing and in good standing, under the laws of the state of Delaware, and have all requisite power and authority to conduct its business in the place where that business will be conducted, to own or use the properties and assets that it will purport to own or use. 16

(b) Authority. Modavox has, and prior to the Closing Date Subsidiary will have, full legal right, power, capacity and authority to enter into this Agreement, together with all other agreements, instruments and documents to be signed and delivered by Modavox and Subsidiary in connection herewith (the "Modavox Documents"), and to carry out their obligations hereunder and thereunder. Modavox and Subsidiary have taken, or will prior to the Closing Date have taken, all actions necessary to authorize them to enter into and perform their obligations under this Agreement and the Modavox Documents, and to consummate the transactions contemplated hereby. This Agreement has been duly signed and delivered by Modavox, and this Agreement and the Modavox Documents constitute legal, valid and binding obligations of Modavox enforceable against Modavox in accordance with their terms. (c) Capital Stock. The authorized capital stock of Modavox consists of one hundred million (100,000,000) shares of common stock, par value $.0001 per share (the "Modavox Common Stock"), and twenty-five million (25,000,000) shares of preferred stock, par value $.0001 per share (the "Modavox Preferred Stock"), of which fifteen million six hundred three thousand five hundred seventeen (15,603,517) shares of Modavox Common Stock are issued and outstanding as of the date hereof. All such shares are validly issued, fully paid and nonassessable, and they constitute all of the issued and outstanding shares of the capital stock of Modavox. None of the issued and outstanding shares of Modavox stock was issued in violation of any preemptive rights. Except as set forth on Modavox's Exceptions Schedule, there are (i) no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character obligating Modavox to issue or sell any shares of Modavox Common Stock or Modavox Preferred Stock or other interest in Modavox; (ii) no outstanding contractual obligations requiring Modavox to repurchase, redeem or otherwise acquire any shares of Modavox Common Stock or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other person; or (iii) no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the shares of Modavox Common Stock or Modavox Preferred Stock and to which Modavox is a party. (d) Financial Statements. Modavox has delivered to Kino the balance sheet (the "Modavox Balance Sheet") of Modavox as of August 31, 2005 and the income statements of Modavox for the year ended February 28, 2005 and the fiscal quarter ended August 31, 2005 (together with the Modavox Balance Sheet, the "Modavox Financial Statement"). The Modavox Financial Statement (i) is in accordance with the books and records of Modavox and (ii) fairly and accurately present the financial condition of Modavox at the date therein indicated and the results of operations for the respective period therein specified. Modavox does not have any material debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that is not reflected, reserved against or disclosed in the Modavox Financial Statement, except for those that may have been incurred after August 31, 2005 in the ordinary course of its business consistent with past practice, and which are disclosed by Modavox on Modavox's Exceptions Schedule. Since the Balance Sheet Date, and except as set forth on Modavox's Exceptions Schedule, there has not been: 17

(i) Any material adverse change in the financial condition, results of operation, assets, or liabilities of Modavox or any occurrence, circumstance or combination thereof which reasonably could be expected to result in such a material adverse change; (ii) Any change, other than in the ordinary course of business, made by Modavox in its method of operating the business or its accounting practices relating thereto; (iii) Any sale, lease, or disposition of, or any agreement to sell, lease or dispose of any of the assets, other than sales, leases or dispositions in the usual and ordinary course of business and other than pursuant to this Agreement; (iv) Any modification, waiver, change, amendment, release, rescission, accord and satisfaction, or termination of, or with respect to, any term, condition or provision of any material contract relating to or affecting Modavox, the business, the assets and/or the liabilities, other than any satisfaction by performance in accordance with the terms thereof in the usual and ordinary course of business; (v) Any adverse relationships or conditions with vendors, suppliers or customers that may have a material adverse effect on Modavox; (vi) Any borrowing or lending of money by Modavox, including to or from the Principals, but excluding for this purpose sales made on ordinary trade terms; (vii) Any other event or condition of any character that has had a material adverse effect, or could reasonably be expected to have a material adverse effect, on Modavox; or (viii) Any agreement by Modavox and/or its Principals to do, cause or effect any of the foregoing events, set forth in sections (1) through (7) above. (e) Undisclosed Liabilities. There are no material debts, claims, liabilities or obligations with respect to Modavox or to which the assets are subject, liquidated, unliquidated, accrued, absolute, contingent or otherwise, that are not identified in the Modavox Financial Statements or on Modavox's Exceptions Schedule. 18

(f) Indebtedness. Modavox's Exceptions Schedule contains a complete and accurate list of all direct and indirect (i) indebtedness of Modavox for borrowed money (including commitments, lines of credit and other credit availability); and (ii) guaranties of Modavox, and Modavox is current in its payment of all such obligations. (g) Taxes. Except as disclosed in Modavox's Exceptions Schedule, all material Tax returns, statements, reports and forms (including estimated Tax returns and reports and information returns and reports) required to be filed with any Tax authority with respect to any Tax period ending on or before the Closing Date by or on behalf of Modavox, have been or will be completed and filed when due (including any extensions of such due date), and all amounts shown due thereon have been or will be paid on or before such due date. Except as disclosed in Modavox's Exceptions Schedule, to the knowledge of Modavox, Modavox has withheld and paid to the applicable financial institution or Tax authority all amounts required to be withheld. Except as disclosed in Modavox's Exceptions Schedule, to the best knowledge of Modavox, there is no material claim, audit, action, suit, proceeding or investigation now pending or threatened against or with respect to Modavox in respect of any Tax or assessment nor is there any basis therefor. Except as disclosed in Modavox's Exceptions Schedule, no notice of deficiency or similar document of any Tax authority has been received by Modavox for any material amount. Modavox is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying under Section 368(a) of the Code. (h) Compliance with Laws. Modavox is in compliance with applicable federal, state and local laws, statutes, licensing requirements, rules and regulations, and judicial or administrative decisions applicable to its business, except where failure to be in compliance therewith would not have a material adverse effect upon Modavox. To the knowledge of Modavox, Modavox has been granted all permits from federal, state, and local government regulatory bodies necessary to carry on its business, all of which are currently valid and in full force and effect. There is no order issued, investigation or proceeding pending or, to the knowledge of Modavox, threatened, or notice served with respect to any violation of any law, ordinance, order, writ, decree, rule or regulation issued by any federal, state, local or foreign court or governmental or regulatory agency or instrumentality applicable to Modavox. 19

(i) Intellectual Property. (i) Modavox owns, or is licensed or otherwise possesses legally enforceable rights to use, all material intellectual property that is used in the business of Modavox. (ii) There is no material unauthorized use, disclosure, infringement or misappropriation of any intellectual property rights of Modavox, any trade secret material to Modavox, or any intellectual property right of any third party to the extent licensed by or through Modavox, and Modavox has not entered into any agreement to indemnify any other person against any charge of infringement of any intellectual property, other than indemnification provisions contained in sales invoices arising in the ordinary course of business. (iii) Modavox has not, nor will it be as a result of the signing and delivery of this Agreement or the performance of its obligations hereunder, in breach of any license, sublicense or other agreement relating to its intellectual property. (j) Litigation. There is no claim, litigation, action, suit or proceeding, administrative or judicial, pending or, to Modavox's knowledge, threatened against Modavox relating to this Agreement or the transactions contemplated hereunder, at law or in equity, before any federal, state, local or foreign court, regulatory agency, or other governmental authority, which could result in the institution of legal proceedings to prohibit or restrain the consummation or performance of this Agreement or the transactions contemplated hereby, or claim damages as a result of this Agreement or the transactions contemplated hereby. (k) No Conflict or Default. Neither the signing and delivery of this Agreement, nor compliance with the terms and provisions hereof, including the consummation of the transactions contemplated hereby, will conflict with or result in the breach of any term, condition or provision of Modavox's certificate of incorporation or bylaws, or of any agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument to which Modavox is a party, or by which it is or may be bound or constitute a default (or an event which, with the lapse of time or the giving of or notice, or both, would constitute a default) thereunder, or to Modavox's knowledge, violate any statute, regulation or ordinance of any governmental authority. (l) Labor Relations. To the knowledge of Modavox, Modavox is in compliance in all material respects with Title VII of the Civil Rights Act of 1964, as amended, the Fair Labor Standards Act, as amended, the Occupational Safety and Health Act of 1970, as amended, all applicable federal state and local laws, rules and regulations relating to employment, and all applicable laws, rules and regulations governing payment of minimum wages and overtime rates and the withholding and payment of taxes from compensation of employees. 20

(m) Brokers' and Finders' Fees. Modavox is not obligated to pay any fees or expenses of any broker or finder in connection with the origin, negotiation or signing of this Agreement or in connection with any transactions contemplated hereby. (n) Complete Disclosure. To the knowledge of Modavox, no representation or warranty by Modavox in this Agreement, and no exhibit, schedule, statement, certificate or other writing furnished to Kino or the Principals pursuant to this Agreement or in connection with the transactions contemplated hereby, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein and therein in the context in which they were made not misleading. 3.3 CERTIFICATE LEGENDS. Each certificate evidencing the Merger Shares to be issued pursuant to this Agreement will bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SHARES OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT THAT IS THEN APPLICABLE TO THE SHARES, AS TO WHICH A PRIOR OPINION OF COUNSEL MAY BE REQUIRED BY THE ISSUER OR THE TRANSFER AGENT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE FURTHER SUBJECT TO A STOCK TRANSFER RESTRICTION AGREEMENT BETWEEN KINO AND THE REGISTERED HOLDER, WHICH IMPOSES SIGNIFICANT RESTRICTIONS ON THE TRANSFER OF THE SHARES. A COPY OF THAT AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. 21

ARTICLE 4 COVENANTS PRIOR TO CLOSING 4.1 AFFIRMATIVE COVENANTS OF KINO. Kino covenants and agrees that, from the date of this Agreement and until the Closing or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 hereof, unless Modavox otherwise agrees in writing and except as expressly contemplated by this Agreement, will, using reasonable, best efforts: (a) conduct its business and operations only in the ordinary course of business; (b) keep in full force and effect its limited liability company existence and all rights, franchises and proprietary rights relating or pertaining to Kino and use its reasonable best efforts to cause its current insurance (or reinsurance) policies not to be canceled or terminated or any of the coverage thereunder to lapse; (c) carry on the business in the same manner as presently conducted and to keep Kino's business organization and properties intact, including its present business operations, physical facilities, working conditions and employees and its present relationships with lessors, licensors, suppliers and customers and others having business relations with it; (d) maintain the material assets in good repair, order and condition (normal wear and tear excepted) consistent with current needs, replace in accordance with prudent practices its inoperable, worn out or obsolete assets with assets of good quality consistent with prudent practices and current needs and, if a casualty, loss or damage occurs to any of such assets or properties prior to the Closing Date (whether or not such casualty, loss or damage is covered by insurance), either repair or replace such damaged property or use the proceeds of such insurance in such other manner as mutually agreed upon by Kino and Modavox; (e) facilitate the continued employment of employees by Modavox after the Closing; (f) maintain the books, accounts and records in accordance with past custom and practice as used in the preparation of Kino's financial statements; (g) immediately (once Kino obtains knowledge thereof) inform Modavox in writing of any material exceptions from the representations and warranties contained in Article 3 hereof that were not previously disclosed or any breach of any covenant hereunder by Kino; 22

(h) cooperate with Modavox and cause the conditions to Modavox's obligations to close to be satisfied (including, without limitation, the execution and delivery of all agreements contemplated hereunder to be so executed and delivered and the making and obtaining of all third party and governmental notices, filings, authorizations, approvals, consents, releases and terminations); (i) obtain all third party and governmental approvals and consents necessary or desirable to consummate the transactions contemplated hereby; (j) maintain the existence of and use commercially reasonable efforts to protect all proprietary rights used in the business; (k) maintain the existence of and protect all of the governmental permits, licenses, approvals and other authorizations of the business; (l) comply with all applicable laws, ordinances and regulations in the operation of the business; and (m) cooperate with Modavox in its investigation of Kino and permit Modavox and its employees, agents, accounting, legal and other authorized representatives to (i) have full access to the premises, books and records of Kino at reasonable hours, (ii) visit and inspect any of the properties of Kino and (iii) discuss the affairs, finances and accounts of Kino with the directors, officers, partners, key employees, key sales representatives, and independent accountants of Kino. 4.2 NEGATIVE COVENANTS OF KINO. Kino covenants and agrees that, from the date of this Agreement and until the Closing or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 hereof, unless Modavox otherwise agrees in writing and except as expressly contemplated by this Agreement, will not: (a) take any action that would require disclosure under the Agreement; (b) make any loans, enter into any transaction with any insider or make or grant any increase in any employee's or officer's compensation or make or grant any increase in any employee benefit plan, incentive arrangement or other benefit covering any of the employees; (c) establish or, except in the ordinary course of business and disclosed in Kino's Exceptions Schedule, contribute to any pension, retirement, profit sharing or stock bonus plan or multiemployer plan covering the employees; (d) except as specifically contemplated by this Agreement, enter into any contract, agreement or transaction, other than in the ordinary course of business and at arm's length, with unaffiliated persons; 23

(e) engage in any activity other than in the ordinary course of business which would accelerate or delay the collection of its accounts or notes receivable, accelerate or delay the payment of its accounts payable, delay its capital expenditures, or reduce or otherwise restrict the amount of inventory on hand; (f) sell, transfer, contribute, distribute, or otherwise dispose of any securities or assets, or agree to do any of the foregoing, to or with any person, other than in the ordinary course of business; or (g) make, change or revoke any Tax election, adopt or change any method of accounting, or enter into any agreement regarding Taxes with any Taxing authority. 4.3 ADDITIONAL COVENANTS OF KINO. (a) Kino represents and warrants to Modavox that the Board of Directors of Kino has made such assessments of Kino's value and has taken such other actions as to satisfy the fiduciary duties of the Board of Directors that must be satisfied to enable Kino to enter into this Agreement and to render this Agreement binding upon Kino in accordance with its terms. (b) Kino hereby agrees that, prior to the Closing or termination of this Agreement, it will not, and will not cause or permit any of its directors, officers, employees, agents or representatives (each a "Seller Representative"), directly or indirectly, to: (i) solicit, initiate or encourage (including by way of furnishing or disclosing non-public information) the making of, or any inquiries regarding, any Transaction Proposal (as hereinafter defined), (ii) engage in negotiations, explore or otherwise engage in substantive discussions with or furnish any information to any Person (other than Modavox or its Representatives (as hereinafter defined)), or enter into any agreement with respect to any Transaction Proposal, or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, or (iii) take or approve any actions to facilitate any such activities. (c) Nothing in this Section 4.3 will: (i) permit Kino to terminate this Agreement other than pursuant to Section 8.1 hereof or (ii) affect any other obligation of Kino under this Agreement. 24

(d) Kino hereby covenants that it will use its best efforts to cause Kino's net working capital as of the Closing Date to be equal to or exceed its net working capital as of the close of business as of the Signature Date. 4.4 COVENANTS OF MODAVOX. Prior to the Closing, Modavox will: (a) promptly (once it obtains knowledge thereof) inform Kino in writing of any exceptions from the representations and warranties contained in Article 3 not previously disclosed or any breach of any covenant hereunder by Modavox; and (b) cooperate with Kino and use commercially reasonable efforts to cause the conditions to Kino' obligations to close to be satisfied (including, without limitation, the execution and delivery of all agreements contemplated hereunder to be so executed and delivered and the making and obtaining of all third party and governmental filings, authorizations, approvals, consents, releases and terminations). 4.5 MUTUAL COVENANTS OF THE PARTIES. The Parties hereto agree that: (a) Subject to the terms and conditions of this Agreement, each Party will use commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. In connection with, and without limiting the foregoing, each Party will (i) use commercially reasonable efforts to take all action necessary to render true and correct as of the Closing Date its representations and warranties contained in this Agreement, (ii) refrain from taking any action that would render any such representation or warranty untrue or incorrect as of such time, (iii) perform or cause to be satisfied each agreement, covenant or condition to be performed or satisfied by it and (iv) use commercially reasonable efforts to satisfy the other Party's conditions to closing as set forth in Section 6.2 with respect to Modavox and in Section 6.1 with respect to Kino. Kino and Modavox will each furnish to one another and to one another's counsel all such information as may be required to accomplish the foregoing actions. (b) After signing this Agreement, Kino will give Modavox and any Representatives full access, during normal business hours, to all of the properties, books, contracts, commitments and records relating to such Company, provided that such access will not unreasonably interfere with the normal operations of Kino. Further, Kino will furnish to Modavox and its officers, directors, employees, agents and/or representatives (collectively, the "Representatives") all such information concerning such Company as Modavox may reasonably request; provided, however, that any furnishing of such information pursuant hereto or any investigation by Modavox will not affect Modavox's right to rely on the representations, warranties, agreements and covenants made by Kino in this Agreement. 25

(c) Each Party will cooperate with one another (i) in connection with the preparation of any disclosure document filed after the date hereof pursuant to the Securities Act or any state securities law (each a "Disclosure Document"), (ii) in determining whether any other action by or in respect of, or filing with, any governmental entity or any department, agency or political subdivision thereof, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts in connection with the consummation of the transactions contemplated by this Agreement and (iii) in timely seeking to obtain any such actions, consents, approvals or waivers and timely making any such filings, and furnishing information required in connection therewith and/or with any Disclosure Document. (d) Kino, on the one hand, and Modavox, on the other hand, will promptly notify the other of: (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any governmental entity or any department, agency or political subdivision thereof in connection with the transactions contemplated by this Agreement; (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting Kino, on the one hand, or Modavox, on the other hand, which relate to the consummation of the transactions contemplated by this Agreement; and (iv) any action, event or occurrence that would constitute a breach of any representation, warranty, covenant or agreement of such Person set forth in this Agreement. (e) This Agreement is intended to constitute a "plan of reorganization" within the meaning of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto will use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under the provisions of Section 368(a) of the Code. Following the Effective Time, neither Modavox nor any of its affiliates will knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under Section 368(a) of the Code. 26

ARTICLE 5 POST CLOSING COVENANTS 5.1 CONFIDENTIALITY. Kino will not disseminate any press release or announcement concerning the transactions contemplated by this Agreement, or identifying the parties, without the prior written consent of Modavox. Kino will maintain the confidentiality of this Agreement, and all discussions and negotiations regarding the Merger. 5.2 EMPLOYEE MATTERS. The parties agree that Modavox will be obligated to continue the employment of any employees of Kino, except as expressly provided otherwise in this Agreement. Employees of Kino that Modavox retains following the Closing will receive compensation or credit by Modavox for benefits earned while employed by Kino. 5.3 BONUS. The Chairman of Modavox will receive a bonus of seventy-five thousand dollars ($75,000) for effectuating the Merger. ARTICLE 6 CONDITIONS TO MERGER 6.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. The respective obligation of each Party to effect the Merger will be subject to the satisfaction on or prior to the Closing Date of the following conditions: (a) Accuracy of Representations and Warranties. The representations and warranties of each of the other Parties contained herein were true and correct in all material respects when made and, except for changes contemplated by this Agreement and to the extent such representations and warranties speak as of an earlier date, are true and correct in all material respects as of the Closing Date as though made on that date. (b) Performance of Agreements. Each of the other Parties will have performed in all material respects all obligations and agreements and complied in all material respects with all covenants contained in this Agreement to be performed and complied with by them at or prior to the Closing. 27

(c) Compliance Certificate. The chief executive officer of each of the other Parties will have delivered to the receiving Party a certificate, dated the Closing Date, Substantially in form of Exhibit 6.1(c) certifying that (i) the representations and warranties of such Party contained herein were true and correct in all material respects when made and, except for changes contemplated by this Agreement and to the extent such representations and warranties speak as of an earlier date, are true and correct in all material respects as of the Closing Date as though made on that date, and (ii) the covenants and agreements to be performed and complied with by such Party at or prior to the Closing have been fulfilled. (d) Absence of Objection. There is no pending or threatened investigation, action, suit or proceeding challenging the transaction by any body or agency of the federal, state or local government or by any third party, and the consummation of the transaction has not been enjoined by a court of competent jurisdiction as of the Closing Date and any applicable waiting period under any applicable federal law has expired. (e) Approval of Documentation. The form and substance of all certificates, instruments and other documents delivered or to be delivered under this Agreement is reasonably satisfactory. (f) Consents. All requisite consents and approvals of all lenders, lessors and other third parties whose consent or approval is required to consummate the transactions contemplated by this Agreement have been received. (g) Operation of Businesses. Since the Balance Sheet Date, each of the other Parties has been operated in the ordinary course consistent with past practices. (h) Changes. Since the Balance Sheet Date, there has not been any material adverse change in the financial condition, results of operations, prospects, properties or business of the each of the other Parties. (i) Approvals. This Agreement and the Merger is approved and adopted by the affirmative vote of the holders of the requisite number of outstanding membership interests of Kino, and Modavox's Board of Directors. (j) Merger Shares. Modavox will have delivered the Merger Shares to Kino. (k) Employment Agreements. Employment Agreements with David J. Ide, Pascal Marco, Richard Keppler, Jim Crawford and Sean Bradley in the form attached hereto as Exhibits 6.1(k-1), 6.1(k-2), 6.1(k-3), 6.1(k-4) and, 6.1(k-5), respectively, have been approved by Modavox's Board of Directors, executed and received. 28

(l) Consulting Agreement. A Consulting Agreement with Nathan T. Bradley in the form attached hereto as Exhibit 6.1(l) has been approved by Modavox's Board of Directors, executed and received. (m) Board of Directors. Kino will have the right to appoint two additional members to Modavox's Board of Directors in addition to Robert D. Arkin, Nathan T. Bradley, Hubert Glover and Jay Stulberg. (n) Escrow Agreement. The Escrow Agreement with the Escrow Agent and the Stockholder Representative in substantially the form attached hereto as Exhibit 2.3 has been approved by Modavox's Board of Directors, executed and received. (o) Amended and Restated Bylaws. Amended and Restated Bylaws in the form attached hereto as Exhibit 6.1 (o), including among other provisions that the Surviving Corporation's Vice Chairman may convene meetings of the Board of Directors, has been approved by Modavox's Board of Directors and duly adopted. (p) Certificates of Designation. Certificates of Designation in the form attached hereto as Exhibit 2.1(p-1) and Exhibit 2.1(p-2) have been approved by Modavox's Board of Directors and duly adopted. ARTICLE 7 INDEMNIFICATION 7.1 TWO YEAR SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. The representations and warranties in this Agreement, and all statements contained in this Agreement, any certificate, financial statement or report or other document delivered pursuant to this Agreement or in connection with the transactions contemplated hereby (collectively, the "Acquisition Documents"), will survive the signing and delivery of this Agreement and the Closing hereunder for a period of two years following the Closing Date, notwithstanding any investigation made at any time by or on behalf of any party, provided that the representations and warranties contained in Section 3.1(g) will survive the applicable statute of limitations with respect to the Tax liabilities in question (giving effect to any waiver, mitigation or extension thereof). If written notice of a specific claim made in good faith has been given pursuant to Section 7.4(b) on or prior to such date, then the relevant representations and warranties will survive as to such claim, until the claim has been finally resolved. 7.2 INDEMNIFICATION BY MODAVOX. Except as otherwise limited by this Article, Kino and its officers, directors, agents and successors and permitted assigns will be indemnified and held harmless by Modavox for any and all liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments, and penalties (including reasonable attorneys' and consultants' fees and expenses) actually suffered or incurred by them ("Kino's Losses") arising out of or resulting from: 29

(a) the inaccuracy or breach of any representation or warranty by Modavox contained herein or in any document delivered by Modavox pursuant to this Agreement; (b) the breach of any covenant or agreement by Modavox, contained herein or in any document delivered by Modavox pursuant to this Agreement; (c) the execution of the Promissory Notes in favor of Modavox by the individuals identified on Schedule 7.2(c); (d) the agreement to issue Common Stock registered on Form S-8 to the law firm of Lerch & DePrima for services rendered; (e) the departures of Andrew Burgess and Joseph Fox as employees of Modavox; or (f) payroll tax liabilities arising prior to October 18, 2005. 7.3 INDEMNIFICATION BY KINO. Except as otherwise limited by this Article, Modavox and its officers, directors, agents and successors and permitted assigns will be indemnified and held harmless by Kino for any and all liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments, and penalties (including reasonable attorneys' and consultants' fees and expenses) actually suffered or incurred by them ("Modavox's Losses") arising out of or resulting from: (a) the inaccuracy or breach of any representation or warranty by Kino contained herein or in any document delivered by Kino pursuant to this Agreement; or (b) the breach of any covenant or agreement by Kino, contained herein or in any document delivered by Kino pursuant to this Agreement; 7.4 GENERAL INDEMNIFICATION PROVISIONS. (a) Definitions. For the purposes of this Agreement, the term "Indemnitee" will refer to the person(s) or entity(ies) indemnified, or entitled, or claiming to be entitled, to be indemnified, pursuant to the provisions of Sections 7.2, the term "Indemnitor" will refer to the person(s) or entity(ies) having the obligation to indemnify pursuant to such provisions, and "Losses" will refer to Kino's Losses or Modavox's Losses, as the case may be. (b) Notice. The Indemnitee will promptly give the Indemnitor notice of any matter which the Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement, stating the amount of the Losses, if known, the method of computation thereof and the basis for the claim, all with reasonable particularity. Failure to give timely notice of a matter which may give rise to an indemnification claim will not affect the rights of the Indemnitee to collect such claim from the Indemnitor so long as such failure to so notify does not materially adversely affect the Indemnitor's ability to defend such claim against a third party. 30

(c) Third Party Claims. The obligations and liabilities of the Indemnitor with respect to Losses arising from claims of any third party that are subject to the indemnification provided for in this Article 7 ("Third-Party Claims") will be governed by the following additional terms and conditions: (i) if the Indemnitee will receive notice of any Third-Party Claim, the Indemnitee will give the Indemnitor prompt notice of such Third-Party Claim and will permit the Indemnitor, at its option, to assume and control the defense and/or management of such Third-Party Claim at the Indemnitor's expense and through counsel of its choice if the Indemnitor gives prompt notice of its intention to do so to the Indemnitee and does so within a reasonable time thereafter; (ii) if the Indemnitor exercises its right to undertake the defense and/or management of any such Third-Party Claim, the Indemnitee will cooperate with the Indemnitor in such defense and/or management and make available to the Indemnitor all witnesses, pertinent records, materials and information in the Indemnitee's possession or under its control relating thereto as is reasonably required by the Indemnitor; (iii) if the Indemnitor does not exercise its right to undertake the defense and/or management of any Third-Party Claim as provided above, the Indemnitee may, directly or indirectly, conduct the defense and/or management of any such Third-Party Claim in any manner it reasonably may deem appropriate and at the expense of the Indemnitor, and the Indemnitor will cooperate with the Indemnitee in such defense and/or management and make available to the Indemnitee all witnesses, pertinent records, materials and information in the Indemnitor's possession or under its control relating thereto as is reasonably required by the Indemnitee; (iv) the Indemnitor will not consent to the entry of any judgment or enter into any settlement with respect to a Third-Party Claim (x) without the prior written consent of the Indemnitee (not to be unreasonably withheld), unless the judgment or proposed settlement involves only the payment of money damages, does not impose an injunction or other equitable relief upon the Indemnitee and could not otherwise reasonably be expected to have a material adverse effect on the Indemnitee and (y) unless the consent or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnitee on an unconditional release from all liability in respect of the Third-Party Claim; 31

(v) the Indemnitee will not consent to the entry of any judgment or enter into any settlement with respect to a Third-Party Claim without the prior written consent of the Indemnitor (not to be unreasonably withheld), unless the Indemnitor fails to assume the defense and/or management of the Third-Party Claim in accordance with this Section 7.5(c); and (vi) if there is a reasonable probability that a Third-Party Claim may materially and adversely affect the Indemnitee other than as a result of money damages or other monetary payments, the Indemnitee will have the right, at its own cost and expense, to participate in the defense of the Third-Party Claim. (d) Effect of Materiality Qualifiers. Although a representation, warranty or covenant of any of the parties to this Agreement may not be deemed breached, inaccurate or in default unless or until a certain standard as to "material", "materiality", or "material adverse effect" has been met, for purposes of calculating Losses in connection with this Article 7, once such materiality or material adverse effect standard has been met, the Indemnitee will be entitled to indemnification for all Losses arising out of or resulting from such breach, inaccuracy or default of any such representation, warranty, or covenant without giving effect to any such standard. ARTICLE 8 TERMINATION 8.1 TERMINATION. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: (i) on or prior to the Closing Date by mutual consent of Modavox and Kino; or (ii) by either Modavox or any of Kino if the Closing will not have taken place within sixty (60) days of the Signature Date, unless the party desiring to terminate as above provided is in default hereunder. 8.2 EFFECT OF TERMINATION. If this Agreement is validly terminated pursuant to this Article 8, there will be no further liability or obligation on the part of the parties hereto (or any of their respective officers, directors, employees, agents or other representatives); provided, however, that if this Agreement is terminated due to a material breach by one of the parties, the breaching party(ies) will remain liable to the non-breaching parties for such breach existing at the time of such termination and the non-breaching parties may seek any remedies, including damages and fees of attorneys, against the breaching party(ies) with respect to such breach as are provided in this Agreement or as are otherwise available at law or in equity. 32

ARTICLE 9 MISCELLANEOUS 9.1 NOTICE. All notices and other communications required or permitted under this Agreement will be delivered to the parties at the address set forth below their respective signature blocks, or at such other address that they hereafter designate by notice to all other parties in accordance with this Section 9.1. All notices and communications will be deemed to be received in accordance with the following: (i) in the case of personal delivery, on the date of such delivery; (ii) in the case of facsimile transmission, on the date on which the sender receives confirmation by facsimile transmission that such notice was received by the addressee, provided that a copy of such transmission is additionally sent by mail as set forth in (iv) below; (iii) in the case of overnight air courier, on the second business day following the day sent, with receipt confirmed by the courier; and (iv) in the case of mailing by first class certified mail, postage prepaid, return receipt requested, on the fifth business day following such mailing. 9.2 ASSIGNMENT. This Agreement and the various rights and obligations arising hereunder will inure to the benefit of and be binding upon Kino, their successors and permitted assigns, and Modavox and its successors and permitted assigns. Neither this Agreement nor any of the rights, interests, or obligations hereunder will be transferred or assigned by Kino, including but not limited to assignment by operation of law or by change of control of Kino, without the prior written consent of the other parties. 9.3 EXPENSES. Modavox and Kino will each bear and pay all costs and expenses respectively incurred by each of them on their behalf in connection with this Agreement, including fees and expenses of their own financial consultants, accountants and legal counsel. Modavox will pay all applicable sales, use, excise, transfer, documentary and any other similar taxes arising out of this Agreement, or in relation to the transactions referenced herein. 9.4 WAIVER; CONSENT. This Agreement may not be changed, amended, terminated, augmented, rescinded, or discharged (other than by performance), in whole or in part, except by a writing signed by the parties hereto, and no waiver of any of the provisions or conditions of this Agreement or any of the rights of a party will be effective or binding unless such waiver will be in writing and signed by the party claimed to have given or consented thereto. Except to the extent that a party may have otherwise agreed in writing, no waiver by that party of any condition of this Agreement or breach by the other party of any of its obligations or representations hereunder or thereunder will be deemed to be a waiver of any other condition or subsequent or prior breach of the same or any other obligation or representation by the other party. 33

9.5 COUNTERPARTS. This Agreement may be signed simultaneously in multiple counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument. 9.6 SEVERABILITY. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision will be excluded from this Agreement to the extent of its unenforceability, and the balance of the Agreement will be interpreted as if such unenforceable provision (to the extent of its unenforceability) was so excluded, but will otherwise be enforceable in accordance with its terms. 9.7 ABSENCE OF THIRD PARTY BENEFICIARY RIGHTS. No provisions of this Agreement are intended, nor will be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any client, customer, affiliate, stockholder, partner or employee of any party or any other person or entity unless specifically provided otherwise herein, and, except as so provided, all provisions hereof will be personal solely between the parties to this Agreement. 9.8 COOPERATION AND RECORDS RETENTION. Kino and Modavox will (i) each provide the other with such assistance as may reasonably be requested by them in connection with the preparation of any Tax Returns, or in connection with any audit or other examination by any taxing authority or any judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other, with any records or other information which may be relevant to any such Tax Return, audit or examination, proceeding or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return of the other for any period. Without limiting the generality of the foregoing, the Principals and Modavox will retain, until the applicable statute of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules and other records or information which may be relevant to such Tax Returns for all tax periods or portions thereof ending before or including the Closing Date and will not destroy or otherwise dispose of any such records without first providing the other party with a reasonable opportunity to review and copy the same. Modavox will keep the original copies of the records at its facilities in Delaware and elsewhere, if applicable, and, at the Principals' expense, will provide copies of the Records to the Principals upon the Principals' request. Any information obtained under this Section 9.8 will be kept confidential except as may be otherwise necessary in connection with the filing of Tax returns or claims for refund or in conducting an audit or other proceeding. 9.9 COMPULSORY ARBITRATION AND LEGAL FEES. Any controversy, claim and/or dispute arising out of or relating to this Agreement or the breach hereof or subject matter hereof (including any action in tort) will be finally and settled by arbitration in Phoenix, Arizona, in accordance with then-existing Commercial Arbitration Rules of the American Arbitration Association (the "AAA"), and judgment upon the award rendered by the arbitrators may be entered in any court having applicable jurisdiction. Written notice of demand for arbitration will be given to the other parties and to the AAA within six (6) months after the controversy, claim or dispute has arisen or be barred, and in no event after the date when the institution of court proceedings based on such dispute would be barred by the applicable of statute of limitations. Controversies, claims and/or disputes will be resolved by one arbitrator selected by the mutual 34

agreement of the parties or, failing that agreement within forty-five (45) days after written notice demanding arbitration, by the AAA. There will be limited discovery prior to the arbitration hearing as follows: (i) exchange of witness lists and copies of documentary evidence and documents related to or arising out of the issues to be arbitrated, and (ii) depositions of all party witnesses. Depositions will be conducted in accordance with the rules or code of Civil Procedure of the jurisdiction in which the arbitration is conducted, and a court reporter will record all hearings, with such record constituting the official transcript of such proceedings. All decisions of the arbitrator will be in writing, and the arbitrator will provide reasons for the decision. Each Party will bear its own respective attorneys' fees, costs and disbursements in connection with any dispute or arbitration. 9.10 SPECIFIC PERFORMANCE. Notwithstanding Section 9.9, the parties agree that irreparable damage would occur if any provision of this Agreement is not performed in accordance with the terms hereof, and that Kino and Modavox will be permitted to access the court system to obtain injunctive relief and/or specific performance of the terms hereof. FURTHER ACTION. Each of the parties will use all reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things reasonably necessary, proper or advisable under applicable laws, and sign and deliver such documents and other papers, as may be reasonably required to carry out the provisions of this Agreement, and consummate and make effective the transactions contemplated by this Agreement. INTERPRETATION. As used in this Agreement, the term "person" will mean and include any individual, partnership, joint venture, corporation, trust, unincorporated organization, and government or other department or agency thereof. Except to the extent the context otherwise requires: (i) any reference to an Article, Section, Schedule or Exhibit is a reference to an article, section, schedule or exhibit of this Agreement; (ii) any reference to a section or a clause is, unless otherwise stated, a reference to a section or a clause of the Section or subsection in which the reference appears; (iii) the words "hereof", "herein", "hereto" and

9.11

9.12

the like mean and refer to this Agreement as a whole, and not merely to the specific Article, Section, subsection, paragraph or clause in which the respective word appears; (iv) the meaning of defined terms will be equally applicable to both the singular and plural forms of the terms defined; (v) the words "including", "includes" and "include" will be deemed to always be followed by the words "without limitation"; (vi) references to agreements and other contractual instruments will be deemed to include all subsequent amendments and other modifications thereto; (vii) references to statutes or regulations are to be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation referred to; (viii) any table of contents, captions and headings are for convenience of reference only, and will not affect the construction of this Agreement; (ix) in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including"; the words "to" and "until" each mean "to but excluding"; and the word "through" means "to and including"; and (x) references to days will mean calendar days. No provision of this Agreement will be construed against or interpreted to the disadvantage of any of the parties by any court or other authority by reason of that party having drafted or proposed such provision. 35

9.13

APPLICABLE LAW. This Agreement will, in all respects, be governed by the laws of the state of Delaware applicable to all agreements signed and to be wholly performed within the state of Delaware. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision will be excluded from this Agreement to the extent of its unenforceability, and the balance of the Agreement will be interpreted as if such unenforceable provision (to the extent of its unenforceability) was so excluded, but will otherwise be enforceable in accordance with its terms. SURVIVAL. The representations, warranties and covenants of the parties hereto will survive the Closing or the termination of this Agreement if the Closing does not occur, subject to the express limitations on survivability contained in this Agreement. ENTIRE AGREEMENT. This Agreement will be deemed to include the exhibits and schedules referred to herein. This Agreement, together with the documents referred to herein, and the documents to be signed and delivered hereunder contemporaneously with the Closing Date embody the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersede and extinguish all prior agreements, drafts, representations and understandings, oral or written, relative to such subject matter. Each of the parties hereby acknowledges that no representations, inducements, promises or agreements, verbally or otherwise, have been made by any of the parties, or anyone acting on behalf of any of the parties, which are not embodied in this Agreement, and that no other agreement, statement or promise not contained in this Agreement will be valid or binding. Each of the parties represents and warrants that it has fully familiarized itself with this Agreement, and that such party has been fully authorized to sign this Agreement, and all related documents. The parties agree that this Agreement will only be binding when signed by the parties in the blanks immediately below. If the pages of this Agreement are initialed, such initialing will be solely for the purpose of identification. If initialing is on some, but not all, of the pages of this Agreement, that absence of initialing will not affect the validity of this Agreement, to the extent it is signed in the blanks immediately below.

9.14

9.15

36

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed and delivered as of the latest date this Agreement is executed by the signatories, as set forth below. Modavox, Inc. Kino Interactive, L.L.C.
By: /s/ David Ide ----------------------------David Ide Chief Executive Officer By: /s/ Nathan Bradley ----------------------------Nathan Bradley Managing Member

Date: December 5, 2005

Date: December 5, 2005

2617 South 46th Street, Suite 300 Phoenix, AZ 85034

5151 E. Broadway Tucson, AZ 85711

37

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK OF MODAVOX, INC. MODAVOX, INC., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY THAT: Pursuant to authority conferred upon the Board of Directors (the "Board") by the Amended and Restated Certificate of Incorporation of the Corporation, as amended (the "Certificate of Incorporation") and pursuant to the provisions of the Delaware General Corporation Law, the Board, pursuant to a unanimous written consent effective as of February 27, 2006, adopted the following resolution providing for the designations, preferences and relative, participating, optional and other rights, and the qualifications, limitations and restrictions, of the Series A Convertible Preferred Stock: WHEREAS, the Certificate of Incorporation provides for two classes of shares known as common stock, $0.0001 par value per share (the "Common Stock"), and preferred stock, $0.0001 par value per share (the "Preferred Stock"); and WHEREAS, the Board is authorized by the Certificate of Incorporation to provide for the issuance of the shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in such series and to fix the designations, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof. NOW, THEREFORE, BE IT RESOLVED, that the Board deems it advisable to, and hereby does, designate a Series A Convertible Preferred Stock and fixes and determines the preferences, rights, qualifications, limitations and restrictions relating to the Series A Convertible Preferred Stock as follows: 1. DEFINITIONS. For purposes of this Certificate of Designation, the following terms shall have the following meanings: (a) "CLOSING PRICE(S)" means, for any security as of any date, the greater of (i) the closing ask price and closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg Financial Markets or a comparable reporting service of national reputation selected by the Corporation and reasonably acceptable to holders of a majority of the then outstanding shares of Series A Stock if Bloomberg Financial Markets is not then reporting Closing Prices of such security (collectively, "Bloomberg"), or (ii) the last reported closing sale price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg or a comparable reporting service of national reputation selected by the Corporation and reasonably acceptable to holders of a majority of the then outstanding shares of Series A Stock if Bloomberg Financial Markets is not then reporting closing sale prices of such security.

(b) "CONVERSION DATE" means, for any conversion of the Series A Stock into Common Stock, the date specified in the notice of conversion in the form attached hereto (the "Notice of Conversion"), so long as the copy of the Notice of Conversion is faxed (or delivered by other means resulting in notice) to the Corporation before 11:59 p.m., Arizona time, on the Conversion Date indicated in the Notice of Conversion. If the Notice of Conversion is not so faxed or otherwise delivered before such time, then the Conversion Date shall be the date the holder faxes or otherwise delivers the Notice of Conversion to the Corporation. (c) "CONVERSION PRICE" means Fixed Conversion Price or the Variable Conversion Price, as the case may be, in effect as of such date and subject to adjustment as provided herein. (d) "FIXED CONVERSION PRICE" means US twenty-five cents ($0.25) per share, and shall be the sole conversion price in effect until one (1) year after the issuance date. (e) "FIRST CONVERSION DATE" means the earliest of (i) the 360th day following the Issuance Date or (ii) the date that the Corporation receives net cash proceeds of any equity of quasi-equity (e.g. preferred or convertible preferred stock) financing exceeding five hundred thousand dollars ($500,000) that allows the Corporation to redeem all or a portion of the Series A Stock. (e) "ISSUANCE DATE" means the date of the closing under the Agreement and Plan of Reorganization by and among the Corporation and Kino Interactive Group, LLC with respect to the initial issuance of the Series A Stock (the "Agreement and Plan of Reorganization"). (f) "VARIABLE CONVERSION PRICE" means the average of the Closing Prices for the Common Stock during the twenty (20) consecutive trading days immediately preceding such date of determination but at no time less than US US twenty-five cents ($0.25) per share being the minimum conversion price and at no time more than US one dollar ($1.00) per share being the maximum conversion price. There will be no Variable Conversion Price until the First Conversion Date has passed. 2. DESIGNATION. The shares of such series of Preferred Stock shall be designated "Series A Convertible Preferred Stock" (the "Series A Stock"). 2

3. AUTHORIZED NUMBER. The authorized number of shares constituting the Series A Stock shall be two million (2,000,000). 4. LIQUIDATION. (a) LIQUIDATION PROCEDURE. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of shares of Series A Stock shall be entitled, before any distribution or payment is made upon any junior securities, to be paid an amount equal to US twenty-five cents ($0.25) per share of Series A Stock, representing the liquidation preference per share of the Series A Stock (as adjusted for any combinations, divisions or similar recapitalizations affecting the shares of Series A Stock) (the "Liquidation Payments"). If upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the assets to be distributed among the holders of shares of Series A Stock and securities pari passu with the Series A Stock ("Parity Securities") shall be insufficient to permit payment in full to the holders of shares of Series A Stock and any Parity Securities of the distributions to which they are entitled, then the holders of all such securities shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Series A Stock and Parity Securities are entitled were paid in full. A consolidation or merger of the Corporation with or into any other corporation or corporations or other entity (other than a merger in which the Corporation is the survivor and the stockholders of the Corporation prior to such merger own more than a majority of the voting securities of the Corporation following such merger), a transaction or a series of related transactions in which the stockholders of the Corporation transfer a majority of the voting securities of the Corporation to any person or a sale, lease or transfer of all or substantially all of the assets of the Corporation shall be deemed to be a liquidation, dissolution, or winding up of the Corporation as those terms are used in this Section 4; provided, however, that no such consolidation, merger, transaction or series of related transactions that is approved by a vote pursuant to Section 6 hereof shall be deemed to be a liquidation, dissolution or winding up of the Corporation. The Corporation shall provide to holders of shares of Series A Stock thirty (30) days' prior written notice of any such sale, conveyance, exchange, transfer, consolidation or merger. (b) REMAINING ASSETS. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after the holders of shares of Series A Stock shall have been paid in full the Liquidation Payments, the remaining assets of the Corporation may be distributed ratably per share in order of preference to the holders of junior securities in accordance with their respective terms. 3

(c) NOTICE OF LIQUIDATION. Written notice of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, stating a payment date, the amount of the Liquidation Payments and the place where said Liquidation Payments shall be payable, shall be given by mail, postage prepaid, not less than thirty (30) days prior to the payment date stated therein, to each holder of record of shares of Series A Stock at his post office addresses as shown by the records of the Corporation. (d) FRACTIONAL SHARES. The Liquidation Payments with respect to each outstanding fractional share of Series A Stock shall be equal to a ratably proportionate amount of the Liquidation Payments with respect to each outstanding share of Series A Stock. 5. CONVERSION. The holders of shares of Series A Stock shall have the following conversion rights: (a) CONVERSION. Subject to the limitations set forth below, each share of the Series A Stock shall be convertible at any time after the First Conversion Date in whole but not in part, unless previously redeemed, at the option of the holder of record thereof, into the number of fully paid and nonassessable shares of Common Stock equal to the quotient obtained by dividing (i) the quotient obtained by dividing (A) the aggregate Liquidation Payments of the shares of Series A Stock being converted by (B) the Conversion Price by (ii) four (4), upon surrender to the Corporation or its transfer agent of the certificate or certificates representing the Series A Stock to be converted, as provided below, or if the holder notifies the Corporation or its transfer agent that such certificate or certificates have been lost, stolen or destroyed, upon the execution and delivery of an agreement satisfactory to the Corporation to indemnify the Corporation from any losses incurred by it in connection therewith. The conversion rights herein provided shall be apportioned ratably among the holders of the Series A Stock in proportion to the number of shares of Series A Stock owned by such holders. (b) CONVERTED SHARES. Any shares of Series A Stock which have been converted shall be cancelled and all dividends on converted shares of Series A Stock shall cease to accrue and the certificates representing shares of Series A Stock so converted shall represent the right to receive such number of shares of Common Stock into which such shares of Series A Stock are convertible. The Board shall at all times, so long as any shares of Series A Stock remain outstanding, reserve a sufficient number of authorized but unissued shares of Common Stock to be issued in satisfaction of the conversion rights and privileges aforesaid. 4

(c) MECHANICS OF CONVERSION. In the case of a conversion, before any holder of Series A Stock shall be entitled to convert the same into shares of Common Stock, it shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or its transfer agent for the Series A Stock, and shall give written notice to the Corporation of the election to convert the same and shall state therein the name or names in which the certificate of certificates for shares of Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter and in any case within ten (10) business days of the Corporation's receipt of the notice of conversion, issue and deliver at such office to such holder of Series A Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid; provided that such holder or nominee(s), as the case may be, shall be deemed to be the owner of record of such Common Stock as of the date that written notice is given to the Corporation of such holder's properly completed and executed election to convert and the surrender of the certificates representing the Series A Stock being converted, duly endorsed, at the office of the Corporation or its transfer agent (or an indemnification agreement as set forth in Section 5(a) hereof in case such certificates have been lost, stolen or destroyed). A certificate or certificates will be issued for the remaining shares of Series A Stock in any case in which fewer than all of the shares of Series A Stock represented by a certificate are converted. (d) ISSUE TAXES. The Corporation shall pay all issue taxes, if any, incurred in respect of the issue of shares of Common Stock on conversion. If a holder of shares surrendered for conversion specifies that the shares of Common Stock to be issued on conversion are to be issued in a name or names other than the name or names in which such surrendered shares stand, then the Corporation shall not be required to pay any transfer or other taxes incurred by reason of the issuance of such shares of Common Stock to the name of another, and if the appropriate transfer taxes shall not have been paid to the Corporation or the transfer agent for the Series A Stock at the time of surrender of the shares involved, the shares of Common Stock issued upon conversion thereof may be registered in the name or names in which the surrendered shares were registered, despite the instructions to the contrary. (e) VALID ISSUANCE. All shares of Common Stock which may be issued in connection with the conversion provisions set forth herein will, upon issuance by the Corporation, be validly issued, fully paid and nonassessable, free from preemptive rights and free from all taxes, liens or charges with respect thereto created or imposed by the Corporation. 5

6. ADJUSTMENT OF CONVERSION PRICE. The number and kind of securities issuable upon the conversion of the Series A Stock and the Conversion Price shall be subject to adjustment from time to time in accordance with the following provisions: (a) REORGANIZATION, RECLASSIFICATION. In the event of a reorganization, share exchange, sale, conveyance, or reclassification, in a transaction or series of related transactions, including where there is a shift in more than fifty percent (50%) of the voting power of the Corporation ("Change of Control") other than a change in par value, or from par value to no par value, or from no par value to par value or a transaction described in Section 6(b) below, each share of Series A Stock shall, after such reorganization, share exchange or reclassification, be convertible at the option of the holder into the kind and number of shares of stock and/or other securities, cash or other property which the holder of such share of Series A Stock would have been entitled to receive if the holder had held the Common Stock issuable upon conversion of such share of Series A Stock immediately prior to such reorganization, share exchange or reclassification. (b) CONSOLIDATION, MERGER. In the event of a merger or consolidation to which the Corporation is a party which results in a Change of Control, each share of Series A Stock shall, after such merger or consolidation, be convertible at the option of the holder into the kind and number of shares of stock and/or other securities, cash or other property which the holder of such share of Series A Stock would have been entitled to receive if the holder had held the Common Stock issuable upon conversion of such share of Series A Stock immediately prior to such consolidation or merger. 7. VOTING RIGHTS. The holders of the Series A Stock shall have the same voting rights as the holders of the Common Stock. In addition, the holders of shares of Series A Stock shall vote as a separate class on all matters adversely affecting the Series A Stock. The authorization or issuance of additional Common Stock, or other securities having liquidation, dividend, voting or other rights junior to the Series A shall not be deemed to adversely affect the Series A Stock. In addition to the other voting rights of the holders of the Series A Stock specified herein, for so long as any shares of Series A Stock are outstanding, the Corporation will not, and it will cause its subsidiaries not to, without the affirmative vote, or the written consent pursuant to the Delaware Business Corporation Act, of the holders of a majority of the outstanding shares of Series A Stock to amend, waive or repeal any provisions of, or add any provision to, (i) this Certificate or (ii) any provision of the Certificate of Incorporation or Bylaws of the Corporation or any other certificate of designation filed with the Secretary of State of Delaware by the Corporation in a manner that would adversely effect or impair the rights of the holders of the Series A Stock. 6

8. DIVIDENDS. The holders of the Series A Stock shall not be entitled to receive payment of cash dividends on shares thereof. 9. REDEMPTION OR RETIREMENT OF PREFERRED STOCK. (a) The Corporation shall have the right at any time to purchase all or any part of its Series A Stock issued and outstanding by paying to the respective holders thereof the sum of twenty-five cents ($0.25) for each share of such stock redeemed. (b) Notwithstanding Section 9(c) below, the Corporation shall apply toward the purchase or redemption of the Series A Stock as herein provided any funds it has paid as license fees to Kino Communications, L.L.C., an Arizona limited liability company, under that certain License Agreement dated as of December 5, 2005. (c) The Corporation may apply toward the purchase or redemption of the Series A Stock as herein provided any part of its surplus funds or an amount of its stated capital which shall not be greater than the stated capital represented by the shares purchased or redeemed, but under no circumstances shall the Corporation apply any other funds or any further part of its stated capital toward the purchase or redemption of such stock. The purchase or redemption of any such stock shall not be made where the effect of any such purchase or redemption and application of stated capital thereto shall be to reduce the net assets of the Corporation below the stated capital remaining after giving effect to the cancellation of such shares, or if the Corporation is insolvent or would thereby be made insolvent, or where the effect of any such purchase or redemption and application of stated capital thereto shall be to conflict with, or constitute a breach or default under any provision of any agreement, contract, commitment or instrument to which the Corporation is a party. (d) The Board of Directors of the Corporation shall have full power and discretion to select from the outstanding Preferred Stock of the Corporation particular shares for redemption or purchase, and its proceedings in this connection shall not be subject to attack except for actual and intentional fraud. In all instances, the Board shall have complete authority to determine upon and take the necessary proceedings fully to effect the purchase or redemption of the shares selected for redemption, and the cancellation of the certificates representing such shares. Upon the completion of such proceedings, the rights of holders of the shares of such Preferred Stock which have been redeemed and called in shall in all respects cease, except that such holders, in the case of Section 9(c) above, shall be entitled to receive the redemption price for their respective shares. 7

(e) Whenever any shares such preferred stock of the Corporation are purchased or redeemed as herein authorized, the Corporation may, by resolution of its Board of Directors, retire such shares, and thereupon this Corporation shall, in connection with the retirement of such shares, cause to be filed a certificate of reduction of stated capital. 10. FUTURE PREFERRED STOCK ISSUES. The Corporation may issue one or more additional Series of Preferred Stock without the consent of the holders of the Series A Stock, provided, however, that the rights and preferences of such subsequent series of preferred stock as to liquidation, dividends, voting, redemption, and registration rights shall not be superior (but may be pari passu) to those of the Series A Stock. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Designations as of this 27th day of February, 2006, and affirms that this Certificate of Designations is his act and deed and that the statements contained herein are true under penalties of perjury. MODAVOX, INC.
BY: /s/ Robert D. Arkin --------------------------Robert D. Arkin Chairman

NOTICE OF CONVERSION (To be Executed by the Registered Holder in order to Convert the Series A Preferred Stock) The undersigned hereby irrevocably elects to convert ____________ shares of Series A Preferred Stock (the "CONVERSION"), represented by stock certificate Nos(s). ___________ (the "PREFERRED STOCK CERTIFICATES"), into shares of common stock ("COMMON STOCK") of MODAVOX, INCORPORATED (the "CORPORATION") according to the conditions of the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATION"), as of the date written below. If securities are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. No fee will be charged to the holder for any conversion, except for transfer taxes, if any. A copy of each Preferred Stock Certificate is attached hereto (or evidence of loss, theft or destruction thereof). 8

The Corporation shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee (which is _________________) with DTC through its Deposit Withdrawal Agent Commission System ("DTC TRANSFER"). The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable to the undersigned upon conversion of the Series A Preferred Stock shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the "ACT"), or pursuant to an exemption from registration under the Act. In lieu of receiving the shares of Common Stock issuable pursuant to this Notice of Conversion by way of DTC Transfer, the undersigned hereby requests that the Corporation issue and deliver to the undersigned physical certificates representing such shares of Common Stock. Date of Conversion: Applicable Conversion Price: Number of Shares of Common Stock to be Issued: Signature: Name: Address: 9

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK OF MODAVOX, INC. MODAVOX, INC., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY THAT: Pursuant to authority conferred upon the Board of Directors (the "Board") by the Amended and Restated Certificate of Incorporation of the Corporation, as amended (the "Certificate of Incorporation") and pursuant to the provisions of the Delaware General Corporation Law, the Board, pursuant to a unanimous written consent effective as of February 27, 2006, adopted the following resolution providing for the designations, preferences and relative, participating, optional and other rights, and the qualifications, limitations and restrictions, of the Series B Convertible Preferred Stock: WHEREAS, the Certificate of Incorporation provides for two classes of shares known as common stock, $0.0001 par value per share (the "Common Stock"), and preferred stock, $0.0001 par value per share (the "Preferred Stock"); and WHEREAS, the Board is authorized by the Certificate of Incorporation to provide for the issuance of the shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in such Series Bnd to fix the designations, preferences and rights of the shares of each such Series Bnd the qualifications, limitations and restrictions thereof. NOW, THEREFORE, BE IT RESOLVED, that the Board deems it advisable to, and hereby does, designate a Series B Convertible Preferred Stock and fixes and determines the preferences, rights, qualifications, limitations and restrictions relating to the Series B Convertible Preferred Stock as follows: 1. DEFINITIONS. For purposes of this Certificate of Designation, the following terms shall have the following meanings: (a) "CLOSING PRICE(S)" means, for any security as of any date, the greater of (i) the closing ask price and closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg Financial Markets or a comparable reporting service of national reputation selected by the Corporation and reasonably acceptable to holders of a majority of the then outstanding shares of Series B Stock if Bloomberg Financial Markets is not then reporting Closing Prices of such security (collectively, "Bloomberg"), or (ii) the last reported closing sale price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg or a comparable reporting service of national reputation selected by the Corporation and reasonably acceptable to holders of a majority of the then outstanding shares of Series B Stock if Bloomberg Financial Markets is not then reporting closing sale prices of such security.

(b) "CONVERSION DATE" means, for any conversion of the Series B Stock into Common Stock, the date specified in the notice of conversion in the form attached hereto (the "Notice of Conversion"), so long as the copy of the Notice of Conversion is faxed (or delivered by other means resulting in notice) to the Corporation before 11:59 p.m., Arizona time, on the Conversion Date indicated in the Notice of Conversion. If the Notice of Conversion is not so faxed or otherwise delivered before such time, then the Conversion Date shall be the date the holder faxes or otherwise delivers the Notice of Conversion to the Corporation. (c) "CONVERSION PRICE" means Fixed Conversion Price or the Variable Conversion Price, as the case may be, in effect as of such date and subject to adjustment as provided herein. (d) "FIXED CONVERSION PRICE" means US twenty-five cents ($0.25) per share, and shall be the sole conversion price in effect until one (1) year after the issuance date. (e) "FIRST CONVERSION DATE" means the earliest of (i) the 360th day following the Issuance Date or (ii) the date that the Corporation receives net cash proceeds of any equity of quasi-equity (e.g. preferred or convertible preferred stock) financing exceeding two million dollars ($2,000,000) that allows the Corporation to redeem all or a portion of the Series B Stock. (e) "ISSUANCE DATE" means the date of the closing under the Agreement and Plan of Reorganization by and among the Corporation and Kino Interactive Group, LLC with respect to the initial issuance of the Series B Stock (the "Agreement and Plan of Reorganization"). (f) "VARIABLE CONVERSION PRICE" means the average of the Closing Prices for the Common Stock during the twenty (20) consecutive trading days immediately preceding such date of determination but at no time less than US US twenty-five cents ($0.25) per share being the minimum conversion price and at no time more than US one dollar ($1.00) per share being the maximum conversion price. There will be no Variable Conversion Price until the First Conversion Date has passed. 2. DESIGNATION. The shares of such series of Preferred Stock shall be designated "Series B Convertible Preferred Stock" (the "Series B Stock"). 2

3. AUTHORIZED NUMBER. The authorized number of shares constituting the Series B Stock shall be two million (2,000,000). 4. LIQUIDATION. (a) LIQUIDATION PROCEDURE. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of shares of Series B Stock shall be entitled, before any distribution or payment is made upon any junior securities, to be paid an amount equal to US twenty-five cents ($0.25) per share of Series B Stock, representing the liquidation preference per share of the Series B Stock (as adjusted for any combinations, divisions or similar recapitalizations affecting the shares of Series B Stock) (the "Liquidation Payments"). If upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the assets to be distributed among the holders of shares of Series B Stock and securities pari passu with the Series B Stock ("Parity Securities") shall be insufficient to permit payment in full to the holders of shares of Series B Stock and any Parity Securities of the distributions to which they are entitled, then the holders of all such securities shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Series B Stock and Parity Securities are entitled were paid in full. A consolidation or merger of the Corporation with or into any other corporation or corporations or other entity (other than a merger in which the Corporation is the survivor and the stockholders of the Corporation prior to such merger own more than a majority of the voting securities of the Corporation following such merger), a transaction or a series of related transactions in which the stockholders of the Corporation transfer a majority of the voting securities of the Corporation to any person or a sale, lease or transfer of all or substantially all of the assets of the Corporation shall be deemed to be a liquidation, dissolution, or winding up of the Corporation as those terms are used in this Section 4; provided, however, that no such consolidation, merger, transaction or series of related transactions that is approved by a vote pursuant to Section 6 hereof shall be deemed to be a liquidation, dissolution or winding up of the Corporation. The Corporation shall provide to holders of shares of Series B Stock thirty (30) days' prior written notice of any such sale, conveyance, exchange, transfer, consolidation or merger. (b) REMAINING ASSETS. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after the holders of shares of Series B Stock shall have been paid in full the Liquidation Payments, the remaining assets of the Corporation may be distributed ratably per share in order of preference to the holders of junior securities in accordance with their respective terms. 3

(c) NOTICE OF LIQUIDATION. Written notice of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, stating a payment date, the amount of the Liquidation Payments and the place where said Liquidation Payments shall be payable, shall be given by mail, postage prepaid, not less than thirty (30) days prior to the payment date stated therein, to each holder of record of shares of Series B Stock at his post office addresses as shown by the records of the Corporation. (d) FRACTIONAL SHARES. The Liquidation Payments with respect to each outstanding fractional share of Series B Stock shall be equal to a ratably proportionate amount of the Liquidation Payments with respect to each outstanding share of Series B Stock. 5. CONVERSION. The holders of shares of Series B Stock shall have the following conversion rights: (a) CONVERSION. Subject to the limitations set forth below, each share of the Series B Stock shall be convertible at any time after the First Conversion Date in whole but not in part, unless previously redeemed, at the option of the holder of record thereof, into the number of fully paid and nonassessable shares of Common Stock equal to the quotient obtained by dividing (i) the quotient obtained by dividing (A) the aggregate Liquidation Payments of the shares of Series B Stock being converted by (B) the Conversion Price by (ii) four (4), upon surrender to the Corporation or its transfer agent of the certificate or certificates representing the Series B Stock to be converted, as provided below, or if the holder notifies the Corporation or its transfer agent that such certificate or certificates have been lost, stolen or destroyed, upon the execution and delivery of an agreement satisfactory to the Corporation to indemnify the Corporation from any losses incurred by it in connection therewith. The conversion rights herein provided shall be apportioned ratably among the holders of the Series B Stock in proportion to the number of shares of Series B Stock owned by such holders. (b) CONVERTED SHARES. Any shares of Series B Stock which have been converted shall be cancelled and all dividends on converted shares of Series B Stock shall cease to accrue and the certificates representing shares of Series B Stock so converted shall represent the right to receive such number of shares of Common Stock into which such shares of Series B Stock are convertible. The Board shall at all times, so long as any shares of Series B Stock remain outstanding, reserve a sufficient number of authorized but unissued shares of Common Stock to be issued in satisfaction of the conversion rights and privileges aforesaid. 4

(c) MECHANICS OF CONVERSION. In the case of a conversion, before any holder of Series B Stock shall be entitled to convert the same into shares of Common Stock, it shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or its transfer agent for the Series B Stock, and shall give written notice to the Corporation of the election to convert the same and shall state therein the name or names in which the certificate of certificates for shares of Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter and in any case within ten (10) business days of the Corporation's receipt of the notice of conversion, issue and deliver at such office to such holder of Series B Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid; provided that such holder or nominee(s), as the case may be, shall be deemed to be the owner of record of such Common Stock as of the date that written notice is given to the Corporation of such holder's properly completed and executed election to convert and the surrender of the certificates representing the Series B Stock being converted, duly endorsed, at the office of the Corporation or its transfer agent (or an indemnification agreement as set forth in Section 5(a) hereof in case such certificates have been lost, stolen or destroyed). A certificate or certificates will be issued for the remaining shares of Series B Stock in any case in which fewer than all of the shares of Series B Stock represented by a certificate are converted. (d) ISSUE TAXES. The Corporation shall pay all issue taxes, if any, incurred in respect of the issue of shares of Common Stock on conversion. If a holder of shares surrendered for conversion specifies that the shares of Common Stock to be issued on conversion are to be issued in a name or names other than the name or names in which such surrendered shares stand, then the Corporation shall not be required to pay any transfer or other taxes incurred by reason of the issuance of such shares of Common Stock to the name of another, and if the appropriate transfer taxes shall not have been paid to the Corporation or the transfer agent for the Series B Stock at the time of surrender of the shares involved, the shares of Common Stock issued upon conversion thereof may be registered in the name or names in which the surrendered shares were registered, despite the instructions to the contrary. (e) VALID ISSUANCE. All shares of Common Stock which may be issued in connection with the conversion provisions set forth herein will, upon issuance by the Corporation, be validly issued, fully paid and nonassessable, free from preemptive rights and free from all taxes, liens or charges with respect thereto created or imposed by the Corporation. 5

6. ADJUSTMENT OF CONVERSION PRICE. The number and kind of securities issuable upon the conversion of the Series B Stock and the Conversion Price shall be subject to adjustment from time to time in accordance with the following provisions: (a) REORGANIZATION, RECLASSIFICATION. In the event of a reorganization, share exchange, sale, conveyance, or reclassification, in a transaction or series of related transactions, including where there is a shift in more than fifty percent (50%) of the voting power of the Corporation ("Change of Control") other than a change in par value, or from par value to no par value, or from no par value to par value or a transaction described in Section 6(b) below, each share of Series B Stock shall, after such reorganization, share exchange or reclassification, be convertible at the option of the holder into the kind and number of shares of stock and/or other securities, cash or other property which the holder of such share of Series B Stock would have been entitled to receive if the holder had held the Common Stock issuable upon conversion of such share of Series B Stock immediately prior to such reorganization, share exchange or reclassification. (b) CONSOLIDATION, MERGER. In the event of a merger or consolidation to which the Corporation is a party which results in a Change of Control, each share of Series B Stock shall, after such merger or consolidation, be convertible at the option of the holder into the kind and number of shares of stock and/or other securities, cash or other property which the holder of such share of Series B Stock would have been entitled to receive if the holder had held the Common Stock issuable upon conversion of such share of Series B Stock immediately prior to such consolidation or merger. 7. VOTING RIGHTS. The holders of the Series B Stock shall have the same voting rights as the holders of the Common Stock. In addition, the holders of shares of Series B Stock shall vote as a separate class on all matters adversely affecting the Series B Stock. The authorization or issuance of additional Common Stock, or other securities having liquidation, dividend, voting or other rights junior to the Series B shall not be deemed to adversely affect the Series B Stock. In addition to the other voting rights of the holders of the Series B Stock specified herein, for so long as any shares of Series B Stock are outstanding, the Corporation will not, and it will cause its subsidiaries not to, without the affirmative vote, or the written consent pursuant to the Delaware Business Corporation Act, of the holders of a majority of the outstanding shares of Series B Stock to amend, waive or repeal any provisions of, or add any provision to, (i) this Certificate or (ii) any provision of the Certificate of Incorporation or Bylaws of the Corporation or any other certificate of designation filed with the Secretary of State of Delaware by the Corporation in a manner that would adversely effect or impair the rights of the holders of the Series B Stock. 6

8. DIVIDENDS. The holders of the Series B Stock shall not be entitled to receive payment of cash dividends on shares thereof. 9. REDEMPTION OR RETIREMENT OF PREFERRED STOCK. (a) The Corporation shall have the right at any time to purchase all or any part of its Series B Stock issued and outstanding by paying to the respective holders thereof the sum of twenty-five cents ($0.25) for each share of such stock redeemed. (b) Notwithstanding Section 9(c) below, the Corporation shall apply toward the purchase or redemption of the Series B Stock as herein provided any funds it has paid as license fees to Kino Communications, L.L.C., an Arizona limited liability company, under that certain License Agreement dated as of December 5, 2005. (c) The Corporation may apply toward the purchase or redemption of the Series B Stock as herein provided any part of its surplus funds or an amount of its stated capital which shall not be greater than the stated capital represented by the shares purchased or redeemed, but under no circumstances shall the Corporation apply any other funds or any further part of its stated capital toward the purchase or redemption of such stock. The purchase or redemption of any such stock shall not be made where the effect of any such purchase or redemption and application of stated capital thereto shall be to reduce the net assets of the Corporation below the stated capital remaining after giving effect to the cancellation of such shares, or if the Corporation is insolvent or would thereby be made insolvent, or where the effect of any such purchase or redemption and application of stated capital thereto shall be to conflict with, or constitute a breach or default under any provision of any agreement, contract, commitment or instrument to which the Corporation is a party. (d) The Board of Directors of the Corporation shall have full power and discretion to select from the outstanding Preferred Stock of the Corporation particular shares for redemption or purchase, and its proceedings in this connection shall not be subject to attack except for actual and intentional fraud. In all instances, the Board shall have complete authority to determine upon and take the necessary proceedings fully to effect the purchase or redemption of the shares selected for redemption, and the cancellation of the certificates representing such shares. Upon the completion of such proceedings, the rights of holders of the shares of such Preferred Stock which have been redeemed and called in shall in all respects cease, except that such holders, in the case of Section 9(c) above, shall be entitled to receive the redemption price for their respective shares. 7

(e) Whenever any shares such preferred stock of the Corporation are purchased or redeemed as herein authorized, the Corporation may, by resolution of its Board of Directors, retire such shares, and thereupon this Corporation shall, in connection with the retirement of such shares, cause to be filed a certificate of reduction of stated capital. 10. FUTURE PREFERRED STOCK ISSUES. The Corporation may issue one or more additional Series of Preferred Stock without the consent of the holders of the Series B Stock, provided, however, that the rights and preferences of such subsequent series of preferred stock as to liquidation, dividends, voting, redemption, and registration rights shall not be superior (but may be pari passu) to those of the Series B Stock. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Designations as of this 27th day of February, 2006, and affirms that this Certificate of Designations is his act and deed and that the statements contained herein are true under penalties of perjury. MODAVOX, INC.
BY: /s/ Robert D. Arkin -----------------------------Robert D. Arkin Chairman

NOTICE OF CONVERSION (To be Executed by the Registered Holder in order to Convert the Series B Preferred Stock) The undersigned hereby irrevocably elects to convert ____________ shares of Series B Preferred Stock (the "CONVERSION"), represented by stock certificate Nos(s). ___________ (the "PREFERRED STOCK CERTIFICATES"), into shares of common stock ("COMMON STOCK") of MODAVOX, INCORPORATED (the "CORPORATION") according to the conditions of the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock (the "CERTIFICATE OF DESIGNATION"), as of the date written below. If securities are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. No fee will be charged to the holder for any conversion, except for transfer taxes, if any. A copy of each Preferred Stock Certificate is attached hereto (or evidence of loss, theft or destruction thereof). 8

The Corporation shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee (which is _________________) with DTC through its Deposit Withdrawal Agent Commission System ("DTC TRANSFER"). The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable to the undersigned upon conversion of the Series B Preferred Stock shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the "ACT"), or pursuant to an exemption from registration under the Act. In lieu of receiving the shares of Common Stock issuable pursuant to this Notice of Conversion by way of DTC Transfer, the undersigned hereby requests that the Corporation issue and deliver to the undersigned physical certificates representing such shares of Common Stock. Date of Conversion: Applicable Conversion Price: Number of Shares of Common Stock to be Issued: Signature: Name: Address: 9

STATE OF DELAWARE CERTIFICATE OF CORRECTION The Corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware: DOES HEREBY CERTIFY: 1. The name of the Corporation is Modavox, Inc. 2. That the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Modavox, Inc. (the "Series A Certificate") was filed by the Secretary of State of Delaware on February 28, 2006 and that said Certificate requires correction as permitted by Section 103 of the General Corporation law of the State of Delaware. 3. The inaccuracy or defect of said Series A Certificate to be corrected is that the formula set forth in Section 5 (a) that is used to determine the conversion ratio for the Series A Convertible Preferred Stock erroneously listed the number four (4) as the denominator of the quotient of such formula, causing the initial conversion ratio pursuant to Section 5(a) to be a one-to-four ratio of common to preferred stock rather than the intended one-toone ratio. 4. Section 5(a) of the Series A Certificate is corrected to read as follows: 5. CONVERSION. The holders of shares of Series A Stock shall have the following conversion rights: (a) CONVERSION. Subject to the limitations set forth below, each share of the Series A Stock shall be convertible at any time after the First Conversion Date in whole but not in part, unless previously redeemed, at the option of the holder of record thereof, into the number of fully paid and nonassessable shares of Common Stock equal to the quotient obtained by dividing (i) the aggregate Liquidation Payments of the shares of Series A Stock being converted by (ii) the Conversion Price, upon surrender to the Corporation or its transfer agent of the certificate or certificates representing the Series A Stock to be converted, as provided below, or if the holder notifies the Corporation or its transfer agent that such certificate or certificates have been lost, stolen or destroyed, upon the execution and delivery of an agreement satisfactory to the Corporation to indemnify the Corporation from any losses incurred by it in connection therewith. The conversion rights herein provided shall be apportioned ratably among the holders of the Series A Stock in proportion to the number of shares of Series A Stock owned by such holders. [SIGNATURE ON FOLLOWING PAGE]

IN WITNESS WHEREOF, said Corporation has caused this Certificate of Correction to be signed by David J. Ide, an Authorized Officer, this 12th day of May, 2006. By: David J. Ide, President and Chief Executive Officer

STATE OF DELAWARE CERTIFICATE OF CORRECTION The Corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware: DOES HEREBY CERTIFY: 1. The name of the Corporation is Modavox, Inc. 2. That the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Modavox, Inc. (the "Series B Certificate") was filed by the Secretary of State of Delaware on February 28, 2006 and that said Certificate requires correction as permitted by Section 103 of the General Corporation law of the State of Delaware. 3. The inaccuracy or defect of said Series B Certificate to be corrected is that the formula set forth in Section 5 (a) that is used to determine the conversion ratio for the Series B Convertible Preferred Stock erroneously listed the number four (4) as the denominator of the quotient of such formula, causing the initial conversion ratio pursuant to Section 5(a) to be a one-to-four ratio of common to preferred stock rather than the intended one-toone ratio. 4. Section 5(a) of the Series B Certificate is corrected to read as follows: 5. CONVERSION. The holders of shares of Series B Stock shall have the following conversion rights: (a) CONVERSION. Subject to the limitations set forth below, each share of the Series B Stock shall be convertible at any time after the First Conversion Date in whole but not in part, unless previously redeemed, at the option of the holder of record thereof, into the number of fully paid and nonassessable shares of Common Stock equal to the quotient obtained by dividing (i) the aggregate Liquidation Payments of the shares of Series B Stock being converted by (ii) the Conversion Price, upon surrender to the Corporation or its transfer agent of the certificate or certificates representing the Series B Stock to be converted, as provided below, or if the holder notifies the Corporation or its transfer agent that such certificate or certificates have been lost, stolen or destroyed, upon the execution and delivery of an agreement satisfactory to the Corporation to indemnify the Corporation from any losses incurred by it in connection therewith. The conversion rights herein provided shall be apportioned ratably among the holders of the Series B Stock in proportion to the number of shares of Series B Stock owned by such holders. [SIGNATURE ON FOLLOWING PAGE]

IN WITNESS WHEREOF, said Corporation has caused this Certificate of Correction to be signed by David J. Ide, an Authorized Officer, this 12th day of May, 2006. By: David J. Ide, President and Chief Executive Officer

MODAVOX, INC. ACTION OF THE BOARD OF DIRECTORS BY UNANIMOUS WRITTEN CONSENT IN LIEU OF MEETING DATED AS OF MAY 11, 2006 The undersigned, being all the members of the Board of Directors (the "Board") of Modavox, Inc., a Delaware corporation (the "Corporation"), hereby consent to the adoption of the following resolutions by unanimous written consent of the Board pursuant to Section 141 of the Delaware General Corporation Law, effective as of the date first written above (the "Consent"). WAIVER OF KINO MERGER CONDITIONS WHEREAS, with regards to the Agreement and Plan of Reorganization, dated as of December 5, 2005 (the "Agreement"), by and among the Corporation, Kino Acquisition Sub, Inc. ("Kino Sub"), a Delaware corporation and wholly owned subsidiary of the Corporation, and Kino Interactive Group, LLC, an Arizona limited liability company ("KinoInter"), in order to move forward with the transactions contemplated in the Agreement (the "Merger"), the parties to the Agreement have waived certain closing conditions under the Agreement; NOW, THEREFORE, BE IT RESOLVED, that the waiver agreement, dated as of February 28, 2006, substantially in the form attached hereto as Exhibit A (the "Waiver Agreement") waiving the closing conditions under the Agreement as set forth therein be, and it hereby is, ratified, accepted, adopted, authorized, and approved in all respects; and it is further RESOLVED, that the execution of the Waiver Agreement by the Chief Executive Officer of the Corporation be, and it hereby is, ratified, accepted, adopted, authorized, and approved in all respects, and the officers of the Corporation be, and they hereby are, authorized, empowered and directed to take such further action they deem necessary or desirable to consummate and complete such transactions. CERTIFICATES OF CORRECTION WHEREAS, in connection with the Merger, the Corporation filed with the Secretary of State of the State of Delaware on February 28, 2006 the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Modavox, Inc. (the "Series A Certificate") and the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Modavox, Inc. (the "Series B Certificate"); and 1

WHEREAS, it has come to the Board's attention that the Series A Certificate and Series B Certificate contain an inaccuracy or defect in that the formula set forth in Section 5(a) that is used to determine the conversion ratio for the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock erroneously listed the number four (4) as the denominator of the quotient of such formula, causing the initial conversion ratio pursuant to Section 5(a) to be a one-to-four ratio of common to preferred stock rather than the intended one-to-one ratio; NOW, THEREFORE, BE IT RESOLVED, that the Board hereby approves the Certificate of Correction substantially in the form attached hereto as Exhibit B to correct the Series A Certificate; and it is further RESOLVED, that the Board hereby approves the Certificate of Correction substantially in the form attached hereto as Exhibit C to correct the Series B Certificate; and it is further RESOLVED, that the officers of the Corporation are authorized, empowered and directed to execute and file with the Secretary of State of the State of Delaware such Certificates of Correction, and take such further action they deem necessary or desirable to consummate and complete such transactions; and it is further EMPLOYMENT AGREEMENTS RESOLVED, that the following employment agreements be, and they hereby are, ratified, accepted, adopted, authorized, and approved in all respects: o The Employment Agreement, dated as of October 15, 2005 and effective as of October 18, 2005, by and between the Corporation and David J. Ide, attached hereto as Exhibit D; o The Employment Agreement, effective as of February 28, 2006, by and between the Corporation and Nathan T. Bradley, attached hereto as Exhibit E; o The Employment Agreement, effective as of February 28, 2006, by and between the Corporation and Sean D. Bradley, attached hereto as Exhibit F; and o The Employment Agreement, effective as of February 28, 2006, by and between the Corporation and James Crawford, attached hereto as Exhibit G; and it is further RESOLVED, that the Corporation's Vice Chairman, Nathan T. Bradley, be, and he hereby is, authorized and directed to execute on behalf of the Corporation the aforementioned Employment Agreement by and between the Corporation and David J. Ide. 2

KINO LICENSE AGREEMENT WHEREAS, following the merger of KinoInter with and into Kino Sub pursuant to the Merger, Kino Sub succeeded to the terms of that certain License Agreement, dated as of December 5, 2005 and effective as of December 1, 2005, by and between Kino Communications, L.L.C., an Arizona limited liability company ("KinoComm") and KinoInter, a copy of which is attached hereto as Exhibit H (the "License Agreement"); RESOLVED, that the Corporation, as the sole stockholder of Kino Sub, hereby ratifies, accepts, adopts, authorizes, and approves in all respects the assumption by Kino Sub of the rights and obligations under the License Agreement and the transactions contemplated thereby. PAYMENT OF INITIAL LICENSE FEE; REDEMPTION OF SERIES A PREFERRED WHEREAS, pursuant to the terms of the License Agreement, Kino Sub (as successor to KinoInter) was required to pay KinoComm an initial license fee of $125,000 on March 15, 2006, which was paid by the Corporation on behalf of Kino Sub on said date; WHEREAS, the Corporation issued 2,000,000 shares of its Series A Convertible Preferred Stock (the "Series A Preferred") to KinoComm, the sole member of KinoInter, pursuant to the Merger; and WHEREAS, pursuant to the terms of the Series A Certificate (as corrected), the Corporation shall have the right at any time to purchase all or any part of its Series A Preferred issued and outstanding by paying to the respective holders thereof the sum of twenty-five cents ($0.25) for each share of Series A Preferred redeemed; and WHEREAS, pursuant to the terms of the Series A Certificate (as corrected), the Corporation shall apply toward the purchase or redemption of the Series A Preferred as therein provided any funds it has paid, on behalf of Kino Sub, as license fees to KinoComm under the License Agreement; NOW, THEREFORE, BE IT RESOLVED, that (i) the payment on behalf of Kino Sub of $125,000 as a license fee to KinoComm on March 15, 2006; (ii) the application of such payment toward the redemption of 500,000 shares of the Series A Preferred; and (iii) the redemption by the Corporation on March 15, 2006 of 500,000 shares of the Series A Preferred held by KinoComm be, and they hereby are, ratified, accepted, adopted, authorized, and approved in all respects. 3

ISSUANCES UNDER THE 2004 STOCK PLAN RESOLVED, that the following issuances of the Corporation's common stock under the Corporation's 2004 Stock Plan, and as registered pursuant to the Registration Statement on Form S-8 dated July 19, 2004 (Commission File No. 333-57818), be, and they hereby are, ratified, accepted, adopted, authorized, and approved in all respects:
Recipient Eric Schedeler 1434 E. Cindy Street Chandler, AZ 85225 Ben Bassi Number of Shares 115,789

73,778

LAW FIRM ENGAGEMENT RESOLVED, that the Board has determined that it is in the best interests of the Corporation and its shareholders to engage Rogers & Theobald LLP as the Corporation's corporate, securities and business counsel; and it is further RESOLVED, that the Board ratify, and it hereby ratifies David J. Ide's action as Chief Executive Officer of the Corporation in executing, the Rogers & Theobald LLP Engagement Letter, dated March 9, 2006, together with the Engagement Policies and Procedures and the form of Common Stock Purchase Warrant (together, the "Engagement Agreement") attached hereto as Exhibit I. COMMON STOCK PURCHASE WARRANT; RESERVATION OF SHARES FOR ISSUANCE WHEREAS, as provided in the Engagement Agreement and in consideration of the payment of $100.00 to the Corporation, the Board desires to authorize and approve the issuance to Camelback Ventures, LLC, an Arizona limited liability company, of a common stock purchase warrant (the "Warrant"), dated as of March 9, 2006, in the form attached as Exhibit I, entitling it during the effective period of the Warrant to purchase a total number of shares of the Corporation's issued and outstanding common stock equal to two and one-half percent (2-1/2%) of the outstanding shares of the Corporation (including the effects of all outstanding options, warrants, and other rights to acquire shares of the Corporation as if exercised) as of the date of the Warrant ("Warrant Shares"), at an exercise price equal to the market price of a share of the Corporation's common stock on the date of the Warrant, as adjusted in accordance with the terms of the Warrant; 4

NOW, THEREFORE, BE IT RESOLVED, that the issuance of the Warrant be, and it hereby is, authorized and approved, and that the President and Chief Executive Officer or other officer of the Corporation be, and it hereby is, authorized and directed to execute, issue, and deliver to Camelback Ventures, LLC the Warrant and to take such other action as he may deem necessary or appropriate to carry out the intent of these resolutions; and it is further RESOLVED, that at all times during the period within which the Warrant is exercisable, the Corporation shall and hereby does reserve from its authorized and unissued common stock, for issuance and delivery upon exercise of the Warrant, such number of shares of its common stock as shall be required for issuance and delivery upon exercise of the Warrant, and that the Corporation hereby authorizes the issuance and delivery of the Warrant Shares; and it is further RESOLVED, that the Corporation hereby authorizes and directs its officers who are or in the future become charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of the Corporation's common stock upon the exercise of all or any part of the Warrant, from time to time, with no further action of any kind required by the Corporation or its Board of Directors; and it is further GENERAL AUTHORITY RESOLVED, that each of the officers of the Corporation be, and each of them hereby is, authorized and directed to execute all documents and to take whatever action that he or she deems necessary or advisable on behalf of the Corporation to implement the foregoing resolutions and to carry out and perform the obligations of the Corporation as set forth in this Consent; and it is further RESOLVED, that each of the officers of the Corporation be, and each of them hereby is, authorized and empowered, for and on behalf of the Corporation, to: (i) execute and deliver any and all applications, agreements, documents, instruments, and certificates with respect to the foregoing resolutions; (ii) incur such costs and expenses; and (iii) do any and all acts and things that any one or more of the officers of the Corporation deems, in the exercise of his or her sole discretion, necessary, desirable, or appropriate in connection with this Consent, including without limitation the filing of one or more current reports on Form 8-K with the Securities and Exchange Commission containing disclosure with respect to the foregoing resolutions, and the execution and delivery of such applications, agreements, documents, instruments, and certificates to constitute conclusive proof of the appropriateness of such applications, agreements, documents, instruments, and certificates. 5

This action may be signed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Any copy, facsimile telecommunication, or other reliable reproduction of this Consent may be substituted or used in lieu of the original Consent for any and all purposes for which the original Consent could be used, provided that such copy, facsimile telecommunication, or other reproduction shall be a complete reproduction of the entire original Consent. This Consent is effective as of the date first above written.
---------------------------------Nathan T. Bradley ---------------------------------Hubert Glover

---------------------------------Jim Crawford

---------------------------------Jay Stulberg

---------------------------------David J. Ide

CONSTITUTING THE ENTIRE BOARD OF DIRECTORS OF MODAVOX, INC., A DELAWARE CORPORATION. 6

EXHIBIT A WAIVER AGREEMENT (ATTACHED.) 7

EXHIBIT B CERTIFICATE OF CORRECTION (SERIES A) (ATTACHED.) 8

EXHIBIT C CERTIFICATE OF CORRECTION (SERIES B) (ATTACHED.) 9

EXHIBIT D EMPLOYMENT AGREEMENT (IDE) (ATTACHED.) 10

EXHIBIT E EMPLOYMENT AGREEMENT (N. BRADLEY) (ATTACHED.) 11

EXHIBIT F EMPLOYMENT AGREEMENT (S. BRADLEY) (ATTACHED.) 12

EXHIBIT G EMPLOYMENT AGREEMENT (CRAWFORD) (ATTACHED.) 13

EXHIBIT H LICENSE AGREEMENT (ATTACHED.) 14

EXHIBIT I ENGAGEMENT AGREEMENT (ATTACHED.) 15

SEVERANCE AGREEMENT AND GENERAL RELEASE This Severance Agreement and Release of All Claims (hereinafter "Agreement") is made and entered into as of the latest of the dates set forth below by and between, Modavox, Inc., a corporation organized under the laws of the state of Delaware (hereinafter referred to as "Employer"), and Eric Schedeler (hereinafter referred to as "Employee"). Recitals Whereas Employee has been employed by the Employer as its President and has served as a Director of Employer. Whereas Employee has executed a resignation letter attached hereto as Exhibit A indicating that Employee's employment and any other duties with Employer, including his position on Employer's Board of Directors, have terminated as of August 31, 2005 ("Cessation Date"); and Whereas, the parties, in order to settle and compromise fully and finally any and all claims and potential claims arising out of Employee's employment and the cessation thereof, have agreed to resolve these matters on the terms and conditions set forth herein. Now, therefore, in consideration of the mutual promises and covenants contained herein, the parties agree as follows: 1. Recitals. The recitals set forth above are true, accurate, and correct, and are incorporated in this Agreement by this reference and made a material part of this Agreement. 2. Consideration. a. Employee hereby enters into a Severance Agreement and Mutual Release. In consideration for the execution of this Agreement, Employee will receive consideration of $4,500 per month for a period of six months commencing upon execution of this Agreement with such payments due no later than the 15th of each month. Employee hereby acknowledges that the Employment Agreement set forth on Exhibit B is cancelled and of no further force and effect, b. By November 1, 2005 Employee will receive 115,789 shares of Employer's common stock based upon a value of $44,000. This value is calculated by dividing $44,000 by the average price of Employer's common stock for the 10 days preceding today's date, with the parties agreeing that the average price for such 10-day period is $0.38. Employer agrees that it will file an S-8 Registration Statement by December 15, 2005 that includes the registration of the foregoing 115,789 shares. c. The Parties hereto acknowledge that, as of the date of this Agreement, Employee holds the options to purchase common stock of Employer (the "Options"), as set forth on Exhibit C and registration rights set forth on Exhibit D. Employee hereby acknowledges that (i) (A) upon satisfaction of the conditions specified in Sections 2.a. and 2.b. above, the Option Agreement set forth on Exhibit C is hereby amended to provide for the issuance of an option to purchase 1,000,000 shares of Employer's common stock rather than 1,500,000 shares of Employer's common stock, (B) during the six-month period specified in Section 2.a. Employee's right to exercise the foregoing option is limited to 1,000,000 shares, and (C) subject to the foregoing conditions, the amendment to the Option Agreement set

forth on Exhibit E is in full force and effect; and (ii) (A) the Registration Rights Agreement set forth on Exhibit D is hereby amended to provide for tag along registration rights (tagged to the registration rights contained in the Registration Rights Agreements entered into with Hubert Glover and Jay Stulberg dated as of June 8, 2005) rather than demand rights, and that upon execution of this Agreement, and (B) the amendment to Registration Rights Agreement set forth on Exhibit F is in full force and effect,. Despite anything contained therein, the Options set for on Exhibit C may be exercised by Employee within 10 years of the Cessation Date or cancelled pursuant to their terms. 3. Adequate Consideration. Employee acknowledges and agrees that the consideration to Employee set forth in Paragraph 2 (including Subparagraphs) of this Agreement is in addition to anything of value to which Employee is, as a matter of law, otherwise entitled. Employee represents and agrees that he is not entitled to and shall not receive any further compensation, including salary, bonuses, vacation pay, or employee benefits after the Cessation Date. 4. Mutual Release. In consideration of this Agreement (including in the case of Employee receipt of the severance package set forth in Paragraph 2 of this Agreement), each party (for that party and that party's past and present officers, directors, stockholders, subsidiaries, affiliates, agents, employees, representatives, administrators, spouses, heirs, estates, successors, and assigns) hereby fully, forever, irrevocably, and unconditionally releases and discharges the other party, including the other party's past and present officers, directors, stockholders, subsidiaries, affiliates, agents, employees, representatives, lawyers, administrators, spouses, and all persons acting by, through, under, or in concert with them (collectively, the "Released Parties"), from any and all claims or damages which he may have against them, or any of them, which could have arisen out of any act or omission occurring from the beginning of time to the effective date of this Agreement, whether now known or unknown, asserted or unasserted except for this Agreement. This release includes, but is not limited to, any and all claims under Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Americans with Disabilities Act; the Fair Labor Standards Act, as amended; the Arizona Civil Rights Act; or under any other provision or theory of law, both in tort and in contract, and whether statutory or under the common law. 5. Covenant Not to Sue. Employee warrants that he has no pending complaints, charges, or claims for relief against the Released Parties with any local, state, or federal court or administrative agency. Employee understands and agrees that this Agreement may be pled as a complete bar to any action or suit before any administrative body or court with respect to any complaint, charge, or claim under federal, state, local, or other law relating to any possible claim that existed or may have existed against the Released Parties arising out of any event except for this Agreement occurring from the beginning of time through the effective date of this Agreement, the Company, at its option, may require Employee to pay Employer the sum total of all payments made pursuant to this Agreement.

6. Duty to Cooperate. Employee agrees to cooperate with Employer and its attorneys in connection with any threatened or pending litigation against Employer, and shall make himself available upon reasonable notice to prepare for and appear at deposition or at trial in connection with any such matters, provided that Employer and Employee are not adverse parties in any such litigation. Employer shall reimburse Employee for his reasonable out-of-pocket expenses in connection with his activities under this Section. 7. Non-Disparagement. The parties each agree that neither that party nor anyone acting on that party's behalf will make any derogatory or disparaging statements about the other party. For purposes of this Agreement, the term "party" shall include a party's past and present officers and directors, or, where such party is an individual, that individual. 8. Preservation of Company Confidential Information. Employee acknowledges that, during the course of his employment with Employer, he had access to, and became familiar with, information concerning Employer that Employer deems confidential, in that said information is non-public information which, if it became or were made public, might be disadvantageous to Employer. Such information includes, but is not limited to, employee information, business plans, financial matters, operational matters, corporate strategies, and the like. As a material inducement to cause Employer to enter into this Agreement, Employee agrees that he will not disclose to any third party, either directly or indirectly, any such confidential information. 9. Return of Company Property. Simultaneously with his tender of this Agreement, bearing his signature, to Employer, Employee shall return to Employer all Employer property in his actual or constructive possession with the exception of his HP Laptop which Employee will retain. 10. Consultation with an Attorney. Employee specifically understands and acknowledges that the Age Discrimination in Employment Act of 1967, as amended, provides Employee the right to bring a claim against Employer if Employee believes that he has been discriminated against on the basis of age. Employee understands the rights afforded under this Act and agrees that he will not file any claim or action against Employer and/or Released Parties and waives any rights to assert a claim for relief available under this Act against Employer and/or Released Parties, including, but not limited to, back pay, front pay, attorneys' fees, damages, reinstatement, or injunctive relief. Employer has advised Employee to consult with an attorney of his choosing prior to executing this Agreement. Employee represents and agrees that he has thoroughly discussed all aspects of his rights and this Agreement, including his waiver of claims under the Age Discrimination in Employment Act, with an attorney, to the extent he wished to do so.

11. Review. Employee has been advised that he has ten (10) days from the date he is presented with this Agreement to consider this Agreement. If Employee executes this Agreement before the expiration of ten (10) days, he acknowledges that he has done so for the purpose of expediting the payment of severance benefits, and that he has expressly waived his right to take ten (10) days to consider this Agreement. 12. Revocation. Employee may revoke this Agreement for a period of seven (7) days after he signs it. Employee agrees that if he elects to revoke this Agreement, he will notify Employer in writing, via certified mail, on or before the expiration of the revocation period. Receipt of proper and timely notice of revocation by Employer cancels and voids this Agreement. Provided that Employee does not provide notice of revocation, this Agreement will become effective upon expiration of the revocation period. 13. Confidentiality. Employee agrees that he will keep the terms and fact of this Agreement confidential. He will not disclose the existence of this Agreement or any of its terms to anyone except his immediate family, attorneys or accountants, unless required by law. 14. Amendment. This Agreement shall be binding upon the parties and may not be amended, supplemented, changed, or modified in any manner, orally or otherwise, except by an instrument in writing or concurrent or subsequent date signed by the parties. 15. Entire Agreement. This Agreement may be executed in one or more counterparts, each of which, when executed, will be deemed an original. This Agreement contains and constitutes the entire understanding and agreement between the parties hereto with respect to the subject matter hereof, and, except as otherwise provided herein, cancels all prior or contemporaneous oral or written understandings, negotiations, agreements, commitments, representations, and promises in connection herewith. 16. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Arizona. 17. Severability. Should any provisions in this Agreement be declared or determined by any court to be illegal or invalid, the validity of the remaining parts, terms, or provisions shall not be affected, and the illegal or invalid part, term, or provision shall be deemed not to be part of this Agreement. 18. Effect of this Agreement. It is expressly understood and agreed that this Agreement shall not in any way be construed at any time or for any purpose as an admission by the parties that either of them has acted wrongfully with respect to the other. The employment agreement dated June 14, 2005 between Employer and Employee shall be of no force and effect. 19. Attorneys' Fees. Should any legal action be commenced arising out of this Agreement, the prevailing party in any such action shall be entitled to an award of attorneys' fees incurred therein. 20. Mutual Cooperation. The parties will cooperate in the execution of any further documentation required to effectuate the purposes of this Agreement or in connection with Employee's prior service as a director, officer or in his capacity as a stockholder.

By signing below, the parties acknowledge that they have carefully read and fully understand all of the provisions of this Agreement and that they are voluntarily entering into this Agreement. Modavox, Inc.
-----------------------------David J. Ide Chief Executive Officer Dated:________________________ -----------------------------Eric Schedeler Employee Dated:________________________

EMPLOYMENT AGREEMENT This Employment Agreement, by and between MODAVOX, INC., a Delaware corporation ("Modavox") and David Ide ("Ide"), dated as of October 15, 2005, is effective as of the date hereof (the "Effective Date"). Modavox and Ide are sometimes referred to individually as the "Party" and collectively as the "Parties." In consideration of the mutual benefits to be derived from this Agreement and of the representations, warranties, conditions and promises hereinafter contained, the Parties hereby agree as follows: 1. ENGAGEMENT. 1.1 EMPLOYMENT TERM. Modavox will employ Ide and Ide will accept such employment, for a period commencing on the Effective Date and ending on October 15, 2008 (the "Term"), unless sooner terminated under the circumstances set forth in Sections 6 and 8 below. 1.2 DUTIES AND RESPONSIBILITIES. During the Term and any extensions thereof, Modavox will employ Ide as "Chief Executive Officer", reporting directly to the Board of Directors. During the Term, Ide will render exclusive services to Modavox and devote his full time, effort and energies during business hours to his responsibilities for Modavox, and faithfully and to the best of his ability discharge those duties. 1.3 LOCATION. Ide's services for Modavox will be based at Modavox's headquarters in Phoenix, Arizona unless otherwise approved by the Board of Directors. 2. COMPENSATION. 2.1 SALARY. Subject to the full and complete performance by Ide of all of Ide's material obligations hereunder, during the term of this Agreement, Modavox will pay to Ide a base salary of one hundred fifty thousand dollars ($150,000) per annum; provided, however, that upon the receipt by Modavox of aggregate proceeds, whether in the form of equity investment or long-term debt, exceeding one million five hundred thousand dollars ($1,500,000), Modavox will increase Ide's base salary to one hundred eighty thousand dollars ($180,000) per annum. Ide's salary will be payable in accordance with Modavox's customary payroll practices, which in no event will be less frequently than on a monthly basis. All salary payments made to Ide will be subject to such deductions, withholdings and limitations as will from time to time be required by law, governmental regulations or orders. Salary and benefits will be reviewed at least annually by the Board of Directors for possible increases and/or bonuses, at the sole discretion of the Board.

2.2 FRINGE BENEFITS. During the term of this Agreement: (a) Ide will be eligible to participate, in accordance with their terms, in all medical and health plans, life insurance and pension plans and such other employment benefits or programs that Modavox maintains for its executive employees from time to time (the "Plans"). (b) Until Modavox establishes a medical reimbursement plan, Modavox will pay the premiums associated with any medical and health insurance policy comparable to the policy currently in effect covering Ide and his dependents if Ide and his dependents are not able to participate in Modavox's medical and health plans. 2.3 PARTICIPATION IN DEFERRED COMPENSATION AND STOCK OPTION PLANS. Ide shall be entitled to participate in all executive bonus plans and all employee qualified and non-qualified deferred compensation plans or supplemental income plans or programs maintained by Modavox, including any Section 401(k) plan adopted by Modavox, according to the terms and conditions thereof. Ide shall also be entitled to participate in all stock option and other incentive plans, according to the terms and conditions thereof. 2.4 PAID VACATIONS. Ide will be entitled to paid vacation in accordance with Modavox's vacation policy (including, without limitation, any restrictions on the amount of accrued time to be paid at the expiration of the Term), but in no event less than four (4) weeks per annum. 2.5 EXPENSES. In connection with Ide's performance of Ide's duties and obligations hereunder, Ide will incur certain ordinary and necessary expenses of a business character including, without limitation, travel, meals and lodging. Modavox will reimburse Ide for all such reasonable business expenses upon presentation of itemized statements therefor in accordance with Modavox's standard policies. With respect to business travel, Ide will be treated no less favorably with respect to expenses than other Modavox executives. 3. RIGHT TO INSURE. Modavox will have the right to secure in its own name, or otherwise, and at its own expense, life, health, accident or other insurance covering Ide and Ide will have no right, title or interest in and to such insurance. Ide will assist Modavox in procuring such insurance by submitting to examinations and by signing such applications and other instruments as may be required by the insurance carriers to which application is made for any such insurance. 2

4. FIDUCIARY OBLIGATIONS. Ide acknowledges that, as an officer of Modavox, he will be bound to exercise his corporate powers as a fiduciary for the common benefit of all of Modavox's stockholders, to wit: 4.1 DUTY OF CARE. Ide will at all times perform his services hereunder honestly and in good faith, with sound business judgment using the level of care that a reasonably prudent person would use under the given circumstances to make informed decisions on Modavox's behalf. 4.2 DUTY OF LOYALTY. IDE will at all times perform his services hereunder without divided loyalties or obligations to any other person including, without limitation, to any person who may become an employer of Ide following the end of the Term. Accordingly, and without limiting the generality of the principle set forth in the preceding sentence, Ide will breach this Agreement if he does the following: (a) Without prior written notice and written consent of the Board of Directors, Ide accepts employment with any business, individual, partnership, corporation, trust, joint venture, unincorporated association or other entity or person other than Modavox at any time during the Term. (b) During the Term, Ide will not become financially interested in (other than as a stockholder owning less than two percent (2%) of the outstanding capital stock of any publicly traded corporation) or directly associated with any other business or person engaged in a business that is involved in any business that is competitive with Modavox's business or activities without the prior written consent of Modavox. (c) During the Term, Ide will not, for any reason whatsoever, either alone or jointly with or on behalf of others, either directly or indirectly: (i) Divert or take away, or attempt to divert or take away, any of Modavox's customers or clients; (ii) Solicit the employment or engagement of, or otherwise entice away from the employment of Modavox or any affiliated entity, any person who is then employed by Modavox or any such affiliated entity, whether or not such person would commit any breach of said person's contract by reason of leaving the service of Modavox or any affiliated entity; or 3

(iii) Solicit the employment or engagement of any person who ceased being employed by Modavox or any affiliated entity, within six (6) months of Ide's solicitation. 5. EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT. Ide acknowledges and confirms his obligations with Modavox under the Employee Proprietary Information and Inventions Agreement executed by Modavox and Ide as of the date hereof (the "Nondisclosure Agreement"). 4

6. SUSPENSION/TERMINATION. 6.1 TERMINATION WITHOUT CAUSE. Modavox will have the unilateral right, at any time in the Modavox Board of Directors' sole and absolute discretion, to terminate Ide's employment by Modavox, without cause, and for any reason or for no reason (Modavox's "Termination Rights") upon written notice to Ide. Modavox's Termination Rights are not limited or restricted by, and will supersede, any policy of Modavox requiring or favoring continued employment of its employees during satisfactory performance, any seniority system or any procedure governing the manner in which Modavox's discretion is to be exercised. No exercise by Modavox of its Termination Rights will, under any circumstances, be deemed to constitute (i) a breach by Modavox of any term of this Agreement, express or implied (including without limitation a breach of any implied covenant of good faith and fair dealing), (ii) a wrongful discharge of Ide or a wrongful termination of Ide's employment by Modavox, (iii) a wrongful deprivation by Modavox of Ide's office (or authority, opportunities or other benefits relating thereto), or injury to reputation, or (iv) the breach by Modavox of any other duty or obligation, express or implied, which Modavox may owe to Ide pursuant to any principle or provision of law (whether contract or tort), unless Modavox's determination to terminate Ide pursuant to this Section 6.1 will constitute a violation of any applicable federal, state or municipal statute, ordinance, rule or regulation, respecting which the parties may not contract otherwise. If Modavox elects to terminate Ide's employment pursuant to this Section 6.1, Modavox will have no obligation or liability to Ide pursuant to this Agreement except to pay, provided Ide executes and delivers to Modavox the Release and Waiver attached hereto as Exhibit A, to Ide the balance of the Salary due to Ide under Section 2.1 through the remainder of the Term, payable in accordance with Modavox's normal payroll practices, and a severance payment payable in one lump sum within thirty (30) days of Ide's termination, in an amount equal to two times Ide's most current annual base salary. Upon exercise of such Termination Right, Ide will have no further obligation to provide services to Modavox hereunder and Ide will be free to accept third-party employment. 6.2 TERMINATION BY IDE. Ide will have the right at any time to terminate his employment by Modavox, subject to delivery of a letter of resignation providing a minimum of thirty (30) days notice. If Ide terminates this Agreement as provided in this Section, Modavox will be obligated to pay Ide only the specified salary, bonuses, fringe benefits, expenses and vacation accrued through the date of termination. 6.3 DEATH. If Ide dies during the Term, Modavox will be obligated to pay to Ide's estate twelve (12) months salary in severance benefits, payable in twelve (12) monthly installments, unless Modavox has obtained, on Ide's behalf, a life insurance policy naming a beneficiary designated by Ide, providing for at least the same aggregate benefit. 5

6.4 DISABILITY. (a) If Ide is unable to perform fully his material obligations hereunder due to a long-term disability (as defined in Modavox's disability insurance policy), Modavox may terminate this Agreement on or after the date that Ide receives his first, periodic long-term disability payment from Modavox's insurance carrier. (b) If Modavox does not have a long-term disability policy covering Ide, and Ide is prevented from performing fully his material obligations hereunder by reason of the occurrence of a long-term disability for a period of twelve (12) consecutive weeks or sixteen (16) weeks in the aggregate within any given six (6) calendar month period, Modavox may terminate this Agreement by giving thirty (30) days prior written notice to Ide and by providing a total of twelve (12) months salary in severance benefits following the date of the termination notice, payable in twelve (12) monthly installments. An independent physician reasonably selected by Modavox will determine the existence of Ide's long-term disability. 6.5 TERMINATION FOR CAUSE. Modavox may terminate this Agreement immediately upon written notice to Ide for "Cause." For purposes of this Agreement, "Cause" means: (i) Ide's commission of a willful act of fraud or dishonesty, the purpose or effect of which materially and adversely affects Modavox; (ii) Ide's conviction of a felony (other than the first offense of driving under the influence following the date hereof) or any admission thereof (whether by plea of NOLO CONTENDERE or otherwise) or Ide's being determined by a governmental authority to have violated, or enjoined from violating, any federal or state securities law or; (iii) Ide's engaging in willful or reckless misconduct or gross negligence in connection with any property or activity of Modavox; or (iv) Ide's breach of any material covenant to Modavox relating to noncompetition, nonsolicitation, nondisclosure of proprietary information or surrender of records, inventions or patents. In the event of Ide's termination for Cause, Modavox is obligated to pay Ide only the specified salary, bonuses, fringe benefits, expenses and vacation accrued through the date of termination. 6

7. EQUITABLE RELIEF FOR BREACH. Ide acknowledges that a violation of any of the provisions of Sections 4 and 5 will cause Modavox irreparable injury and damage, the exact amount of which may be impossible to ascertain and that, for such reason, among others, Modavox will be entitled, in addition to the remedy set forth at Section 9, to seek injunctive relief, both PENDENT LITE and permanently, against Ide to restrain any further violation of such provisions. Ide hereby (i) consents to any initiation by Modavox in a court of competent jurisdiction of any action to enjoin immediately the breach of Sections 4 and 5, and (ii) hereby releases Modavox from the requirement of posting any bond in connection with temporary or interlocutory injunctive relief, to the extent permitted by law. This provision will not, however, be construed as a waiver of any other rights and remedies Modavox may have against Ide, including, but not limited to, the recovery for damages. 8. BREACH BY MODAVOX. If Modavox breaches this Agreement, Ide will give Modavox written notice thereof. If Modavox does not cure such breach within thirty (30) days of receiving written notice thereof, Ide's remedy will be limited to compulsory arbitration as set forth at Section 9; provided, however, the foregoing will not be deemed a waiver of Ide's statutory or common law right to discontinue rendering services hereunder in the event of a material breach by Modavox of this Agreement. 9. COMPULSORY ARBITRATION. Except as provided in Section 7, any controversy, claim and/or dispute arising out of or relating to this Agreement or the breach hereof or subject matter hereof (including any action in tort) will be finally and fully settled by arbitration in Maricopa County, Arizona in accordance with the then-existing Commercial Arbitration Rules of the American Arbitration Association (the "AAA"), and judgment upon the award rendered by the arbitrators may be entered in any court having applicable jurisdiction. Written notice of demand for arbitration will be given to the other parties and to the AAA within six (6) months after the controversy, claim or dispute has arisen or be barred, and in no event after the date when the institution of court proceedings based on such dispute would be barred by the applicable statute of limitations. Controversies, claims and/or disputes will be resolved by one arbitrator selected by the mutual agreement of the parties or, failing that agreement within forty-five (45) days after written notice demanding arbitration, by the AAA. There will be limited discovery prior to the arbitration hearing as follows: (i) exchange of witness lists and copies of documentary evidence and documents related to or arising out of the issues to be arbitrated, and (ii) depositions of all Party witnesses. Depositions will be conducted in accordance with the rules or code of Civil Procedure of the jurisdiction in which the arbitration is conducted, and a court reporter will record all hearings, with such record constituting the official transcript of such proceedings. All decisions of the arbitrator will be in writing, and the arbitrator will provide reasons for the decision. Each party shall bear its own respective attorney's fees and costs in accordance with any dispute or arbitration. 7

10. MISCELLANEOUS. 10.1 OBLIGATIONS TO OTHER COMPANIES. Ide certifies that his employment with Modavox will not breach any existing agreement or covenant that Ide has signed with any other person or entity, or violate any legal duty that Ide owes to such other person or entity. Ide will not disclose to Modavox, or use on Modavox's behalf, any trade secrets or proprietary information belonging to any of Ide's prior employers or any other person or entity. 10.2 ASSIGNMENT. This Agreement will not be assignable, in whole or in part, by either party without the written consent of the other party, except that Modavox may, without the consent of Ide, assign this Agreement upon the consummation of (i) a merger or consolidation of Modavox with any other corporation or entity or any other form of business combination pursuant to which the outstanding stock of Modavox is exchanged for cash, securities or other property paid, issued or caused to be issued by the surviving or acquiring corporation or entity; or (ii) a sale, transfer or lease by Modavox of all, or substantially all, of Modavox's assets. 8

10.3 NOTICES. All notices and other communications required or permitted under this Agreement will be delivered to the parties at the address set forth below their respective signature blocks, or at such other address that they hereafter designate by notice to all other parties in accordance with this Section. All notices and communications will be deemed to be received in accordance with the following: (i) in the case of personal delivery, on the date of such delivery; (ii) in the case of facsimile transmission, on the date on which the sender receives confirmation by facsimile transmission that such notice was received by the addressee, provided that a copy of such transmission is additionally sent by mail as set forth in (iv) below; (iii) in the case of overnight air courier, on the second business day following the day sent, with receipt confirmed by the courier; and (iv) in the case of mailing by first class certified mail, postage prepaid, return receipt requested, on the fifth business day following such mailing. 10.4 GOVERNING LAW. This Agreement will be deemed to have been executed in the State of Arizona and will be governed and construed as to both substantive and procedural matters in accordance with the laws of the State of Arizona, but excepting (i) any State of Arizona rule which would result in judicial failure to enforce the arbitration provisions of Section 9 hereof or any portion thereof and (ii) any State of Arizona rule which would result in the application of the law of a jurisdiction other than the State of Arizona. Any dispute arising from this Agreement must be filed in Maricopa County, Arizona. 10.5 COMPLETE AGREEMENT. This Agreement, along with the Ide Promissory Note and the Nondisclosure Agreement, contains the entire agreement of the parties relating to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, with respect to such subject matter, and the Parties have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein. If a conflict is determined to exist among any of the aforementioned agreements, the terms of this Agreement will control. 10.6 AMENDMENT. This Agreement may not be amended, modified, superseded, canceled or terminated, and any of the matters, covenants, representations, warranties or conditions hereof may not be waived, except by written instrument executed by the Parties or, in the case of a waiver, by the Party to be charged with such waiver. 10.7 COUNTERPARTS. This Agreement may be executed by any one or more of the Parties in any number of counterparts, each of which will be deemed to be an original, but all such counterparts will together constitute one and the same instrument. 9

10.8 WAIVER. The failure of a Party to insist upon strict adherence to any term, condition or other provision of this Agreement will not be considered a waiver or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term, condition or other provision of this Agreement. 10.9 HEADINGS. The headings of this Agreement are solely for convenience of reference and will not affect its interpretation. 10.10 INDEMNITY. Modavox will indemnify and hold harmless Ide from and against any and all liability, costs, damages and expenses (including reasonable attorneys' fees and court costs) which Ide may sustain or suffer by reason of any third Party claim which is not caused by a breach by Ide hereunder. 10.11 SEVERABILITY. If any one clause or part of this Agreement is deemed invalid, unenforceable or illegal by the arbitrators or court of competent jurisdiction, then it is severed from this Agreement and the rest of this Agreement remains in full force and effect. Ide acknowledges the uncertainty of the law in this respect and expressly stipulates that this Agreement be given the construction which renders its provisions valid and enforceable to the maximum extent possible under applicable law. 10.12 FURTHER ASSURANCES. The Parties will sign such other instruments, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their vote and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement. 10.13 IDE ACKNOWLEDGES THAT HE HAS HAD THE OPPORTUNITY TO CONSULT WITH THE ADVISOR OF HIS CHOICE AND THAT HE HAS FREELY AND VOLUNTARILY ENTERED INTO THIS AGREEMENT. MODAVOX ACKNOWLEDGES THAT IDE IS A LICENSED ATTORNEY, THAT IDE DRAFTED THIS AGREEMENT WITH MODAVOX'S FULL KNOWLEDGE AND CONSENT AND THAT MODAVOX HAS HAD THE OPPORTUNITY TO CONSULT WITH THE ADVISOR OF ITS CHOICE AND THAT IT HAS FREELY AND VOLUNTARILY ENTERED INTO THIS AGREEMENT. 10

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. Modavox: MODAVOX, INC. Nathan T. Bradley Ide: David J. Ide 11

NONDISCLOSURE AGREEMENT June 14, 2005 Modavox, Inc. 2801 South Fair Lane Suite 101 Tempe, AZ 85282 RE: Employee Proprietary Information And Inventions Agreement To Whom It May Concern: The following confirms my Agreement and understanding with Modavox, Inc., a Delaware corporation, which is a material part of the consideration for my employment by Modavox. Capitalized terms not otherwise defined herein have the meaning set forth at the end of this Agreement. 1. Modavox possesses and will possess Proprietary Information (as hereinafter defined) and Documentation (as hereinafter defined) which is important to its Business (as hereinafter defined). 2. My employment creates a relationship of confidence and trust between Modavox and me with respect to Proprietary Information (i) applicable to the Business; or (ii) applicable to the business of any customer of Modavox; or (iii) which Modavox is under a contractual obligation to keep confidential which may be made known to me by Modavox or by any customer of Modavox, or learned by me during the period of my employment. 3. The Proprietary Information, whether now or hereafter furnished to me in whole or in part, is confidential. Modavox's business and prospects could be damaged if the Proprietary Information is disclosed to third parties without Modavox's consent. 4. As a condition to sharing with me, whether in writing or orally, Proprietary Information, in consideration of my employment by Modavox and the compensation received by me from Modavox from time to time, I hereby acknowledge and agree as follows: (a) All Proprietary Information and all intellectual property rights associated therewith ("Rights") are the sole property of Modavox. I assign to Modavox any Rights I may have or acquire in such Proprietary Information. At all times, both during my employment by Modavox and after its termination, I will keep in confidence and trust and will not use or disclose (or permit the use or disclosure of) any Proprietary Information or anything relating to it for a purpose detrimental to the Business and without the prior written consent of Modavox except as may be necessary and appropriate in the ordinary course of performing my duties to Modavox. 12

(b) All Documentation constitutes the sole property of Modavox. During my employment by Modavox, I will not remove any Documentation from the business premises of Modavox or deliver any Documentation to any person or entity outside Modavox for a purpose detrimental to the Business and except as I am required to do in connection with performing the duties of my employment. Immediately upon the termination of my employment by me or by Modavox for any reason, or during my employment if so requested by Modavox, I will return all Documentation, equipment and other physical property, or any reproduction of such property, excepting only (i) my personal copies of records relating to my compensation; (ii) my personal copies of any materials previously distributed generally to stockholders of Modavox; and (iii) my copy of this Agreement. (c) I will promptly disclose in writing to my immediate supervisor or to any persons designated by Modavox, all Inventions (as hereinafter defined) related to the Business made or conceived or reduced to practice or developed by me, either alone or jointly with others, during the term of my employment. I will not disclose Inventions covered by this Agreement to any person outside Modavox unless I am requested to do so by its duly authorized officers. All Inventions related to Modavox's Business which I make, conceive, reduce to practice or develop (in whole or in part, either alone or jointly with others) during my employment belong solely to Modavox to the maximum extent permitted by applicable law, and I assign such Inventions and all Rights therein to Modavox and Modavox is the sole owner of all Rights in connection therewith. This Section 3(c) does not apply to inventions which qualify for protection under section 2870 of the Arizona Labor Code, but I bear the full burden of proving to Modavox that any such invention qualifies fully under Section 2870. (d) I will perform, during and after my employment, all reasonable acts deemed necessary or desirable by Modavox to permit and assist it, at Modavox's expense, in evidencing, perfecting, obtaining, maintaining, defending and enforcing Rights and/or my assignment with respect to such Inventions in any and all countries. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in legal proceedings. I hereby irrevocably designate and appoint Modavox and its duly authorized officers and agents, as my agents and attorneys-in-fact to act for and in my behalf and instead of me, to sign and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effect as if signed by me. 13

(e) I have attached hereto, as Attachment A, a complete list of all existing Inventions to which I claim ownership as of the date of this Agreement which are related to the Business and that I desire to specifically clarify are not subject to this Agreement. (f) My performance of all the terms of this Agreement will not breach any Agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by Modavox. I have not entered into, nor will I enter into, any Agreement either written or oral in conflict herewith or in conflict with my employment with Modavox. (g) My obligation of secrecy and confidentiality with respect to Proprietary Information which constitutes trade secrets under the Uniform Trade Secrets Act (or other similar applicable law) will run for as long as such information remains a trade secret. My obligation of confidentiality with respect to Proprietary Information that is not covered under the Uniform Trade Secrets Act (or other similar applicable law), will run for three (3) years from the date my employment by Modavox ceases. (h) This Agreement is not an employment contract and, as an employee of Modavox, I have obligations to Modavox which are not set forth in this Agreement. (i) Any dispute in the meaning, effect or validity of this Agreement will be resolved in accordance with the laws of the State of Arizona without regard to the conflict of laws provisions thereof. (j) If one or more provisions of this Agreement are held to be illegal or unenforceable under applicable Arizona law, such illegal or unenforceable portion(s) will be limited or excluded from this Agreement to the minimum extent required so that this Agreement will otherwise remain in full force and effect and enforceable in accordance with its terms. (k) Wrongful disclosure or use of Proprietary Information in contravention of the provisions of this Agreement will give rise to irreparable injuries not adequately compensable in damages. If preliminary injunctive relief to maintain the status quo is required, Modavox may seek such relief from any court of competent jurisdiction. I am bound by any and all orders rendered by such court. 14

(l) No failure or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege. (m) No modification of this Agreement is valid unless made in writing and signed by me and a duly authorized officer of Modavox. (n) This Agreement will survive termination of my employment, regardless of the circumstances of such termination. (o) This Agreement is effective as of the first day of my employment by Modavox. (p) This Agreement is binding upon my heirs, executors, administrators or other legal representatives. (q) Notwithstanding the foregoing, nothing contained herein will prohibit me from disclosing to anyone the amount of my wages. (r) This Agreement constitutes the full, complete and exclusive Agreement between Modavox and me with regard to this Agreement's subject matter. These Agreements supersede any previous Agreements or representations, whether oral or written, express or implied between Modavox and me with respect to their subject matter. (s) The following terms have the following meanings: (i) "Business" means the actual business of Modavox on today's date, as well as any other business that Modavox acquires, develops or initiates during the term of this Agreement, including each of its current and future subsidiaries, affiliates, business units and divisions. (ii) "Documentation" means tangible paper or electronic media that contain or embody Proprietary Information or any other information concerning the business, operations or plans of Modavox, whether I or others have prepared such documents. By way of illustration but not limitation, Documentation includes blueprints, drawings, photographs, charts, graphs, notebooks, customer lists, computer disks, tapes or printouts, sound recordings and other printed, typewritten or handwritten documents, as well as samples, prototypes, models, products and the like. (iii) "Inventions" means all data, discoveries, designs, developments, formulae, ideas, improvements, inventions, know-how, processes, programs, and techniques, whether or not patentable or registerable under copyright, trademark or similar statutes, and all designs, trademarks and copyrightable works that I made or conceived or reduced to practice or learned, either alone or jointly with others, during the period of my employment which (A) are related or useful in Modavox's business, research, design, development, experimental production, financing, manufacturing, licensing, distribution or marketing activity, or (B) result from tasks Modavox assigned me, or (C) result from use of premises or equipment owned, leased or contracted for by Modavox. 15

(iv) "Proprietary Information" means information from which Modavox might derive economic value, actual or potential, from such information not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and which is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. By way of illustration but not limitation, Proprietary Information includes: (A) inventions, confidential knowledge, trade secrets, ideas, data, programs, works of authorship, know-how, improvements, discoveries, designs, techniques and sensitive information Modavox receives from its customers or receives from a third party under obligation to keep confidential; (B) technical information relating to Modavox's existing and future products and services, including, where appropriate and without limitation, software, firmware, information, patent disclosures, patent applications, development or experimental work, formulae, engineering or test data, models, techniques, processes and apparatus relating to the same disclosed by Modavox to me or obtained by me through observation or examination of information or developments; (C) confidential marketing information (including without limitation marketing strategies, customer names and requirements and product and services, prices, margins and costs); (D) confidential future product plans; (E) confidential financial information provided to me by Modavox; (F) personnel information (including without limitation employee compensation); (G) merger and acquisition strategies (including without limitation target lists); and (H) other confidential business information. 16

5. I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT ONE COUNTERPART WILL BE RETAINED BY MODAVOX AND THE OTHER COUNTERPART WILL BE RETAINED BY ME. Dated: June 14, 2005 David J. Ide Accepted and Agreed to: MODAVOX, INC. By: Nathan T. Bradley Its: Vice Chairman 17

ATTACHMENT A The following is a complete list of Inventions relevant to the subject matter of my employment by Modavox, Inc. relating to Modavox's Business that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my employment by Modavox that I desire to clarify are not subject to Modavox's Proprietary Information and Inventions Agreement. List of Inventions: None. I propose to bring to my employment the following materials and documents of a former employer: None.

EMPLOYMENT AGREEMENT This Employment Agreement, by and between MODAVOX, INC., a Delaware corporation ("Modavox") and Nathaniel Bradley ("Bradley"), is effective as of the date as of the date Certificate of Merger relating to the Merger of Kino Interactive, LLC into Modavox is filed with and accepted by the Delaware Secretary of State (the "Effective Date"). Modavox and Bradley are sometimes referred to individually as the "Party" and collectively as the "Parties." In consideration of the mutual benefits to be derived from this Agreement and of the representations, warranties, conditions and promises hereinafter contained, the Parties hereby agree as follows: 1. ENGAGEMENT. 1.1 EMPLOYMENT TERM. Modavox will employ Bradley and Bradley will accept such employment, for a period commencing on the Effective Date and ending on December 31, 2008 (the "Term"), unless sooner terminated under the circumstances set forth in Sections 6 and 8 below. 1.2 DUTIES AND RESPONSIBILITIES. During the Term and any extensions thereof, Modavox will employ Bradley as "Consultant", reporting directly to the Board of Directors. During the Term, Bradley will render nonexclusive services to Modavox and devote his time, effort and energies during business hours to his responsibilities for Modavox, and faithfully and to the best of his ability discharge those duties. 1.3 LOCATION. Bradley's services for Modavox will be based at Modavox's headquarters in Phoenix, Arizona unless otherwise approved by the Board of Directors. 2. COMPENSATION. 2.1 SALARY. Subject to the full and complete performance by Bradley of all of Bradley's material obligations hereunder, during the term of this Agreement, Modavox will pay to Bradley a base salary of fifty thousand dollars ($50,000) per annum. Bradley's salary will be payable in accordance with Modavox's customary payroll practices, which in no event will be less frequently than on a monthly basis. All salary payments made to Bradley will be subject to such deductions, withholdings and limitations as will from time to time be required by law, governmental regulations or orders. Salary and benefits will be reviewed at least annually by the Board of Directors for possible increases and/or bonuses, at the sole discretion of the Board.

2.2 FRINGE BENEFITS. During the term of this Agreement: (a) Bradley will be eligible to participate, in accordance with their terms, in all medical and health plans, life insurance and pension plans and such other employment benefits or programs that Modavox maintains for its executive employees from time to time (the "Plans"). (b) Until Modavox establishes a medical reimbursement plan, Modavox will pay the premiums associated with any medical and health insurance policy comparable to the policy currently in effect covering Bradley and his dependents if Bradley and his dependents are not able to participate in Modavox's medical and health plans. 2.3 PARTICIPATION IN DEFERRED COMPENSATION AND STOCK OPTION PLANS. Bradley shall be entitled to participate in all executive bonus plans and all employee qualified and non-qualified deferred compensation plans or supplemental income plans or programs maintained by Modavox, including any Section 401(k) plan adopted by Modavox, according to the terms and conditions thereof. Bradley shall also be entitled to participate in all stock option and other incentive plans, according to the terms and conditions thereof. 2.4 PAID VACATIONS. Bradley will be entitled to paid vacation in accordance with Modavox's vacation policy (including, without limitation, any restrictions on the amount of accrued time to be paid at the expiration of the Term), but in no event less than four (4) weeks per annum. 2.5 EXPENSES. In connection with Bradley's performance of Bradley's duties and obligations hereunder, Bradley will incur certain ordinary and necessary expenses of a business character including, without limitation, travel, meals and lodging. Modavox will reimburse Bradley for all such reasonable business expenses upon presentation of itemized statements therefor in accordance with Modavox's standard policies. With respect to business travel, Bradley will be treated no less favorably with respect to expenses than other Modavox executives. 3. RIGHT TO INSURE. Modavox will have the right to secure in its own name, or otherwise, and at its own expense, life, health, accident or other insurance covering Bradley and Bradley will have no right, title or interest in and to such insurance. Bradley will assist Modavox in procuring such insurance by submitting to examinations and by signing such applications and other instruments as may be required by the insurance carriers to which application is made for any such insurance. 2

4. FIDUCIARY OBLIGATIONS. Bradley acknowledges that, as an officer of Modavox, he will be bound to exercise his corporate powers as a fiduciary for the common benefit of all of Modavox's stockholders, to wit: 4.1 DUTY OF CARE. Bradley will at all times perform his services hereunder honestly and in good faith, with sound business judgment using the level of care that a reasonably prudent person would use under the given circumstances to make informed decisions on Modavox's behalf. 4.2 DUTY OF LOYALTY. BRADLEY will at all times perform his services hereunder without divided loyalties or obligations to any other person including, without limitation, to any person who may become an employer of Bradley following the end of the Term. Accordingly, and without limiting the generality of the principle set forth in the preceding sentence, Bradley will breach this Agreement if he does the following: (a) Without prior written notice and written consent of the Board of Directors, Bradley accepts employment with any business, individual, partnership, corporation, trust, joint venture, unincorporated association or other entity or person other than Modavox at any time during the Term. (b) During the Term, Bradley will not become financially interested in (other than as a stockholder owning less than two percent (2%) of the outstanding capital stock of any publicly traded corporation) or directly associated with any other business or person engaged in a business that is involved in any business that is competitive with Modavox's business or activities without the prior written consent of Modavox. (c) During the Term, Bradley will not, for any reason whatsoever, either alone or jointly with or on behalf of others, either directly or indirectly: (i) Divert or take away, or attempt to divert or take away, any of Modavox's customers or clients; (ii) Solicit the employment or engagement of, or otherwise entice away from the employment of Modavox or any affiliated entity, any person who is then employed by Modavox or any such affiliated entity, whether or not such person would commit any breach of said person's contract by reason of leaving the service of Modavox or any affiliated entity; or 3

(iii) Solicit the employment or engagement of any person who ceased being employed by Modavox or any affiliated entity, within six (6) months of Bradley's solicitation. 5. EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT. Bradley acknowledges and confirms his obligations with Modavox under the Employee Proprietary Information and Inventions Agreement executed by Modavox and Bradley as of the date hereof (the "Nondisclosure Agreement"). 6. SUSPENSION/TERMINATION. 6.1 TERMINATION WITHOUT CAUSE. Modavox will have the unilateral right, at any time in the Modavox Board of Directors' sole and absolute discretion, to terminate Bradley's employment by Modavox, without cause, and for any reason or for no reason (Modavox's "Termination Rights") upon written notice to Bradley. Modavox's Termination Rights are not limited or restricted by, and will supersede, any policy of Modavox requiring or favoring continued employment of its employees during satisfactory performance, any seniority system or any procedure governing the manner in which Modavox's discretion is to be exercised. No exercise by Modavox of its Termination Rights will, under any circumstances, be deemed to constitute (i) a breach by Modavox of any term of this Agreement, express or implied (including without limitation a breach of any implied covenant of good faith and fair dealing), (ii) a wrongful discharge of Bradley or a wrongful termination of Bradley's employment by Modavox, (iii) a wrongful deprivation by Modavox of Bradley's office (or authority, opportunities or other benefits relating thereto), or injury to reputation, or (iv) the breach by Modavox of any other duty or obligation, express or implied, which Modavox may owe to Bradley pursuant to any principle or provision of law (whether contract or tort), unless Modavox's determination to terminate Bradley pursuant to this Section 6.1 will constitute a violation of any applicable federal, state or municipal statute, ordinance, rule or regulation, respecting which the parties may not contract otherwise. If Modavox elects to terminate Bradley's employment pursuant to this Section 6.1, Modavox will have no obligation or liability to Bradley pursuant to this Agreement except to pay, provided Bradley executes and delivers to Modavox the Release and Waiver attached hereto as Exhibit A, to Bradley the balance of the Salary due to Bradley under Section 2.1 through the remainder of the Term, payable in accordance with Modavox's normal payroll practices, and a severance payment payable in one lump sum within thirty (30) days of Bradley's termination, in an amount equal to two times Bradley's most current annual base salary. Upon exercise of such Termination Right, Bradley will have no further obligation to provide services to Modavox hereunder and Bradley will be free to accept third-party employment. 4

6.2 TERMINATION BY BRADLEY. Bradley will have the right at any time to terminate his employment by Modavox, subject to delivery of a letter of resignation providing a minimum of thirty (30) days notice. If Bradley terminates this Agreement as provided in this Section, Modavox will be obligated to pay Bradley only the specified salary, bonuses, fringe benefits, expenses and vacation accrued through the date of termination. 6.3 DEATH. If Bradley dies during the Term, Modavox will be obligated to pay to Bradley's estate twelve (12) months salary in severance benefits, payable in twelve (12) monthly installments, unless Modavox has obtained, on Bradley's behalf, a life insurance policy naming a beneficiary designated by Bradley, providing for at least the same aggregate benefit. 6.4 DISABILITY. (a) If Bradley is unable to perform fully his material obligations hereunder due to a long-term disability (as defined in Modavox's disability insurance policy), Modavox may terminate this Agreement on or after the date that Bradley receives his first, periodic long-term disability payment from Modavox's insurance carrier. (b) If Modavox does not have a long-term disability policy covering Bradley, and Bradley is prevented from performing fully his material obligations hereunder by reason of the occurrence of a long-term disability for a period of twelve (12) consecutive weeks or sixteen (16) weeks in the aggregate within any given six (6) calendar month period, Modavox may terminate this Agreement by giving thirty (30) days prior written notice to Bradley and by providing a total of twelve (12) months salary in severance benefits following the date of the termination notice, payable in twelve (12) monthly installments. An independent physician reasonably selected by Modavox will determine the existence of Bradley's long-term disability. 6.5 TERMINATION FOR CAUSE. Modavox may terminate this Agreement immediately upon written notice to Bradley for "Cause." For purposes of this Agreement, "Cause" means: (i) Bradley's commission of a willful act of fraud or dishonesty, the purpose or effect of which materially and adversely affects Modavox; (ii) Bradley's conviction of a felony (other than the first offense of driving under the influence following the date hereof) or any admission thereof (whether by plea of NOLO CONTENDERE or otherwise) or Bradley's being determined by a governmental authority to have violated, or enjoined from violating, any federal or state securities law or; (iii) Bradley's engaging in willful or reckless misconduct or gross negligence in connection with any property or activity of Modavox; or (iv) Bradley's breach of any material covenant to Modavox relating to noncompetition, nonsolicitation, nondisclosure of proprietary information or surrender of records, inventions or patents. 5

In the event of Bradley's termination for Cause, Modavox is obligated to pay Bradley only the specified salary, bonuses, fringe benefits, expenses and vacation accrued through the date of termination. 7. EQUITABLE RELIEF FOR BREACH. Bradley acknowledges that a violation of any of the provisions of Sections 4 and 5 will cause Modavox irreparable injury and damage, the exact amount of which may be impossible to ascertain and that, for such reason, among others, Modavox will be entitled, in addition to the remedy set forth at Section 9, to seek injunctive relief, both PENDENT LITE and permanently, against Bradley to restrain any further violation of such provisions. Bradley hereby (i) consents to any initiation by Modavox in a court of competent jurisdiction of any action to enjoin immediately the breach of Sections 4 and 5, and (ii) hereby releases Modavox from the requirement of posting any bond in connection with temporary or interlocutory injunctive relief, to the extent permitted by law. This provision will not, however, be construed as a waiver of any other rights and remedies Modavox may have against Bradley, including, but not limited to, the recovery for damages. 8. BREACH BY MODAVOX. If Modavox breaches this Agreement, Bradley will give Modavox written notice thereof. If Modavox does not cure such breach within thirty (30) days of receiving written notice thereof, Bradley's remedy will be limited to compulsory arbitration as set forth at Section 9; provided, however, the foregoing will not be deemed a waiver of Bradley's statutory or common law right to discontinue rendering services hereunder in the event of a material breach by Modavox of this Agreement. 6

9. COMPULSORY ARBITRATION. Except as provided in Section 7, any controversy, claim and/or dispute arising out of or relating to this Agreement or the breach hereof or subject matter hereof (including any action in tort) will be finally and fully settled by arbitration in Maricopa County, Arizona in accordance with the then-existing Commercial Arbitration Rules of the American Arbitration Association (the "AAA"), and judgment upon the award rendered by the arbitrators may be entered in any court having applicable jurisdiction. Written notice of demand for arbitration will be given to the other parties and to the AAA within six (6) months after the controversy, claim or dispute has arisen or be barred, and in no event after the date when the institution of court proceedings based on such dispute would be barred by the applicable statute of limitations. Controversies, claims and/or disputes will be resolved by one arbitrator selected by the mutual agreement of the parties or, failing that agreement within forty-five (45) days after written notice demanding arbitration, by the AAA. There will be limited discovery prior to the arbitration hearing as follows: (i) exchange of witness lists and copies of documentary evidence and documents related to or arising out of the issues to be arbitrated, and (ii) depositions of all Party witnesses. Depositions will be conducted in accordance with the rules or code of Civil Procedure of the jurisdiction in which the arbitration is conducted, and a court reporter will record all hearings, with such record constituting the official transcript of such proceedings. All decisions of the arbitrator will be in writing, and the arbitrator will provide reasons for the decision. Each party shall bear its own respective attorney's fees and costs in accordance with any dispute or arbitration. 10. MISCELLANEOUS. 10.1 OBLIGATIONS TO OTHER COMPANIES. Bradley certifies that his employment with Modavox will not breach any existing agreement or covenant that Bradley has signed with any other person or entity, or violate any legal duty that Bradley owes to such other person or entity. Bradley will not disclose to Modavox, or use on Modavox's behalf, any trade secrets or proprietary information belonging to any of Bradley's prior employers or any other person or entity. 10.2 ASSIGNMENT. This Agreement will not be assignable, in whole or in part, by either party without the written consent of the other party, except that Modavox may, without the consent of Bradley, assign this Agreement upon the consummation of (i) a merger or consolidation of Modavox with any other corporation or entity or any other form of business combination pursuant to which the outstanding stock of Modavox is exchanged for cash, securities or other property paid, issued or caused to be issued by the surviving or acquiring corporation or entity; or (ii) a sale, transfer or lease by Modavox of all, or substantially all, of Modavox's assets. 7

10.3 NOTICES. All notices and other communications required or permitted under this Agreement will be delivered to the parties at the address set forth below their respective signature blocks, or at such other address that they hereafter designate by notice to all other parties in accordance with this Section. All notices and communications will be deemed to be received in accordance with the following: (i) in the case of personal delivery, on the date of such delivery; (ii) in the case of facsimile transmission, on the date on which the sender receives confirmation by facsimile transmission that such notice was received by the addressee, provided that a copy of such transmission is additionally sent by mail as set forth in (iv) below; (iii) in the case of overnight air courier, on the second business day following the day sent, with receipt confirmed by the courier; and (iv) in the case of mailing by first class certified mail, postage prepaid, return receipt requested, on the fifth business day following such mailing. 10.4 GOVERNING LAW. This Agreement will be deemed to have been executed in the State of Arizona and will be governed and construed as to both substantive and procedural matters in accordance with the laws of the State of Arizona, but excepting (i) any State of Arizona rule which would result in judicial failure to enforce the arbitration provisions of Section 9 hereof or any portion thereof and (ii) any State of Arizona rule which would result in the application of the law of a jurisdiction other than the State of Arizona. Any dispute arising from this Agreement must be filed in Maricopa County, Arizona. 10.5 COMPLETE AGREEMENT. This Agreement, along with the Bradley Promissory Note and the Nondisclosure Agreement, contains the entire agreement of the parties relating to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, with respect to such subject matter, and the Parties have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein. If a conflict is determined to exist among any of the aforementioned agreements, the terms of this Agreement will control. 10.6 AMENDMENT. This Agreement may not be amended, modified, superseded, canceled or terminated, and any of the matters, covenants, representations, warranties or conditions hereof may not be waived, except by written instrument executed by the Parties or, in the case of a waiver, by the Party to be charged with such waiver. 10.7 COUNTERPARTS. This Agreement may be executed by any one or more of the Parties in any number of counterparts, each of which will be deemed to be an original, but all such counterparts will together constitute one and the same instrument. 8

10.8 WAIVER. The failure of a Party to insist upon strict adherence to any term, condition or other provision of this Agreement will not be considered a waiver or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term, condition or other provision of this Agreement. 10.9 HEADINGS. The headings of this Agreement are solely for convenience of reference and will not affect its interpretation. 10.10 INDEMNITY. Modavox will indemnify and hold harmless Bradley from and against any and all liability, costs, damages and expenses (including reasonable attorneys' fees and court costs) which Bradley may sustain or suffer by reason of any third Party claim which is not caused by a breach by Bradley hereunder. 10.11 SEVERABILITY. If any one clause or part of this Agreement is deemed invalid, unenforceable or illegal by the arbitrators or court of competent jurisdiction, then it is severed from this Agreement and the rest of this Agreement remains in full force and effect. Bradley acknowledges the uncertainty of the law in this respect and expressly stipulates that this Agreement be given the construction which renders its provisions valid and enforceable to the maximum extent possible under applicable law. 10.12 FURTHER ASSURANCES. The Parties will sign such other instruments, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their vote and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement. 10.13 BRADLEY ACKNOWLEDGES THAT HE HAS HAD THE OPPORTUNITY TO CONSULT WITH THE ADVISOR OF HIS CHOICE AND THAT HE HAS FREELY AND VOLUNTARILY ENTERED INTO THIS AGREEMENT. MODAVOX ACKNOWLEDGES THAT BRADLEY IS A LICENSED ATTORNEY, THAT BRADLEY DRAFTED THIS AGREEMENT WITH MODAVOX'S FULL KNOWLEDGE AND CONSENT AND THAT MODAVOX HAS HAD THE OPPORTUNITY TO CONSULT WITH THE ADVISOR OF ITS CHOICE AND THAT IT HAS FREELY AND VOLUNTARILY ENTERED INTO THIS AGREEMENT. 9

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. Modavox: MODAVOX MEDIA GROUP, INC. By: David J. Ide Chief Executive Officer Bradley: Nathaniel Bradley 10

NONDISCLOSURE AGREEMENT 11

February 28, 2006 Modavox Media Group, Inc. 2617 South 46th Street Suite 300 Phoenix, AZ 85034 RE: Employee Proprietary Information And Inventions Agreement To Whom It May Concern: The following confirms my Agreement and understanding with Modavox Media Group, Inc., a Delaware corporation, which is a material part of the consideration for my employment by Modavox. Capitalized terms not otherwise defined herein have the meaning set forth at the end of this Agreement. 1. Modavox possesses and will possess Proprietary Information (as hereinafter defined) and Documentation (as hereinafter defined) which is important to its Business (as hereinafter defined). 2. My employment creates a relationship of confidence and trust between Modavox and me with respect to Proprietary Information (i) applicable to the Business; or (ii) applicable to the business of any customer of Modavox; or (iii) which Modavox is under a contractual obligation to keep confidential which may be made known to me by Modavox or by any customer of Modavox, or learned by me during the period of my employment. 3. The Proprietary Information, whether now or hereafter furnished to me in whole or in part, is confidential. Modavox's business and prospects could be damaged if the Proprietary Information is disclosed to third parties without Modavox's consent. 4. As a condition to sharing with me, whether in writing or orally, Proprietary Information, in consideration of my employment by Modavox and the compensation received by me from Modavox from time to time, I hereby acknowledge and agree as follows: (a) All Proprietary Information and all intellectual property rights associated therewith ("Rights") are the sole property of Modavox. I assign to Modavox any Rights I may have or acquire in such Proprietary Information. At all times, both during my employment by Modavox and after its termination, I will keep in confidence and trust and will not use or disclose (or permit the use or disclosure of) any Proprietary Information or anything relating to it for a purpose detrimental to the Business and without the prior written consent of Modavox except as may be necessary and appropriate in the ordinary course of performing my duties to Modavox.

(b) All Documentation constitutes the sole property of Modavox. During my employment by Modavox, I will not remove any Documentation from the business premises of Modavox or deliver any Documentation to any person or entity outside Modavox for a purpose detrimental to the Business and except as I am required to do in connection with performing the duties of my employment. Immediately upon the termination of my employment by me or by Modavox for any reason, or during my employment if so requested by Modavox, I will return all Documentation, equipment and other physical property, or any reproduction of such property, excepting only (i) my personal copies of records relating to my compensation; (ii) my personal copies of any materials previously distributed generally to stockholders of Modavox; and (iii) my copy of this Agreement. (c) I will promptly disclose in writing to my immediate supervisor or to any persons designated by Modavox, all Inventions (as hereinafter defined) related to the Business made or conceived or reduced to practice or developed by me, either alone or jointly with others, during the term of my employment. I will not disclose Inventions covered by this Agreement to any person outside Modavox unless I am requested to do so by its duly authorized officers. All Inventions related to Modavox's Business which I make, conceive, reduce to practice or develop (in whole or in part, either alone or jointly with others) during my employment belong solely to Modavox to the maximum extent permitted by applicable law, and I assign such Inventions and all Rights therein to Modavox and Modavox is the sole owner of all Rights in connection therewith. This Section 3(c) does not apply to inventions which qualify for protection under section 2870 of the Arizona Labor Code, but I bear the full burden of proving to Modavox that any such invention qualifies fully under Section 2870. (d) I will perform, during and after my employment, all reasonable acts deemed necessary or desirable by Modavox to permit and assist it, at Modavox's expense, in evidencing, perfecting, obtaining, maintaining, defending and enforcing Rights and/or my assignment with respect to such Inventions in any and all countries. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in legal proceedings. I hereby irrevocably designate and appoint Modavox and its duly authorized officers and agents, as my agents and attorneys-in-fact to act for and in my behalf and instead of me, to sign and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effect as if signed by me. 2

(e) I have attached hereto, as Attachment A, a complete list of all existing Inventions to which I claim ownership as of the date of this Agreement which are related to the Business and that I desire to specifically clarify are not subject to this Agreement. (f) My performance of all the terms of this Agreement will not breach any Agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by Modavox. I have not entered into, nor will I enter into, any Agreement either written or oral in conflict herewith or in conflict with my employment with Modavox. (g) My obligation of secrecy and confidentiality with respect to Proprietary Information which constitutes trade secrets under the Uniform Trade Secrets Act (or other similar applicable law) will run for as long as such information remains a trade secret. My obligation of confidentiality with respect to Proprietary Information that is not covered under the Uniform Trade Secrets Act (or other similar applicable law), will run for three (3) years from the date my employment by Modavox ceases. (h) This Agreement is not an employment contract and, as an employee of Modavox, I have obligations to Modavox which are not set forth in this Agreement. (i) Any dispute in the meaning, effect or validity of this Agreement will be resolved in accordance with the laws of the State of Arizona without regard to the conflict of laws provisions thereof. (j) If one or more provisions of this Agreement are held to be illegal or unenforceable under applicable Arizona law, such illegal or unenforceable portion(s) will be limited or excluded from this Agreement to the minimum extent required so that this Agreement will otherwise remain in full force and effect and enforceable in accordance with its terms. (k) Wrongful disclosure or use of Proprietary Information in contravention of the provisions of this Agreement will give rise to irreparable injuries not adequately compensable in damages. If preliminary injunctive relief to maintain the status quo is required, Modavox may seek such relief from any court of competent jurisdiction. I am bound by any and all orders rendered by such court. (l) No failure or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege. 3

(m) No modification of this Agreement is valid unless made in writing and signed by me and a duly authorized officer of Modavox. (n) This Agreement will survive termination of my employment, regardless of the circumstances of such termination. (o) This Agreement is effective as of the first day of my employment by Modavox. (p) This Agreement is binding upon my heirs, executors, administrators or other legal representatives. (q) Notwithstanding the foregoing, nothing contained herein will prohibit me from disclosing to anyone the amount of my wages. (r) This Agreement constitutes the full, complete and exclusive Agreement between Modavox and me with regard to this Agreement's subject matter. These Agreements supersede any previous Agreements or representations, whether oral or written, express or implied between Modavox and me with respect to their subject matter. (s) The following terms have the following meanings: (i) "Business" means the actual business of Modavox on today's date, as well as any other business that Modavox acquires, develops or initiates during the term of this Agreement, including each of its current and future subsidiaries, affiliates, business units and divisions. (ii) "Documentation" means tangible paper or electronic media that contain or embody Proprietary Information or any other information concerning the business, operations or plans of Modavox, whether I or others have prepared such documents. By way of illustration but not limitation, Documentation includes blueprints, drawings, photographs, charts, graphs, notebooks, customer lists, computer disks, tapes or printouts, sound recordings and other printed, typewritten or handwritten documents, as well as samples, prototypes, models, products and the like. (iii) "Inventions" means all data, discoveries, designs, developments, formulae, ideas, improvements, inventions, know-how, processes, programs, and techniques, whether or not patentable or registerable under copyright, trademark or similar statutes, and all designs, trademarks and copyrightable works that I made or conceived or reduced to practice or learned, either alone or jointly with others, during the period of my employment which (A) are related or useful in Modavox's business, research, design, development, experimental production, financing, manufacturing, licensing, distribution or marketing activity, or (B) result from tasks Modavox assigned me, or (C) result from use of premises or equipment owned, leased or contracted for by Modavox. 4

(iv) "Proprietary Information" means information from which Modavox might derive economic value, actual or potential, from such information not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and which is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. By way of illustration but not limitation, Proprietary Information includes: (A) inventions, confidential knowledge, trade secrets, ideas, data, programs, works of authorship, know-how, improvements, discoveries, designs, techniques and sensitive information Modavox receives from its customers or receives from a third party under obligation to keep confidential; (B) technical information relating to Modavox's existing and future products and services, including, where appropriate and without limitation, software, firmware, information, patent disclosures, patent applications, development or experimental work, formulae, engineering or test data, models, techniques, processes and apparatus relating to the same disclosed by Modavox to me or obtained by me through observation or examination of information or developments; (C) confidential marketing information (including without limitation marketing strategies, customer names and requirements and product and services, prices, margins and costs); (D) confidential future product plans; (E) confidential financial information provided to me by Modavox; (F) personnel information (including without limitation employee compensation); (G) merger and acquisition strategies (including without limitation target lists); and (H) other confidential business information. 5

5. I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT ONE COUNTERPART WILL BE RETAINED BY MODAVOX AND THE OTHER COUNTERPART WILL BE RETAINED BY ME.
Dated: February 28, 2006

/s/ Nathaniel Bradley -----------------------------Nathaniel Bradley

Accepted and Agreed to: MODAVOX MEDIA GROUP, INC. By: David J. Ide Chief Executive Officer 6

ATTACHMENT A The following is a complete list of Inventions relevant to the subject matter of my employment by Modavox Media Group, Inc. relating to Modavox's Business that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my employment by Modavox that I desire to clarify are not subject to Modavox's Proprietary Information and Inventions Agreement. List of Inventions: None. I propose to bring to my employment the following materials and documents of a former employer: None.

EMPLOYMENT AGREEMENT This Employment Agreement, by and between MODAVOX, INC., a Delaware corporation ("Modavox") and Sean D. Bradley ("Bradley"), is effective as of the date the Certificate of Merger relating to the merger of Kino Interactive, LLC into Modavox is filed with and accepted by the Delaware Secretary of State (the "Effective Date"). Modavox and Bradley are sometimes referred to individually as the "Party" and collectively as the "Parties." In consideration of the mutual benefits to be derived from this Agreement and of the representations, warranties, conditions and promises hereinafter contained, the Parties hereby agree as follows: 1. ENGAGEMENT. 1.1 EMPLOYMENT TERM. Modavox will employ Bradley and Bradley will accept such employment, for a period commencing on the Effective Date and ending on December 31, 2008 (the "Term"), unless sooner terminated under the circumstances set forth in Sections 6 and 8 below. 1.2 DUTIES AND RESPONSIBILITIES. During the Term and any extensions thereof, Modavox will employ Bradley in the capacity of Director of Technology or in such other capacity as the Board of Directors may determine from time to time, reporting directly to the Chief Executive Officer. Bradley will render exclusive services to Modavox and devote his full time, effort and energies during business hours to his responsibilities for Modavox, and faithfully and to the best of his ability discharge those duties. 1.3 LOCATION. Bradley's services for Modavox will be based at Modavox's headquarters in Phoenix, Arizona unless otherwise approved by the Chief Executive Officer. 2. COMPENSATION. 2.1 SALARY. Subject to the full and complete performance by Bradley of all of Bradley's material obligations hereunder, during the term of this Agreement, Modavox will pay to Bradley a base salary of eighty-five thousand dollars ($85,000) per annum. Bradley's salary will be payable in accordance with Modavox's customary payroll practices, which in no event will be less frequently than on a monthly basis. All salary payments made to Bradley will be subject to such deductions, withholdings and limitations as will from time to time be required by law, governmental regulations or orders. 2.2 FRINGE BENEFITS. Bradley shall be entitled to participate, in accordance with their terms, in all medical and health plans, life insurance and pension plans and such other employment benefits or programs that Modavox maintains for its executive employees from time to time.

2.3 PARTICIPATION IN DEFERRED COMPENSATION AND STOCK OPTION PLANS. Bradley shall be entitled to participate in all executive bonus plans and all employee qualified and non-qualified deferred compensation plans or supplemental income plans or programs maintained by Modavox, including any Section 401(k) plan adopted by Modavox, according to the terms and conditions thereof. Bradley shall also be entitled to participate in all stock option and other incentive plans, according to the terms and conditions thereof. 2.4 PAID VACATIONS. Bradley will be entitled to paid vacation in accordance with Modavox's vacation policy (including, without limitation, any restrictions on the amount of accrued time to be paid at the expiration of the Term). 2.5 EXPENSES. In connection with Bradley's performance of Bradley's duties and obligations hereunder, Bradley will incur certain ordinary and necessary expenses of a business character including, without limitation, travel (including mileage reimbursement), meals (excluding liquor), entertainment, lodging and cell phone expenses. Modavox will reimburse Bradley for all such reasonable business expenses within two (2) weeks following Bradley's presentation of itemized statements therefor in accordance with Modavox's standard policies. 3. FIDUCIARY OBLIGATIONS. Bradley acknowledges that, as an officer of Modavox, he will be bound to exercise his corporate powers as a fiduciary for the common benefit of all of Modavox's stockholders, to wit: 3.1 DUTY OF CARE. Bradley will at all times perform his services hereunder honestly and in good faith, with sound business judgment using the level of care that a reasonably prudent person would use under the given circumstances to make informed decisions on Modavox's behalf. 3.2 DUTY OF LOYALTY. BRADLEY will at all times perform his services hereunder without divided loyalties or obligations to any other person including, without limitation, to any person who may become an employer of Bradley following the end of the Term. Accordingly, and without limiting the generality of the principle set forth in the preceding sentence, Bradley will breach this Agreement if during the Term he does the following: (a) Without prior written notice and written consent of the Board of Directors, Bradley accepts employment with any business, individual, partnership, corporation, trust, joint venture, unincorporated association or other entity or person other than Modavox at any time during the Term. 2

(b) Bradley becomes financially interested in (other than as a stockholder owning less than two percent (2%) of the outstanding capital stock of any publicly traded corporation) or directly associated with any other business or person engaged in a business that is involved in any business that is competitive with Modavox's business or activities without the prior written consent of Modavox. (c) During the Term, Bradley, for any reason whatsoever, either alone or jointly with or on behalf of others, either directly or indirectly: (i) Diverts or takes away, or attempts to divert or take away, any of Modavox's customers or clients; (ii) Solicits the employment or engagement of, or otherwise entices away from the employment of Modavox or any affiliated entity, any person who is then employed by Modavox or any such affiliated entity, whether or not such person would commit any breach of said person's contract by reason of leaving the service of Modavox or any affiliated entity; or (iii) Solicits the employment or engagement of any person who ceased being employed by Modavox or any affiliated entity, within six (6) months of Bradley's solicitation. 4. EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT. Bradley acknowledges and confirms his obligations with Modavox under the Proprietary Information and Inventions Agreement attached hereto as Exhibit A executed by Modavox and Bradley as of the date hereof (the "Nondisclosure Agreement"). 5. SUSPENSION/TERMINATION. 5.1 DISABILITY. (a) If Bradley is unable to perform fully his material obligations hereunder due to a long-term disability (as defined in Modavox's disability insurance policy), Modavox may terminate this Agreement on or after the date that Bradley receives his first, periodic long-term disability payment from Modavox's insurance carrier. 3

(b) If Modavox does not have a long-term disability policy covering Bradley, and Bradley is prevented from performing fully his material obligations hereunder by reason of the occurrence of a long-term disability for a period of twelve (12) consecutive weeks or sixteen (16) weeks in the aggregate within any given six (6) calendar month period, Modavox may terminate this Agreement by giving thirty (30) days prior written notice to Bradley and by providing a total of twelve (12) months salary in severance benefits following the date of the termination notice, payable in accordance with Modavox's normal payroll policies but in no event in less than twelve (12) monthly installments. An independent physician reasonably selected by Modavox will determine the existence of Bradley's long-term disability. 5.2 TERMINATION FOR CAUSE. (a) Modavox may terminate this Agreement immediately upon written notice to Bradley for "Cause." For purposes of this Agreement, "Cause" means: (i) Bradley's commission of a willful act of fraud or dishonesty, the purpose or effect of which materially and adversely affects Modavox; (ii) Bradley's conviction of a felony (other than the first offense of driving under the influence following the date hereof) or any admission thereof (whether by plea of NOLO CONTENDERE or otherwise) or Bradley's being determined by a governmental authority to have violated, or enjoined from violating, any federal or state securities law; or (iii) Bradley's breach of any material covenant to Modavox relating to noncompetition, nonsolicitation, nondisclosure of proprietary information or surrender of records, inventions or patents; (iv) Bradley's misconduct or negligence, including conduct detrimental to SurfNet, its reputation, properties, operations or activities; or (v) Bradley's unwillingness or inability to adequately perform his job duties, or insubordination. (b) In the event of Bradley's termination for Cause, Modavox is obligated to pay Bradley only the specified salary, bonuses, fringe benefits, expenses and vacation accrued through the date of termination. 6. EQUITABLE RELIEF FOR BREACH. Bradley acknowledges that a violation of any of the provisions of Sections 4 and 5 will cause Modavox irreparable injury and damage, the exact amount of which may be impossible to ascertain and that, for such reason, among others, Modavox will be entitled, in addition to the remedy set forth at Section 8, to seek injunctive relief, both PENDENT LITE and permanently, against Bradley to restrain any further violation of such provisions. Bradley hereby (i) consents to any initiation by Modavox in a court of competent jurisdiction of any action to enjoin immediately the breach of Sections 4 and 5, and (ii) hereby releases Modavox from the requirement of posting any bond in connection with temporary or interlocutory injunctive relief, to the extent permitted by law. This provision will not, however, be construed as a waiver of any other rights and remedies Modavox may have against Bradley, including, but not limited to, the recovery for damages. 4

7. BREACH BY MODAVOX. If Modavox breaches this Agreement, Bradley will give Modavox written notice thereof. If Modavox does not cure such breach within thirty (30) days of receiving written notice thereof, Bradley's remedy will be limited to compulsory arbitration as set forth at Section 8; provided, however, the foregoing will not be deemed a waiver of Bradley's statutory or common law right to discontinue rendering services hereunder in the event of a material breach by Modavox of this Agreement. 8. COMPULSORY ARBITRATION. Except as provided in Section 6, any controversy, claim and/or dispute arising out of or relating to this Agreement or the breach hereof or subject matter hereof (including any action in tort) will be finally and fully settled by arbitration in Maricopa County, Arizona in accordance with the then-existing Commercial Arbitration Rules of the American Arbitration Association (the "AAA"), and judgment upon the award rendered by the arbitrators may be entered in any court having applicable jurisdiction. Written notice of demand for arbitration will be given to the other Party and to the AAA within six (6) months after the controversy, claim or dispute has arisen or be barred, and in no event after the date when the institution of court proceedings based on such dispute would be barred by the applicable statute of limitations. Controversies, claims and/or disputes will be resolved by one arbitrator selected by the mutual agreement of the Parties or, failing that agreement within forty-five (45) days after written notice demanding arbitration, by the AAA. There will be limited discovery prior to the arbitration hearing as follows: (i) exchange of witness lists and copies of documentary evidence and documents related to or arising out of the issues to be arbitrated, and (ii) depositions of all Party witnesses. Depositions will be conducted in accordance with the rules or code of Civil Procedure of the jurisdiction in which the arbitration is conducted, and a court reporter will record all hearings, with such record constituting the official transcript of such proceedings. All decisions of the arbitrator will be in writing, and the arbitrator will provide reasons for the decision. Each Party shall bear its own respective attorney's fees and costs in accordance with any dispute or arbitration. 5

9. MISCELLANEOUS. 9.1 OBLIGATIONS TO OTHER COMPANIES. Bradley certifies that his employment with Modavox will not breach any existing agreement or covenant that Bradley has signed with any other person or entity, or violate any legal duty that Bradley owes to such other person or entity. Bradley will not disclose to Modavox, or use on Modavox's behalf, any trade secrets or proprietary information belonging to any of Bradley's prior employers or any other person or entity. 9.2 ASSIGNMENT. This Agreement will not be assignable, in whole or in part, by either Party without the written consent of the other Party, except that Modavox may, without the consent of Bradley, assign this Agreement upon the consummation of (i) a merger or consolidation of Modavox with any other corporation or entity or any other form of business combination pursuant to which the outstanding stock of Modavox is exchanged for cash, securities or other property paid, issued or caused to be issued by the surviving or acquiring corporation or entity; or (ii) a sale, transfer or lease by Modavox of all, or substantially all, of Modavox's assets. 9.3 NOTICES. All notices and other communications required or permitted under this Agreement will be delivered to the Parties at the address set forth below their respective signature blocks, or at such other address that they hereafter designate by notice to the other Party in accordance with this Section. All notices and communications will be deemed to be received in accordance with the following: (i) in the case of personal delivery, on the date of such delivery; (ii) in the case of facsimile transmission, on the date on which the sender receives confirmation by facsimile transmission that such notice was received by the addressee, provided that a copy of such transmission is additionally sent by mail as set forth in (iv) below; (iii) in the case of overnight air courier, on the second business day following the day sent, with receipt confirmed by the courier; and (iv) in the case of mailing by first class certified mail, postage prepaid, return receipt requested, on the fifth business day following such mailing. 9.4 GOVERNING LAW. This Agreement will be deemed to have been executed in the State of Arizona and will be governed and construed as to both substantive and procedural matters in accordance with the laws of the State of Arizona, but excepting (i) any State of Arizona rule which would result in judicial failure to enforce the arbitration provisions of Section 8 hereof or any portion thereof and (ii) any State of Arizona rule which would result in the application of the law of a jurisdiction other than the State of Arizona. Any dispute arising from this Agreement must be filed in Maricopa County, Arizona. 6

9.5 COMPLETE AGREEMENT. This Agreement, along with the Bradley Promissory Note and the Nondisclosure Agreement, contains the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, with respect to such subject matter, and the Parties have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein. If a conflict is determined to exist among any of the aforementioned agreements, the terms of this Agreement will control. 9.6 AMENDMENT. This Agreement may not be amended, modified, superseded, canceled or terminated, and any of the matters, covenants, representations, warranties or conditions hereof may not be waived, except by written instrument executed by the Parties or, in the case of a waiver, by the Party to be charged with such waiver. 9.7 COUNTERPARTS. This Agreement may be executed by any one or more of the Parties in any number of counterparts, each of which will be deemed to be an original, but all such counterparts will together constitute one and the same instrument. 9.8 WAIVER. The failure of a Party to insist upon strict adherence to any term, condition or other provision of this Agreement will not be considered a waiver or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term, condition or other provision of this Agreement. 9.9 HEADINGS. The headings of this Agreement are solely for convenience of reference and will not affect its interpretation. 9.10 INDEMNITY. Modavox will indemnify and hold harmless Bradley from and against any and all liability, costs, damages and expenses (including reasonable attorneys' fees and court costs) which Bradley may sustain or suffer by reason of any third-party claim which is not caused by a breach by Bradley hereunder. 9.11 SEVERABILITY. If any one clause or part of this Agreement is deemed invalid, unenforceable or illegal by the arbitrators or court of competent jurisdiction, then it is severed from this Agreement and the rest of this Agreement remains in full force and effect. Bradley acknowledges the uncertainty of the law in this respect and expressly stipulates that this Agreement be given the construction which renders its provisions valid and enforceable to the maximum extent possible under applicable law. 9.12 FURTHER ASSURANCES. The Parties will sign such other instruments, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their vote and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement. 7

9.13 BRADLEY ACKNOWLEDGES THAT THE DRAFTER OF THIS AGREEMENT IS A LICENSED ATTORNEY, THAT SUCH PERSON DRAFTED THIS AGREEMENT WITH BRADLEY'S FULL KNOWLEDGE AND CONSENT AND THAT BRADLEY HAS HAD THE OPPORTUNITY TO CONSULT WITH THE ADVISOR OF HIS CHOICE AND THAT HE HAS FREELY AND VOLUNTARILY ENTERED INTO THIS AGREEMENT. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. Modavox: MODAVOX, INC. By: David J. Ide Chief Executive Officer Bradley: Sean D. Bradley 8

EXHIBIT A PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT 9

PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT This Proprietary Information and Inventions Agreement by and between MODAVOX , INC., a Delaware corporation ("Modavox") and Sean D. Bradley ("Bradley"), is effective as of the date the Certificate of Merger relating to the merger of Kino Interactive, LLC into Modavox is filed with and accepted by the Delaware Secretary of State (the "Effective Date"). Modavox and Bradley are sometimes referred to individually as the "Party" and collectively as the "Parties." Capitalized terms not otherwise defined herein have the meaning set forth at the end of this Agreement. In consideration of the mutual benefits to be derived from this Agreement, which is a material part of the consideration for Bradley's employment by Modavox, and of the representations, warranties, conditions and promises hereinafter contained, the Parties hereby agree as follows: 1. Modavox possesses and will possess Proprietary Information (as hereinafter defined) and Documentation (as hereinafter defined) which is important to its Business (as hereinafter defined). 2. Bradley's employment creates a relationship of confidence and trust between Modavox and Bradley with respect to Proprietary Information (i) applicable to the Business; or (ii) applicable to the business of any customer of Modavox; or (iii) which Modavox is under a contractual obligation to keep confidential which may be made known to Bradley by Modavox or by any customer of Modavox, or learned by Bradley during the period of Bradley's employment. 3. The Proprietary Information, whether now or hereafter furnished to Bradley in whole or in part, is confidential. Modavox's business and prospects could be damaged if the Proprietary Information is disclosed to third parties without Modavox's consent. 4. As a condition to sharing with Bradley, whether in writing or orally, Proprietary Information, in consideration of Bradley's employment by Modavox and the compensation received by Bradley from Modavox from time to time, Bradley hereby acknowledges and agrees as follows: (a) All Proprietary Information and all intellectual property rights associated therewith ("Rights") are the sole property of Modavox. Bradley assigns to Modavox any Rights Bradley may have or acquire in such Proprietary Information. At all times, both during Bradley's employment by Modavox and after its termination, Bradley will keep in confidence and trust and will not use or disclose (or permit the use or disclosure of) any Proprietary Information or anything relating to it for a purpose detrimental to the Business and without the prior written consent of Modavox except as may be necessary and appropriate in the ordinary course of performing Bradley's duties to Modavox. 10

(b) All Documentation constitutes the sole property of Modavox. During Bradley's employment by Modavox, Bradley will not remove any Documentation from the business premises of Modavox or deliver any Documentation to any person or entity outside Modavox for a purpose detrimental to the Business and except as Bradley may be required to do in connection with performing the duties of Bradley's employment. Immediately upon the termination of Bradley's employment for any reason, or during Bradley's employment if so requested by Modavox, Bradley will return all Documentation, equipment and other physical property, or any reproduction of such property, excepting only (i) Bradley's personal copies of records relating to Bradley's compensation; (ii) Bradley's personal copies of any materials previously distributed generally to stockholders of Modavox; and (iii) Bradley's copy of this Agreement. (c) Bradley will promptly disclose in writing to Bradley's immediate supervisor or to any persons designated by Modavox, all Inventions (as hereinafter defined) related to the Business made or conceived or reduced to practice or developed by Bradley, either alone or jointly with others, during the term of Bradley's employment. Bradley will not disclose Inventions covered by this Agreement to any person outside Modavox unless Bradley is requested to do so by his duly authorized supervisor. All Inventions related to Modavox's Business which Bradley makes, conceives, reduces to practice or develops (in whole or in part, either alone or jointly with others) during Bradley's employment belong solely to Modavox to the maximum extent permitted by applicable law, and Bradley assigns such Inventions and all Rights therein to Modavox and Modavox is the sole owner of all Rights in connection therewith. (d) Bradley will perform, during and after Bradley's employment, all reasonable acts deemed necessary or desirable by Modavox to permit and assist it, at Modavox's expense, in evidencing, perfecting, obtaining, maintaining, defending and enforcing Rights and/or Bradley's assignment with respect to such Inventions in any and all countries. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in legal proceedings. Bradley hereby irrevocably designates and appoints Modavox and its duly authorized officers and agents, as Bradley's agents and attorneys-in-fact to act for and in Bradley's behalf and instead of Bradley, to sign and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effect as if signed by Bradley. (e) Bradley has attached hereto, as Attachment A, a complete list of all existing Inventions to which Bradley claims ownership as of the date of this Agreement which are related to the Business and that Bradley desires to specifically clarify are not subject to this Agreement. (f) Bradley's performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by Bradley in confidence or in trust prior to Bradley's employment by Modavox. Bradley has not entered into, nor will Bradley enter into, any Agreement either written or oral in conflict herewith or in conflict with Bradley's employment with Modavox. 11

(g) Bradley's obligation of secrecy and confidentiality with respect to Proprietary Information which constitutes trade secrets under the Uniform Trade Secrets Act (or other similar applicable law) will run for as long as such information remains a trade secret. Bradley's obligation of confidentiality with respect to Proprietary Information that is not covered under the Uniform Trade Secrets Act (or other similar applicable law), will run for three (3) years from the date Bradley's employment by Modavox ceases. (h) This Agreement is not an employment contract and, as an employee of Modavox, Bradley has obligations to Modavox which are not set forth in this Agreement. (i) Any dispute in the meaning, effect or validity of this Agreement will be resolved in accordance with the laws of the State of Arizona without regard to the conflict of laws provisions thereof. (j) If one or more provisions of this Agreement are held to be illegal or unenforceable under applicable Arizona law, such illegal or unenforceable portion(s) will be limited or excluded from this Agreement to the minimum extent required so that this Agreement will otherwise remain in full force and effect and enforceable in accordance with its terms. (k) Wrongful disclosure or use of Proprietary Information in contravention of the provisions of this Agreement will give rise to irreparable injuries not adequately compensable in damages. If preliminary injunctive relief to maintain the status quo is required, Modavox may seek such relief from any court of competent jurisdiction. Bradley is bound by any and all orders rendered by such court. (l) No failure or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege. (m) No modification of this Agreement is valid unless made in writing and signed by Bradley and a duly authorized officer of Modavox. (n) This Agreement will survive termination of Bradley's employment, regardless of the circumstances of such termination. (o) This Agreement is effective as of the first day of Bradley's employment by Modavox. (p) This Agreement is binding upon Bradley's heirs, executors, administrators or other legal representatives. 12

(q) Notwithstanding the foregoing, nothing contained herein will prohibit Bradley from disclosing to anyone the amount of Bradley's wages. (r) This Agreement constitutes the full, complete and exclusive Agreement between Modavox and Bradley with regard to this Agreement's subject matter. This Agreement supersedes any previous agreements or representations, whether oral or written, express or implied between Modavox and Bradley with respect to their subject matter. (s) The following terms have the following meanings: (i) "Business" means the actual business of Modavox on today's date, as well as any other business that Modavox acquires, develops or initiates during the term of this Agreement, including each of its current and future subsidiaries, affiliates, business units and divisions. (ii) "Documentation" means tangible paper or electronic media that contain or embody Proprietary Information or any other information concerning the business, operations or plans of Modavox, whether Bradley or others have prepared such documents. By way of illustration but not limitation, Documentation includes blueprints, drawings, photographs, charts, graphs, notebooks, customer lists, computer disks, tapes or printouts, sound recordings and other printed, typewritten or handwritten documents, as well as samples, prototypes, models, products and the like. (iii) "Inventions" means all data, discoveries, designs, developments, formulae, ideas, improvements, inventions, know-how, processes, programs, and techniques, whether or not patentable or registerable under copyright, trademark or similar statutes, and all designs, trademarks and copyrightable works that Bradley made or conceived or reduced to practice or learned, either alone or jointly with others, during the period of Bradley's employment which (A) are related or useful in Modavox's business, research, design, development, experimental production, financing, manufacturing, licensing, distribution or marketing activity, or (B) result from tasks Modavox assigned Bradley, or (C) result from use of premises or equipment owned, leased or contracted for by Modavox. (iv) "Proprietary Information" means information from which Modavox might derive economic value, actual or potential, from such information not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and which is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. By way of illustration but not limitation, Proprietary Information includes: (A) inventions, confidential knowledge, trade secrets, ideas, data, programs, works of authorship, know-how, improvements, discoveries, designs, techniques and sensitive information Modavox receives from its customers or receives from a third party under obligation to keep confidential; (B) technical information relating to Modavox's existing and future products and services, including, where appropriate and without limitation, software, firmware, information, patent 13

disclosures, patent applications, development or experimental work, formulae, engineering or test data, models, techniques, processes and apparatus relating to the same disclosed by Modavox to Bradley or obtained by Bradley through observation or examination of information or developments; (C) confidential marketing information (including without limitation marketing strategies, customer names and requirements and product and services, prices, margins and costs); (D) confidential future product plans; (E) confidential financial information provided to Bradley by Modavox; (F) personnel information (including without limitation employee compensation); (G) merger and acquisition strategies (including without limitation target lists); and (H) other confidential business information. [Remainder of Page Left Intentionally Blank] 14

5. BRADLEY HAS READ THIS AGREEMENT CAREFULLY AND BRADLEY UNDERSTANDS AND ACCEPTS THE OBLIGATIONS WHICH IT IMPOSES UPON HIM WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO BRADLEY TO INDUCE BRADLEY TO SIGN THIS AGREEMENT. BRADLEY SIGNS THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT ONE COUNTERPART WILL BE RETAINED BY MODAVOX AND THE OTHER COUNTERPART WILL BE RETAINED BY BRADLEY. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. Modavox: MODAVOX, INC. By: David J. Ide Chief Executive Officer Bradley: Sean D. Bradley 15

ATTACHMENT A The following is a complete list of Inventions relevant to the subject matter of Bradley's employment by Modavox, Inc. relating to Modavox's Business that have been made or conceived or first reduced to practice by Bradley alone or jointly with others prior to Bradley's employment by Modavox that Bradley desire to clarify are not subject to Modavox's Proprietary Information and Inventions Agreement. List of Inventions: None. Bradley propose to bring to Bradley's employment the following materials and documents of a former employer: None. IN WITNESS WHEREOF, Bradley has executed this Attachment A to the Proprietary Information and Inventions Agreement with Modavox dated as of the date first above written. Bradley: Sean D. Bradley 16

EMPLOYMENT AGREEMENT This Employment Agreement, by and between MODAVOX, INC., a Delaware corporation ("Modavox") and James G. Crawford ("Crawford"), is effective as of the date the Certificate of Merger relating to the merger of Kino Interactive, LLC into Modavox is filed with and accepted by the Delaware Secretary of State (the "Effective Date"). Modavox and Crawford are sometimes referred to individually as the "Party" and collectively as the "Parties." In consideration of the mutual benefits to be derived from this Agreement and of the representations, warranties, conditions and promises hereinafter contained, the Parties hereby agree as follows: 1. ENGAGEMENT. 1.1 EMPLOYMENT TERM. Modavox will employ Crawford and Crawford will accept such employment, for a period commencing on the Effective Date and ending on December 31, 2008 (the "Term"), unless sooner terminated under the circumstances set forth in Sections 6 and 8 below. 1.2 DUTIES AND RESPONSIBILITIES. During the Term and any extensions thereof, Modavox will employ Crawford in the capacity of Director of Technology or in such other capacity as the Board of Directors may determine from time to time, reporting directly to the Chief Executive Officer. Crawford will render exclusive services to Modavox and devote his full time, effort and energies during business hours to his responsibilities for Modavox, and faithfully and to the best of his ability discharge those duties. 1.3 LOCATION. Crawford's services for Modavox will be based at Modavox's headquarters in Phoenix, Arizona unless otherwise approved by the Chief Executive Officer. 2. COMPENSATION. 2.1 SALARY. Subject to the full and complete performance by Crawford of all of Crawford's material obligations hereunder, during the term of this Agreement, Modavox will pay to Crawford a base salary of eightyfive thousand dollars ($85,000) per annum. Crawford's salary will be payable in accordance with Modavox's customary payroll practices, which in no event will be less frequently than on a monthly basis. All salary payments made to Crawford will be subject to such deductions, withholdings and limitations as will from time to time be required by law, governmental regulations or orders. 2.2 FRINGE BENEFITS. Crawford shall be entitled to participate, in accordance with their terms, in all medical and health plans, life insurance and pension plans and such other employment benefits or programs that Modavox maintains for its executive employees from time to time.

2.3 PARTICIPATION IN DEFERRED COMPENSATION AND STOCK OPTION PLANS. Crawford shall be entitled to participate in all executive bonus plans and all employee qualified and non-qualified deferred compensation plans or supplemental income plans or programs maintained by Modavox, including any Section 401(k) plan adopted by Modavox, according to the terms and conditions thereof. Crawford shall also be entitled to participate in all stock option and other incentive plans, according to the terms and conditions thereof. 2.4 PAID VACATIONS. Crawford will be entitled to paid vacation in accordance with Modavox's vacation policy (including, without limitation, any restrictions on the amount of accrued time to be paid at the expiration of the Term). 2.5 EXPENSES. In connection with Crawford's performance of Crawford's duties and obligations hereunder, Crawford will incur certain ordinary and necessary expenses of a business character including, without limitation, travel (including mileage reimbursement), meals (excluding liquor), entertainment, lodging and cell phone expenses. Modavox will reimburse Crawford for all such reasonable business expenses within two (2) weeks following Crawford's presentation of itemized statements therefor in accordance with Modavox's standard policies. 3. FIDUCIARY OBLIGATIONS. Crawford acknowledges that, as an officer of Modavox, he will be bound to exercise his corporate powers as a fiduciary for the common benefit of all of Modavox's stockholders, to wit: 3.1 DUTY OF CARE. Crawford will at all times perform his services hereunder honestly and in good faith, with sound business judgment using the level of care that a reasonably prudent person would use under the given circumstances to make informed decisions on Modavox's behalf. 3.2 DUTY OF LOYALTY. CRAWFORD will at all times perform his services hereunder without divided loyalties or obligations to any other person including, without limitation, to any person who may become an employer of Crawford following the end of the Term. Accordingly, and without limiting the generality of the principle set forth in the preceding sentence, Crawford will breach this Agreement if during the Term he does the following: (a) Without prior written notice and written consent of the Board of Directors, Crawford accepts employment with any business, individual, partnership, corporation, trust, joint venture, unincorporated association or other entity or person other than Modavox at any time during the Term. 2

(b) Crawford becomes financially interested in (other than as a stockholder owning less than two percent (2%) of the outstanding capital stock of any publicly traded corporation) or directly associated with any other business or person engaged in a business that is involved in any business that is competitive with Modavox's business or activities without the prior written consent of Modavox. (c) During the Term, Crawford, for any reason whatsoever, either alone or jointly with or on behalf of others, either directly or indirectly: (i) Diverts or takes away, or attempts to divert or take away, any of Modavox's customers or clients; (ii) Solicits the employment or engagement of, or otherwise entices away from the employment of Modavox or any affiliated entity, any person who is then employed by Modavox or any such affiliated entity, whether or not such person would commit any breach of said person's contract by reason of leaving the service of Modavox or any affiliated entity; or (iii) Solicits the employment or engagement of any person who ceased being employed by Modavox or any affiliated entity, within six (6) months of Crawford's solicitation. 4. EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT. Crawford acknowledges and confirms his obligations with Modavox under the Proprietary Information and Inventions Agreement attached hereto as Exhibit A executed by Modavox and Crawford as of the date hereof (the "Nondisclosure Agreement"). 5. SUSPENSION/TERMINATION. 5.1 DISABILITY. (a) If Crawford is unable to perform fully his material obligations hereunder due to a long-term disability (as defined in Modavox's disability insurance policy), Modavox may terminate this Agreement on or after the date that Crawford receives his first, periodic long-term disability payment from Modavox's insurance carrier. 3

(b) If Modavox does not have a long-term disability policy covering Crawford, and Crawford is prevented from performing fully his material obligations hereunder by reason of the occurrence of a long-term disability for a period of twelve (12) consecutive weeks or sixteen (16) weeks in the aggregate within any given six (6) calendar month period, Modavox may terminate this Agreement by giving thirty (30) days prior written notice to Crawford and by providing a total of twelve (12) months salary in severance benefits following the date of the termination notice, payable in accordance with Modavox's normal payroll policies but in no event in less than twelve (12) monthly installments. An independent physician reasonably selected by Modavox will determine the existence of Crawford's long-term disability. 5.2 TERMINATION FOR CAUSE. (a) Modavox may terminate this Agreement immediately upon written notice to Crawford for "Cause." For purposes of this Agreement, "Cause" means: (i) Crawford's commission of a willful act of fraud or dishonesty, the purpose or effect of which materially and adversely affects Modavox; (ii) Crawford's conviction of a felony (other than the first offense of driving under the influence following the date hereof) or any admission thereof (whether by plea of NOLO CONTENDERE or otherwise) or Crawford's being determined by a governmental authority to have violated, or enjoined from violating, any federal or state securities law; or (iii) Crawford's breach of any material covenant to Modavox relating to noncompetition, nonsolicitation, nondisclosure of proprietary information or surrender of records, inventions or patents; (iv) Crawford's misconduct or negligence, including conduct detrimental to SurfNet, its reputation, properties, operations or activities; or (v) Crawford's unwillingness or inability to adequately perform his job duties, or insubordination. (b) In the event of Crawford's termination for Cause, Modavox is obligated to pay Crawford only the specified salary, bonuses, fringe benefits, expenses and vacation accrued through the date of termination. 6. EQUITABLE RELIEF FOR BREACH. Crawford acknowledges that a violation of any of the provisions of Sections 4 and 5 will cause Modavox irreparable injury and damage, the exact amount of which may be impossible to ascertain and that, for such reason, among others, Modavox will be entitled, in addition to the remedy set forth at Section 8, to seek injunctive relief, both PENDENT LITE and permanently, against Crawford to restrain any further violation of such provisions. Crawford hereby (i) consents to any initiation by Modavox in a court of competent jurisdiction of any action to enjoin immediately the breach of Sections 4 and 5, and (ii) hereby releases Modavox from the requirement of posting any bond in connection with temporary or interlocutory injunctive relief, to the extent permitted by law. This provision will not, however, be construed as a waiver of any other rights and remedies Modavox may have against Crawford, including, but not limited to, the recovery for damages. 4

7. BREACH BY MODAVOX. If Modavox breaches this Agreement, Crawford will give Modavox written notice thereof. If Modavox does not cure such breach within thirty (30) days of receiving written notice thereof, Crawford's remedy will be limited to compulsory arbitration as set forth at Section 8; provided, however, the foregoing will not be deemed a waiver of Crawford's statutory or common law right to discontinue rendering services hereunder in the event of a material breach by Modavox of this Agreement. 8. COMPULSORY ARBITRATION. Except as provided in Section 6, any controversy, claim and/or dispute arising out of or relating to this Agreement or the breach hereof or subject matter hereof (including any action in tort) will be finally and fully settled by arbitration in Maricopa County, Arizona in accordance with the then-existing Commercial Arbitration Rules of the American Arbitration Association (the "AAA"), and judgment upon the award rendered by the arbitrators may be entered in any court having applicable jurisdiction. Written notice of demand for arbitration will be given to the other Party and to the AAA within six (6) months after the controversy, claim or dispute has arisen or be barred, and in no event after the date when the institution of court proceedings based on such dispute would be barred by the applicable statute of limitations. Controversies, claims and/or disputes will be resolved by one arbitrator selected by the mutual agreement of the Parties or, failing that agreement within forty-five (45) days after written notice demanding arbitration, by the AAA. There will be limited discovery prior to the arbitration hearing as follows: (i) exchange of witness lists and copies of documentary evidence and documents related to or arising out of the issues to be arbitrated, and (ii) depositions of all Party witnesses. Depositions will be conducted in accordance with the rules or code of Civil Procedure of the jurisdiction in which the arbitration is conducted, and a court reporter will record all hearings, with such record constituting the official transcript of such proceedings. All decisions of the arbitrator will be in writing, and the arbitrator will provide reasons for the decision. Each Party shall bear its own respective attorney's fees and costs in accordance with any dispute or arbitration. 5

9. MISCELLANEOUS. 9.1 OBLIGATIONS TO OTHER COMPANIES. Crawford certifies that his employment with Modavox will not breach any existing agreement or covenant that Crawford has signed with any other person or entity, or violate any legal duty that Crawford owes to such other person or entity. Crawford will not disclose to Modavox, or use on Modavox's behalf, any trade secrets or proprietary information belonging to any of Crawford's prior employers or any other person or entity. 9.2 ASSIGNMENT. This Agreement will not be assignable, in whole or in part, by either Party without the written consent of the other Party, except that Modavox may, without the consent of Crawford, assign this Agreement upon the consummation of (i) a merger or consolidation of Modavox with any other corporation or entity or any other form of business combination pursuant to which the outstanding stock of Modavox is exchanged for cash, securities or other property paid, issued or caused to be issued by the surviving or acquiring corporation or entity; or (ii) a sale, transfer or lease by Modavox of all, or substantially all, of Modavox's assets. 9.3 NOTICES. All notices and other communications required or permitted under this Agreement will be delivered to the Parties at the address set forth below their respective signature blocks, or at such other address that they hereafter designate by notice to the other Party in accordance with this Section. All notices and communications will be deemed to be received in accordance with the following: (i) in the case of personal delivery, on the date of such delivery; (ii) in the case of facsimile transmission, on the date on which the sender receives confirmation by facsimile transmission that such notice was received by the addressee, provided that a copy of such transmission is additionally sent by mail as set forth in (iv) below; (iii) in the case of overnight air courier, on the second business day following the day sent, with receipt confirmed by the courier; and (iv) in the case of mailing by first class certified mail, postage prepaid, return receipt requested, on the fifth business day following such mailing. 9.4 GOVERNING LAW. This Agreement will be deemed to have been executed in the State of Arizona and will be governed and construed as to both substantive and procedural matters in accordance with the laws of the State of Arizona, but excepting (i) any State of Arizona rule which would result in judicial failure to enforce the arbitration provisions of Section 8 hereof or any portion thereof and (ii) any State of Arizona rule which would result in the application of the law of a jurisdiction other than the State of Arizona. Any dispute arising from this Agreement must be filed in Maricopa County, Arizona. 6

9.5 COMPLETE AGREEMENT. This Agreement, along with the Crawford Promissory Note and the Nondisclosure Agreement, contains the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, with respect to such subject matter, and the Parties have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein. If a conflict is determined to exist among any of the aforementioned agreements, the terms of this Agreement will control. 9.6 AMENDMENT. This Agreement may not be amended, modified, superseded, canceled or terminated, and any of the matters, covenants, representations, warranties or conditions hereof may not be waived, except by written instrument executed by the Parties or, in the case of a waiver, by the Party to be charged with such waiver. 9.7 COUNTERPARTS. This Agreement may be executed by any one or more of the Parties in any number of counterparts, each of which will be deemed to be an original, but all such counterparts will together constitute one and the same instrument. 9.8 WAIVER. The failure of a Party to insist upon strict adherence to any term, condition or other provision of this Agreement will not be considered a waiver or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term, condition or other provision of this Agreement. 9.9 HEADINGS. The headings of this Agreement are solely for convenience of reference and will not affect its interpretation. 9.10 INDEMNITY. Modavox will indemnify and hold harmless Crawford from and against any and all liability, costs, damages and expenses (including reasonable attorneys' fees and court costs) which Crawford may sustain or suffer by reason of any third-party claim which is not caused by a breach by Crawford hereunder. 9.11 SEVERABILITY. If any one clause or part of this Agreement is deemed invalid, unenforceable or illegal by the arbitrators or court of competent jurisdiction, then it is severed from this Agreement and the rest of this Agreement remains in full force and effect. Crawford acknowledges the uncertainty of the law in this respect and expressly stipulates that this Agreement be given the construction which renders its provisions valid and enforceable to the maximum extent possible under applicable law. 9.12 FURTHER ASSURANCES. The Parties will sign such other instruments, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their vote and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement. 7

9.13 CRAWFORD ACKNOWLEDGES THAT THE DRAFTER OF THIS AGREEMENT IS A LICENSED ATTORNEY, THAT SUCH PERSON DRAFTED THIS AGREEMENT WITH CRAWFORD'S FULL KNOWLEDGE AND CONSENT AND THAT CRAWFORD HAS HAD THE OPPORTUNITY TO CONSULT WITH THE ADVISOR OF HIS CHOICE AND THAT HE HAS FREELY AND VOLUNTARILY ENTERED INTO THIS AGREEMENT. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. Modavox: MODAVOX, INC. By: David J. Ide Chief Executive Officer Crawford: James G. Crawford 8

EXHIBIT A PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT 9

PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT This Proprietary Information and Inventions Agreement by and between MODAVOX , INC., a Delaware corporation ("Modavox") and James G. Crawford ("Crawford"), is effective as of the date the Certificate of Merger relating to the merger of Kino Interactive, LLC into Modavox is filed with and accepted by the Delaware Secretary of State (the "Effective Date"). Modavox and Crawford are sometimes referred to individually as the "Party" and collectively as the "Parties." Capitalized terms not otherwise defined herein have the meaning set forth at the end of this Agreement. In consideration of the mutual benefits to be derived from this Agreement, which is a material part of the consideration for Crawford's employment by Modavox, and of the representations, warranties, conditions and promises hereinafter contained, the Parties hereby agree as follows: 1. Modavox possesses and will possess Proprietary Information (as hereinafter defined) and Documentation (as hereinafter defined) which is important to its Business (as hereinafter defined). 2. Crawford's employment creates a relationship of confidence and trust between Modavox and Crawford with respect to Proprietary Information (i) applicable to the Business; or (ii) applicable to the business of any customer of Modavox; or (iii) which Modavox is under a contractual obligation to keep confidential which may be made known to Crawford by Modavox or by any customer of Modavox, or learned by Crawford during the period of Crawford's employment. 3. The Proprietary Information, whether now or hereafter furnished to Crawford in whole or in part, is confidential. Modavox's business and prospects could be damaged if the Proprietary Information is disclosed to third parties without Modavox's consent. 4. As a condition to sharing with Crawford, whether in writing or orally, Proprietary Information, in consideration of Crawford's employment by Modavox and the compensation received by Crawford from Modavox from time to time, Crawford hereby acknowledges and agrees as follows: (a) All Proprietary Information and all intellectual property rights associated therewith ("Rights") are the sole property of Modavox. Crawford assigns to Modavox any Rights Crawford may have or acquire in such Proprietary Information. At all times, both during Crawford's employment by Modavox and after its termination, Crawford will keep in confidence and trust and will not use or disclose (or permit the use or disclosure of) any Proprietary Information or anything relating to it for a purpose detrimental to the Business and without the prior written consent of Modavox except as may be necessary and appropriate in the ordinary course of performing Crawford's duties to Modavox. 10

(b) All Documentation constitutes the sole property of Modavox. During Crawford's employment by Modavox, Crawford will not remove any Documentation from the business premises of Modavox or deliver any Documentation to any person or entity outside Modavox for a purpose detrimental to the Business and except as Crawford may be required to do in connection with performing the duties of Crawford's employment. Immediately upon the termination of Crawford's employment for any reason, or during Crawford's employment if so requested by Modavox, Crawford will return all Documentation, equipment and other physical property, or any reproduction of such property, excepting only (i) Crawford's personal copies of records relating to Crawford's compensation; (ii) Crawford's personal copies of any materials previously distributed generally to stockholders of Modavox; and (iii) Crawford's copy of this Agreement. (c) Crawford will promptly disclose in writing to Crawford's immediate supervisor or to any persons designated by Modavox, all Inventions (as hereinafter defined) related to the Business made or conceived or reduced to practice or developed by Crawford, either alone or jointly with others, during the term of Crawford's employment. Crawford will not disclose Inventions covered by this Agreement to any person outside Modavox unless Crawford is requested to do so by his duly authorized supervisor. All Inventions related to Modavox's Business which Crawford makes, conceives, reduces to practice or develops (in whole or in part, either alone or jointly with others) during Crawford's employment belong solely to Modavox to the maximum extent permitted by applicable law, and Crawford assigns such Inventions and all Rights therein to Modavox and Modavox is the sole owner of all Rights in connection therewith. (d) Crawford will perform, during and after Crawford's employment, all reasonable acts deemed necessary or desirable by Modavox to permit and assist it, at Modavox's expense, in evidencing, perfecting, obtaining, maintaining, defending and enforcing Rights and/or Crawford's assignment with respect to such Inventions in any and all countries. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in legal proceedings. Crawford hereby irrevocably designates and appoints Modavox and its duly authorized officers and agents, as Crawford's agents and attorneys-in-fact to act for and in Crawford's behalf and instead of Crawford, to sign and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effect as if signed by Crawford. (e) Crawford has attached hereto, as Attachment A, a complete list of all existing Inventions to which Crawford claims ownership as of the date of this Agreement which are related to the Business and that Crawford desires to specifically clarify are not subject to this Agreement. (f) Crawford's performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by Crawford in confidence or in trust prior to Crawford's employment by Modavox. Crawford has not entered into, nor will Crawford enter into, any Agreement either written or oral in conflict herewith or in conflict with Crawford's employment with Modavox. 11

(g) Crawford's obligation of secrecy and confidentiality with respect to Proprietary Information which constitutes trade secrets under the Uniform Trade Secrets Act (or other similar applicable law) will run for as long as such information remains a trade secret. Crawford's obligation of confidentiality with respect to Proprietary Information that is not covered under the Uniform Trade Secrets Act (or other similar applicable law), will run for three (3) years from the date Crawford's employment by Modavox ceases. (h) This Agreement is not an employment contract and, as an employee of Modavox, Crawford has obligations to Modavox which are not set forth in this Agreement. (i) Any dispute in the meaning, effect or validity of this Agreement will be resolved in accordance with the laws of the State of Arizona without regard to the conflict of laws provisions thereof. (j) If one or more provisions of this Agreement are held to be illegal or unenforceable under applicable Arizona law, such illegal or unenforceable portion(s) will be limited or excluded from this Agreement to the minimum extent required so that this Agreement will otherwise remain in full force and effect and enforceable in accordance with its terms. (k) Wrongful disclosure or use of Proprietary Information in contravention of the provisions of this Agreement will give rise to irreparable injuries not adequately compensable in damages. If preliminary injunctive relief to maintain the status quo is required, Modavox may seek such relief from any court of competent jurisdiction. Crawford is bound by any and all orders rendered by such court. (l) No failure or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege. (m) No modification of this Agreement is valid unless made in writing and signed by Crawford and a duly authorized officer of Modavox. (n) This Agreement will survive termination of Crawford's employment, regardless of the circumstances of such termination. (o) This Agreement is effective as of the first day of Crawford's employment by Modavox. 12

(p) This Agreement is binding upon Crawford's heirs, executors, administrators or other legal representatives. (q) Notwithstanding the foregoing, nothing contained herein will prohibit Crawford from disclosing to anyone the amount of Crawford's wages. (r) This Agreement constitutes the full, complete and exclusive Agreement between Modavox and Crawford with regard to this Agreement's subject matter. This Agreement supersedes any previous agreements or representations, whether oral or written, express or implied between Modavox and Crawford with respect to their subject matter. (s) The following terms have the following meanings: (i) "Business" means the actual business of Modavox on today's date, as well as any other business that Modavox acquires, develops or initiates during the term of this Agreement, including each of its current and future subsidiaries, affiliates, business units and divisions. (ii) "Documentation" means tangible paper or electronic media that contain or embody Proprietary Information or any other information concerning the business, operations or plans of Modavox, whether Crawford or others have prepared such documents. By way of illustration but not limitation, Documentation includes blueprints, drawings, photographs, charts, graphs, notebooks, customer lists, computer disks, tapes or printouts, sound recordings and other printed, typewritten or handwritten documents, as well as samples, prototypes, models, products and the like. (iii) "Inventions" means all data, discoveries, designs, developments, formulae, ideas, improvements, inventions, know-how, processes, programs, and techniques, whether or not patentable or registerable under copyright, trademark or similar statutes, and all designs, trademarks and copyrightable works that Crawford made or conceived or reduced to practice or learned, either alone or jointly with others, during the period of Crawford's employment which (A) are related or useful in Modavox's business, research, design, development, experimental production, financing, manufacturing, licensing, distribution or marketing activity, or (B) result from tasks Modavox assigned Crawford, or (C) result from use of premises or equipment owned, leased or contracted for by Modavox. (iv) "Proprietary Information" means information from which Modavox might derive economic value, actual or potential, from such information not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and which is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. By way of illustration but not limitation, Proprietary Information includes: (A) inventions, confidential knowledge, trade secrets, ideas, data, programs, works of authorship, know-how, improvements, discoveries, designs, techniques and sensitive information Modavox receives from its customers or receives from a third party under obligation to keep confidential; (B) technical information relating to Modavox's existing and future products and services, including, where appropriate and without limitation, software, firmware, information, patent 13

disclosures, patent applications, development or experimental work, formulae, engineering or test data, models, techniques, processes and apparatus relating to the same disclosed by Modavox to Crawford or obtained by Crawford through observation or examination of information or developments; (C) confidential marketing information (including without limitation marketing strategies, customer names and requirements and product and services, prices, margins and costs); (D) confidential future product plans; (E) confidential financial information provided to Crawford by Modavox; (F) personnel information (including without limitation employee compensation); (G) merger and acquisition strategies (including without limitation target lists); and (H) other confidential business information. 14

[Remainder of Page Left Intentionally Blank] 15

5. CRAWFORD HAS READ THIS AGREEMENT CAREFULLY AND CRAWFORD UNDERSTANDS AND ACCEPTS THE OBLIGATIONS WHICH IT IMPOSES UPON HIM WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO CRAWFORD TO INDUCE CRAWFORD TO SIGN THIS AGREEMENT. CRAWFORD SIGNS THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT ONE COUNTERPART WILL BE RETAINED BY MODAVOX AND THE OTHER COUNTERPART WILL BE RETAINED BY CRAWFORD. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. Modavox: MODAVOX, INC. By: David J. Ide Chief Executive Officer Crawford: James G. Crawford 16

ATTACHMENT A The following is a complete list of Inventions relevant to the subject matter of Crawford's employment by Modavox, Inc. relating to Modavox's Business that have been made or conceived or first reduced to practice by Crawford alone or jointly with others prior to Crawford's employment by Modavox that Crawford desire to clarify are not subject to Modavox's Proprietary Information and Inventions Agreement. List of Inventions: None. Crawford propose to bring to Crawford's employment the following materials and documents of a former employer: None. IN WITNESS WHEREOF, Crawford has executed this Attachment A to the Proprietary Information and Inventions Agreement with Modavox dated as of the date first above written. Crawford: James G. Crawford 17

[LOGO, AUDIO EYE] June 1, 2006 Mr. Nathan Bradley Mr. David Ide Managing Members Modavox Communications LLC 5151 Broadway Tucson, Arizona Dear Nathan and David: As agreed, this letter and the attached contract will serve as confirmation of a business agreement between Modavox, Inc. and AudioEye Inc. The business agreement has Modavox continuing to provide hosting, support, and third party contract oversight to ensure un-interrupted technical service to AudioEye, as well as begin a sales/marketing relationship with AudioEye under the terms and fees outlined in Appendix A and Appendix B of the attached contract. Technical service date began June 1, 2005 and Modavox Communications has been invoicing AudioEye Inc. since that date. This agreement will run for three (3) years and will be automatically optioned for three (3) additional years unless cancelled by either party given thirty (30) days written notice. AGREEMENT SUMMARY AudioEye is in the process of raising funds for strategic operations and build out of its software, therefore it is agreed to by Modavox, Inc. and AudioEye Inc the following: o Once operational funds are secured, all 2005 expenses incurred by Modavox/Modavox in support of AudioEye and invoiced will be paid in full on an agreed upon payment schedule (attached). o AudioEye will pay Modavox for any Modavox services or expenses incurred on AudioEye's behalf beginning January 1, 2006, and agreed upon in writing by both parties on after client invoicing. o Modavox, Inc. presently sells its services via a direct sales force. AudioEye agrees to have Modavox sell, service, and represent AudioEye products to potential clients. Modavox will have the right to outsource, or assign the sales/services agreement to a third party if agreed to by AudioEye Inc. Terms and fees are outlined in Appendix B. It is noted that Modavox Communications LLC is a shareholder in AudioEye Inc, and members of AudioEye Inc's management team are members of Modavox Communications LLC. In the estimation of Modavox Communications LLC, and AudioEye Inc, the terms and conditions agreed to are in the best interests of Modavox Inc. and AudioEye Inc. shareholders. Thank you for your service. Please sign this memo below and return one copy for our records. Also, please sign the contract and return as well. I look forward to working with you in 2006. 38

On Behalf of: AudioEye Inc.

On Behalf of: Modavox, Inc.

/s/ Nathan T. Bradley --------------------------------Nathan T. Bradley Chief Technology Officer Director

/s/ David J. Ide --------------------------------David J. Ide Chief Executive Officer

AUDIOEYE - MODAVOX COMMUNICATIONS SERVICES AGREEMENT 6/1/2006 This Agreement is entered into by and between AudioEye, Inc, a corporation organized under the laws of the State of Delaware, with its principal offices at 9901 Kentsdale Drive, Potomac, MD, 20854 (hereafter referred to as "AudioEye") and Modavox, Inc with its principal offices at 2617 South 46th Street, Phoenix, AZ, 85034 (hereafter referred to as "Modavox") AudioEye and Modavox hereby agree to enter into a Services contract for Modavox to provide management, technical, and sales services (collectively hereinafter referred to as "Service") to AudioEye under the terms and conditions as set forth herein. 1. SERVICES. The Service to be provided pursuant to this Agreement shall be comprised of those items specified on the Schedule of Services ("Schedule of Services") annexed hereto. Both parties may enhance the Services from time to time and offer additional capabilities at an addition fees to be mutually agreed upon. 2. PAYMENT FOR SERVICE. For the Services provided by Modavox, AudioEye shall pay the annual or monthly charge specified on the Price List annexed hereto. The payment terms are net cash, without discount, payable on receipt of invoice. Monthly charges shall be invoiced each calendar month in advance. Modavox may increase monthly charges upon sixty (60) days prior written notice to AudioEye in the event of (i) any increase in charges payable to parties other than Modavox, or (ii) any increase in costs for changes to Service, Equipment or Software required by parties other than Modavox. In addition, on each anniversary of this Agreement, Modavox may increase the annual or monthly charges et forth herein in proportion to the percentage increase, if any in the United States Consumer Price Index (All Urban Consumers) ("CPI"), as published by the US Department of Labor, during the most recent twelve (12) month period for which such statistics are available at the time of the increase. Any payment not received within 30 days of the date of the invoice by AudioEye shall be subject to a service charge from the due date at a rate of one and a half percent (1-1/2%) per month on the delinquent balance. 3. TERM OF AGREEMENT: TERMINATION. a. Except as herein provided, the initial term of this Agreement shall be a period commencing on the date of this Agreement and continue for 36 months from June 1, 2005 (the original agreement date with Kino Communications, LLC). Except as provided in Section 3(b), thereafter, the Service will be renewed for additional thirty-six (36) months (or any longer term as agreed to by the parties) subject to the terms of this Agreement unless Modavox receives written notice of termination at least sixty (60) days prior to the expiration of the then current term of the Agreement. After the initial 12 months, Modavox may increase prices on the Price list at any time upon not less then sixty (60) days prior written notice to AudioEye. AudioEye shall have the right to terminate this Agreement within sixty (60) days of the effective date of any price increase. b. Modavox shall have the right to terminate this Agreement upon ten (10) days prior written notice to AudioEye in the event of the breach of this Agreement by the AudioEye, unless AudioEye cures such breach within such ten (10) day period. Such breach may include improper use that reflects negatively upon the Modavox Service. 4. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES. ALTHOUGH MODAVOX ENDEAVORS TO USE CARE IN RESPECT TO PROVIDING THE SERVICES, MODAVOX MAKES NO REPRESENTATION OR WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, WITH RESPECT TO ANY ASPECT OF THE SERVICE ( INCLUDING ANY SOFTWARE, DATA OR EQUIPMENT PROVIDED AS PART THEREOF). NEITHER MODAVOX NOR ANY THIRD PARTY DATA, SOFTWARE OR EQUIPMENT PROVIDERS WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DO THEY MAKE ANY WARRANTIES AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE. AUDIOEYE EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT AUDIOEYE'S SOLE RISK. ACCORDINGLY, NEITHER MODAVOX NOR ANY DATA, SOFTWARE, OR EQUIPMENT PROVIDERS WILL IN ANY WAY BE LIABLE TO AUDIOEYE OR TO ANY OTHER

ENTITY FOR ANY INACCURACIES, ERRORS, OMISSIONS OR DELAYS REGARDLESS OF CAUSE IN THE SERVICE OR IN ANY DATA, INFORMATION OR SOFTWARE CONTAINED 39

THEREIN, OR CAUSED BY ANY MODAVOX OR THIRD PARTY EQUIPMENT OR SOFTWARE USED IN CONNECTION THEREWITH, OR FOR ANY DAMAGES (WHETHER DIRECT OR INDIRECT, OR CONSEQUENTIAL, PUNTIVE, SPECIAL OR EXEMPLARY, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS) RESULTING THEREFROM, REGARDLESS OF CAUSE AND REGARDLESS OF WHETHER OR NOT MODAVOX OR ANY SUCH THIRD PARTIES ARE DEEMED LIABLE IN ANY MANNER, THEN SUCH LIABILITY, WHETHER ARISING FROM CONTRACT, WARRANTY, NELIGENCE OR OTHERWISE SHALL, IN NO EVENT, EXCEED THE AMOUNT AUDIOEYE HAS PAID FOR THE SERCIVE DURING THE PRECEDING 12 MONTH PERIOD. MODAVOX SHALL NOT BE LIABLE TO ANY AUDIOEYE FOR ANY DELAY IN PERFORMANCE OR FAILURE TO PERFORM ANY TERM OR CONDITION CAUSED DIRECTLY OR INDIRECTLY BY FIRE, EXPLOSION, ACCIDENT, FLOOD, LABOR TROUBLE, WEATHER CONDITION, ANY REGULATION, RULE OR ACT OF ANY GOVERNMENT OR GOVERNMENT AGENCY, OR THE INABILITY TO OBTAIN OR SHORTAGE OF SUITABLE MATERIAL, COMPONENTS, PARTS, EQUIPMENT, MACHINERY, FUEL, POWER, COMMUNICATION FACILTIES OR TRANSPORTATION, ACT OF GOD, ARMED CONFLICTS, CIVIL COMMOTION OR ANY OTHER CAUSE OF LIKE CHARACTER BEHOND THE REASONABLE CONTROL OF MODAVOX. 5. USE RESTRICTIONS; SOFTWARE AND DATA. a. AudioEye agrees not to use the Service (including, without limitation, any data or software that is provided as part of the Service) in any manner except as expressly permitted hereunder and further agrees not to reverse engineer, decompile, disassemble or otherwise seek to duplicate the performance characteristics of the software or any part thereof nor to sell, assign, disclose, furnish or redistribute the Service or any data or software provided therewith, to any other person firm corporation or entity and shall confine knowledge of and access to the software and data only to its employees who require such knowledge and access in the ordinary course and scope of their employment by AudioEye. b. AudioEye acknowledges that installation and ongoing operation of the Services may, from time-to-time, require changes to Modavox software resident on AudioEye's hardware; Software for such changes shall be made available by Modavox at Modavox's expense provided that AudioEye agrees to install such software on its hardware and renders reasonable cooperation to Modavox (such cooperation to include without limitation, modification or upgrade to AudioEye's equipment and software), Should AudioEye not do so, Modavox may, in its discretion cease supporting the Services. 6. PROPRIETARY RIGHTS. AudioEye acknowledges and agrees that all proprietary rights in the Service are and shall remain the property of Modavox and its third party licensors, unless the software and services are property or a creation of AudioEye. Both Parties acknowledges that the Service was compiled, prepared, selected, and arranged by Modavox, AudioEye, and its licensors through the expenditure of substantial time, effort, and money and that constitutes valuable property of Modavox, AudioEye, and its licensors. 7. CHARGES. On written notice to Modavox, AudioEye may add to the Service as designated in the Modavox Price List or add additional features as offered from time to time by Modavox. Additions will be invoiced at the then-current Modavox price. 8. TRAINING & SUPPORT AudioEye shall pay all training and support expenses as required for AudioEye's staff unless specified as included in the Service.

9. ASSIGNMENT. This Agreement may not be assigned by either Party without the written consent of the other Party, which consent will not be unreasonably withheld. During the term of this contract, the contract licenses and services provided by Hostway and Akami to Modavox in fulfillment and servicing of AudioEye's needs and Services will not be terminated or assigned without the written permission from AudioEye. 10. TRADEMARK AND COPYRIGHT INFRINGEMENT. a. Modavox shall indemnify AudioEye and hold it harmless against all claims and damages, including without limitation, reasonable attorney's fees, which AudioEye incurs as a result of any claim against AudioEye that the Service infringes any copyright or proprietary right of any third party, provided that: (i) AudioEye notifies Modavox promptly in writing of the assertion of such claims; (ii) Modavox has sole control over the defense or settlement of such claim; and (iii) AudioEye's use of the Service has been in accordance with the restrictions imposed under Paragraph 5 of this Agreement. b. In the event of a claim for infringement, Modavox reserves the right to terminate this Agreement with respect to the allegedly infringing portion of the Service and either to substitute another, or substantially similar Service therefore or to refund to AudioEye the pro rata share of any prepaid fees relating to such terminated Service. 11. APPLICABLE LAW. This Agreement shall be construed in accordance with the law in the state of Delaware. 12. SEVERABILITY. Each paragraph and provision of this contract is severable from the contract and if one provision or part is declared invalid, the remaining provisions or parts shall nevertheless remain in full force and effect. 13. ENTIRE AGREEMENT. This Agreement embodies the entire Agreement and understanding between the AudioEye and Modavox and supersedes any and all prior agreements and understandings, express or implied, relating to the subject matter hereof. No other agreement or understanding verbal or otherwise, exists between the parties except as herein set forth. IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT AS OF THE DATE WRITTEN BELOW.
-------------------------------AUDIOEYE ----------------------------------MODAVOX

BY: /s/ Nathan T. Bradley -------------------------------NATHAN T. BRADLEY

BY: /s/ David Ide ----------------------------------DAVID IDE CHIEF EXECUTIVE OFFICER 06.08.06 ----------------------------------DATE

06.08.06 -------------------------------DATE

SCHEDULE OF SERVICES APPENDIX A HOSTING, SUPPORT, AND THIRD PARTY CONTRACT OVERSIGHT SERVICE DESCRIPTION Modavox has provided hosting and other services in respect to technical, data delivery, and support services for AudioEye Inc since June, 2005. AudioEye will continue to leverage contracts Modavox has with AKAMAI AND HOSTWAY. AudioEye's patent pending software consists of a content management and navigation proprietary code. As the picture below portrays, the AudioEye content management system can index and catalog voice, html, xml, audio, and text streams and encode such streams into tagged audio streams that are stored at AKAMAI, Modavox's contracted CDN. AudioEye's intelligent navigation index and database is stored in AudioEye servers at Hostway, a contracted hosting facility. AGREEMENT SUMMARY Modavox will continue to provide hosting, support, and third party contract oversight to ensure un-interrupted technical service to AudioEye under the terms outlined in the contract and the terms and fees detailed below. Technical service date began June 1, 2005 and Modavox has been invoicing AudioEye Inc. since that date. This agreement will run for three years unless extended by both parties. AudioEye is in the process of raising funds for strategic operations and build out of its software, therefore it is agreed to by Modavox and AudioEye Inc the following: o Once operational funds are secured, all 2005 expenses incurred by Modavox in support of AudioEye and invoiced will be paid in full on an agreed upon payment schedule o AudioEye will pay Modavox for any Modavox services or expenses incurred on AudioEye's behalf beginning January 1, 2006, and agreed upon in writing by both parties on a net forty-five days after client invoicing. [GRAPHIC]

TERMS AND FEES Modavox Communications will calculate each month what percent of their Akamai and Hostway invoices are associated with AudioEye based business. Presently those fees are approximately $2000 per month for Hostway. Akamai invoices will be produced separately each month with the fees to AudioEye as follows: $250.00 base per month with up to 100 GB of transfer. Storage fees will be at $15.00 per month per GB and overage on transfer will be invoiced at $.0025 per MB. AudioEye agrees to pay cost plus of its share of the Akamai and Hostway invoices associated with the AudioEye based business. Modavox will provide a detailed invoice to AudioEye each month detailing services provided. Modavox may add a service charge of up to 25% on top of its cost to cover billing and personnel charges it may incur. AudioEye must pay the invoices on a timely basis not to exceed 30 days. If invoices have not been paid within the schedule then Modavox may charge AudioEye 1 1/2 % each month interest on any outstanding amount. AudioEye will compensate Modavox $75.00 per hour for Technical Support, Development Support, Design Elements, and Voice Over Talent. Those Fees will be invoices separate from any standing monthly invoices produced by Modavox and all hours will be calculated and presented for review within five (5) days following each calendar month.

SCHEDULE OF SERVICES APPENDIX B SALES AND MARKETING. SERVICE DESCRIPTION Modavox presently sells its services via a direct sales force. AudioEye agrees to have Modavox sell, service, and represent AudioEye products to a designated client base. Modavox will have the right to outsource, or assign the sales/services agreement to a third party if agreed to by AudioEye Inc
TERMS AND CONDITIONS PRODUCTS PRICING CLIENT TARGETS AUDIOEYE NAVIGATION AND CONTENT SOFTWARE [GRAPHIC] MODAVOX may sell to any client though it is assumed Modavox will be selling to its client base. Once a month, MODAVOX will submit in writing clients in their pipeline. See Sales Process Method and procedures for reporting. The coordination of pipeline is necessary to avoid sales channel conflict Identify and close new business opportunities within the North American sector. Modavox shall report this sales progress to William O'Conor, CEO AudioEye. JANUARY 1, 2006 TO January 1, 2008. May be renewed thirty days from end-date depending upon performance. Commissions will be paid to Modavox LLC and not directly to Sales People. It is up to Modavox LLC to distribute.

SCOPE:

TERM:

FEES AND TERMS OF PAYMENT:

COMPENSATION FOR RESELLER MODAVOX, INC. - 30 % commission on invoice amount - 50% payable on invoice; 50% payable on payment. - Payment will be Net of cancels received. - Modavox will invoice all clients direct for AudioEye sales - AudioEye will invoice Modavox using NET30 Terms for all sales - Modavox & AudioEye will reconcile all charges by the 5th of each calendar month * Commission for any other Customer Agreement terms to be agreed with AEYE prior to contract execution * Terms of payment is net 30 days from invoice date. SALES METHOD/APPROACH TO BE FOLLOWED: 1. Modavox will submit to AudioEye via email, notice of all client calls or meetings that were completed. Email should be sent to woconor@audioeye.net. 2. Only those clients where an email was received will be considered for commission payments. 3. If a conflict between the Modavox and AudioEye direct sales people occurs due to overlap of pipeline, the email notice date mentioned in #1 above will be a deciding factor. William O'Conor will be the ultimate authority on whether commission was earned by Modavox. 4. Modavox will utilize standard AudioEye pricing, proposals, documentation, and contracts. This information will be provided upon signature of this contract. Any deviation from the standard must be approved in writing in advance. 5. Modavox will go through quarterly training of the software use and positioning of the product and company. An initial sales training will be accomplished within 30 days of signing this contract. 6. Modavox will not sign any contract or bind AudioEye in anyway. All contracts must be approved and signed by William O'Conor, CEO AudioEye for commissions to be paid. 7. Modavox will not represent that that they are full-time employees of AudioEye. 8. AudioEye personnel will support the efforts of the Modavox, but it is up to the Modavox to understand the product, the technology, the positioning and approach for the company. This is not a lead generation contact. It is up to the Modavox to sell the service.

APPENDIX B-1 AEYE QUALITY POLICY Since its inception, AudioEye has committed itself to develop and maintain a reputation for outstanding quality. Our result will be AudioEye becoming an end-to-end, world-class social technology company, and our goal is to continue building on this achievement and practices. In so doing, we will continue to be guided by the principles on which the company was founded. We will continue to guarantee our clients the highest level of expertise, along with rigorous planning, careful monitoring of results, and tight control over costs and schedules. We will strive constantly to find the best solutions for our clients through innovative approaches and systematic assessment of client satisfaction. We recognize that client needs, information technologies, and the business environment are constantly changing. AudioEye's success in meeting changing client's expectations, and hence our success as a business, depends on our quality system. This system is based on constantly assessing our stakeholders' satisfaction and improving our practices, methods and procedures. At AudioEye, our quality system is a set of principles and methods for continuously improving the service that we give our clients. All our managers and members play a key role in delivering quality, because the distinctive way we work with our clients emphasizes partnership and teamwork. That is why our quality system that will be implemented and managed includes procedures for managing and training members to fulfill our clients' expectations. Senior management's commitment to quality is reflected in many concrete ways throughout the organization. Our quality system will be an agenda items at every meeting of the AudioEye Management group. William C. O'Conor CEO

Exhibit 23.7 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors of Modavox, Inc.: We consent to the incorporation by reference in the registration statements of Modavox, Inc. on Form S-8 (File No. 333-57818) filed as of July 19, 2004, of our report dated June 13, 2006, on the consolidated balance sheet of Modavox, Inc. as of February 28, 2006 and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the two-year period ended February 28, 2006, which report appears in the February 28, 2006 annual report on Form 10-KSB of Modavox, Inc.
/s/ Epstein, Weber & Conover P.L.C. ----------------------------------Scottsdale, Arizona June 13, 2006

Exhibit 31.13 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, David J. Ide, the Chief Executive Officer and Principal Financial Officer of Modavox Inc., certify that: 1. I have reviewed this annual report on Form 10-KSB of Modavox Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this annual report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the issuer and have: a) designed such disclosure controls and procedures to ensure that material information relating to the issuer is made known to me by others, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the issuer's disclosure controls and procedures as of the end of the period covered by this annual report (the "Evaluation Date"); and c) presented in this annual report my conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. I have disclosed, based on our most recent evaluation, to the issuer's auditors and the audit committee of issuer's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial data and; b) any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal controls; and
Date: June 14, 2006 /s/ David J. Ide ---------------David J. Ide Chief Executive Officer and Principal Financial Officer

Exhibit 32.9 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Modavox Inc. (the "Company") on Form 10-KSB for the period ended February 28, 2006, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David J. Ide, the Chief Executive Officer and Principal Financial Officer of Modavox Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) as applicable, of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents in all material respects, the financial condition and results of operation of the Company.
Date: June 14, 2006 /s/ David J. Ide ---------------David J. Ide

Chief Executive Officer and Principal Financial Officer A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signatures that appear in types form within the electronic version of this written statement required by Section 906, has been provided to Modavox, Inc. and will be retained by Modavox, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.


				
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