{"id":43197,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-reorganization-netselect-inc-national.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-reorganization-netselect-inc-national","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-reorganization-netselect-inc-national.html","title":{"rendered":"Agreement and Plan of Reorganization &#8211; NetSelect Inc., National New Homes Co. Inc., MultiSearch Solutions Inc., Fred White, and R. Fred White III"},"content":{"rendered":"<pre>                     AGREEMENT AND PLAN OF REORGANIZATION\n\n\n     THIS AGREEMENT AND PLAN OF REORGANIZATION (this \"Agreement\") is made and\nentered into as of June 20, 1998 (the \"Effective Date\") by and among NETSELECT,\nINC., a Delaware corporation (\"NetSelect\"), NATIONAL NEW HOMES CO, INC., a\nDelaware corporation and a wholly-owned subsidiary of NetSelect (\"NNH\"),\nMULTISEARCH SOLUTIONS, INC., a Texas corporation, and FRED WHITE, an individual,\nand R. FRED WHITE III (TREY), an individual (collectively, the \"Shareholders\").\n\nRECITALS\n\n     A.  Subject to and in accordance with the terms of this Agreement, and\npursuant to the terms of the Merger Agreement (as defined below), the respective\nBoard of Directors of NetSelect, NNH and MSS and NetSelect, as the sole\nstockholder of NNH, have approved the merger of MSS with and into NNH (the\n\"Merger\") whereby all of the outstanding shares of capital stock of MSS will be\nconverted into shares of NetSelect Preferred Stock (as defined below).\n\n     B.  For federal income tax purposes, it is intended that the transaction\nqualify as a tax-free reorganization within the meaning of Section 368(a) of the\nInternal Revenue Code of 1986, as amended (the \"Code\").\n\n     C.  The parties hereto desire to set forth certain representations,\nwarranties and covenants made by each to the other as an inducement to the\nconsummation of the Merger.\n\nAGREEMENT\n\n     NOW, THEREFORE, the parties hereby agree as follows:\n\n1.   CERTAIN DEFINITIONS.  As used in this Agreement, the following terms will\nhave the meanings set forth below:\n\n     \"California Law\" means the California Corporations Code of 1968, as\namended.\n\n     \"Delaware Law\" means the Delaware General Corporations Law, as amended.\n\n     \"Encumbrances\" means any lien, security interest, claim, charge,\nencumbrance or other restriction.\n\n     \"Material Adverse Effect\" means any event, change or effect that is (or\nwill with the passage of time be) materially adverse to the condition (financial\nor otherwise), properties, assets, liabilities, business, operations, results of\noperations or prospects of the MSS, NetSelect or NNH, as applicable in context.\n\n \n     \"MSS\" means MultiSearch Solutions, Inc., a Texas corporation, and all of\nits 50% or more owned subsidiaries, taken together (unless the context otherwise\nrequires, in which case MSS shall refer only to MultiSearch Solutions, Inc.).\n\n     \"MSS Ancillary Agreements\" means, collectively, each agreement, certificate\nor document (other than this Agreement) which MSS is to enter into as a party\nthereto, or is to otherwise execute and deliver, pursuant to or in connection\nwith this Agreement.\n\n     \"MSS Certificates\" means the share certificates representing all the\nShareholders' shares of MSS Stock.\n\n     \"MSS Stock\" means all shares of MSS capital stock, $1.00 par value per\nshare, or securities convertible or exercisable into shares of such capital\nstock, owned directly or indirectly by the Shareholders comprising the\nauthorized capital of MSS, as constituted immediately prior to the Closing.\n\n     \"NNH Common Stock\" means the Common Stock, $0.001 par value per share, of\nNNH.\n\n     \"NetSelect Ancillary Agreements\" means, collectively, each agreement,\ncertificate or document (other than this Agreement) which NetSelect is to enter\ninto as a party thereto, or is to otherwise execute and deliver, pursuant to or\nin connection with this Agreement.\n\n     \"NetSelect Preferred Stock\" means the Series E Preferred Stock, $0.001 par\nvalue per share, of NetSelect.\n\n     \"Newhouse\" means Newhouse Publishing, Inc., a Texas corporation and which,\nimmediately prior to Closing, will be a wholly owned subsidiary of MSS.\n\n     \"Note\" means the promissory note of NetSelect to the Shareholders in\nsubstantially the form of Exhibit 2.3.1 attached hereto, evidencing NetSelect's\n                                  -----                                        \npromise to pay the Shareholders $3,589,000 pursuant to the terms set forth\ntherein, as part of the purchase price for the MSS Stock.\n\n     \"Shareholder Ancillary Agreements\" means, collectively, the Stock Power, a\nForm W-8 and each other agreement, certificate or document (other than this\nAgreement) to which the Shareholders is to enter into as a party thereto, or is\nto otherwise execute and deliver pursuant to or in connection with this\nAgreement.\n\n     \"Stockholders Agreement\" means, the NetSelect, Inc. Stockholders Agreement\ndated as of November 26, 1996, as amended as of September 29, 1997 and December\n31, 1997, by and among NetSelect and certain Stockholders of NetSelect.\n\n     \"Texas Law\" means the Texas Business Corporation Act, as amended\n\n     \"1933 Act\" means the Securities Act of 1933, as amended.\n\n     Other capitalized terms defined elsewhere in this Agreement and not defined\nin this Section 1 shall have the meanings assigned to such terms in this\nAgreement.\n\n                                       2\n\n \n2.   PLAN OF REORGANIZATION\n\n     2.1  The Merger.  Subject to the terms and conditions of this Agreement and\n          ----------                                                            \nthe Agreement of Merger, MSS shall be merged with and into NNH in accordance\nwith the applicable provisions of the laws of the States of Delaware and Texas\nand with the terms and conditions of this Agreement and the Agreement of Merger,\nso that:\n\n          (a) At the Effective Time (as defined below), MSS shall be merged with\nand into NNH.  As a result of the Merger, the separate corporate existence of\nMSS shall cease and NNH shall continue as the surviving corporation (sometimes\nreferred to herein as the \"Surviving Corporation\") and shall succeed to and\nassume all of the rights and obligations of MSS in accordance with the laws of\nDelaware.\n\n          (b) The Certificate of Incorporation and Bylaws of NNH in effect\nimmediately prior to the Effective Time shall be the Certificate of\nIncorporation and Bylaws, respectively, of Surviving Corporation after the\nEffective Time unless and until further amended as provided by law.\n\n          (c) The directors and officers of the Surviving Corporation after the\nEffective Time shall be as set forth in the Agreement of Merger.  Such directors\nand officers shall hold their position until the election and qualification of\ntheir respective successors or until their tenure is otherwise terminated in\naccordance with the Bylaws of Surviving Corporation.\n\n     2.2  Conversion of Shares.  By virtue of the Merger and at the Effective\n          --------------------                                               \nTime, and without further action on the part of any holder of MSS Stock, all of\nthe issued and outstanding shares of MSS capital stock shall be converted into\nan aggregate of 315,250 shares of fully paid and nonassessable NetSelect\nPreferred Stock (the shares of NetSelect Preferred Stock issued pursuant hereto\nshall also be referred to as the \"Merger Shares\") in the ratios set forth in\nSchedule A.  The number of shares of NetSelect Preferred Stock actually issued\n----------                                                                    \nin the Merger will be modified proportionately for any stock splits, stock\ndividends, recapitalizations and the like (each event, a \"Capital Change\").  No\nfractional shares of NetSelect Preferred Stock will be issued in connection with\nthe Merger\n\n     2.3  Non-Stock Consideration. Subject to the terms and conditions of this\n          ------------------------                                            \nAgreement, at the Closing:\n\n          (a) NetSelect shall pay the Shareholders the aggregate sum of Six\nHundred Seventy Three Thousand One Hundred Thirty Six Dollars ($673,136); and\n\n          (b) NetSelect shall execute and deliver the Note in the form of\nExhibit 2.3.1. The Note shall be secured by one hundred percent (100%) of the\n-------------\noutstanding capital shares of NNH, certain assets and capital stock of MSS\npursuant to a Security Agreement with the Shareholders in the form of Exhibit\n                                                                      -------\n2.3.2.\n-----\n\n          (c) the cash payable and Note issuable pursuant to Sections 2.4(a) and\n(b) above shall be issued to the Shareholders in the ratios set forth on\nSchedule A.\n---------- \n\n                                       3\n\n \n     2.4  The Closing.  Subject to termination of this Agreement as provided in\n          -----------                                                          \nSection 10 below, the closing of the transactions contemplated by this Agreement\n(the \"Closing\") shall take place at the offices of Fenwick &amp; West LLP, Two Palo\nAlto Square, Palo Alto, California, as soon as possible upon the satisfaction or\nwaiver of all conditions set forth in Section 8 and Section 9 hereof on or\nbefore fourteen (14) days from the Effective Date (the \"Closing Date\"), or such\nother time and place as is mutually agreeable to the parties.\n\n     2.5  Effective Time.  Simultaneously with the Closing, the Agreement of\n          --------------                                                    \nMerger shall be filed in the office of the Secretary of State of the States of\nDelaware and Texas.  The Merger shall become effective immediately upon the\nfiling of the Agreement of Merger with such office.  The date and time of the\neffectiveness of the Merger under the laws of Delaware and Texas is referred to\nherein as the \"Effective Time.\"\n\n     2.6  Tax Free Reorganization.  The parties intend to adopt this Agreement\n          -----------------------                                             \nas a tax-free plan of reorganization and to consummate the Merger in accordance\nwith the provisions of Section 368(a) of the Code.  Each party agrees that it\nwill not take or assert any position on any tax return, report or otherwise\nwhich is inconsistent with the qualification of the Merger as a reorganization\nwithin the meaning of Section 368(a) of the Code, except as may be required by\nlaw.  The NetSelect Preferred Stock issued in the Merger will be issued solely\nin exchange for the MSS Stock and the consideration described in Section 2.4\nhereof, and no other transaction other than the Merger represents, provides for\nor is intended to be an adjustment to the consideration paid for the MSS Stock.\nExcept for the consideration described in Section 2.4 hereof, no consideration\nthat could constitute \"other property\" within the meaning of Section 356 of the\nCode is intended to be paid by NetSelect for the MSS Stock in the Merger.  In\naddition, NetSelect represents now, and as of the Closing Date, that it\npresently intends to continue MSS' historic business or use a significant\nportion of MSS' business assets in a business.\n\n     2.7  Exemption from Registration.  The parties hereto expect that the\n          ---------------------------                                     \nNetSelect Preferred Stock to be issued in connection with the Merger will be\nissued in a transaction exempt from registration under the 1933 Act by reason of\nSection 4(2) thereof, and that the NetSelect Preferred Stock hereunder will be\nexempt from qualification under California Law or Texas Law.\n\n     2.8  Restricted Securities.  The NetSelect Preferred Stock will bear\n          ---------------------                                          \ncustomary legends imposing certain restrictions on transferability by federal\nand state securities laws, a true and correct copy of which is attached hereto\nas Exhibit 2.8.\n\n3.   REPRESENTATIONS AND WARRANTIES OF MSS AND THE SHAREHOLDERS\n\n     MSS and the Shareholders hereby jointly and severally represent and warrant\nto NetSelect that, except as set forth in the MSS Schedule of Exceptions\nattached hereto as Exhibit 3 (the \"MSS Schedule of Exceptions\"), each of the\nfollowing representations and statements in this Section 3 is true and correct.\nFor purposes of this Agreement, phrases such as \"the knowledge of MSS and the\nShareholders,\" \"to the best knowledge of MSS and the Shareholders,\" or similar\nphrases shall mean, and shall be limited to, the actual knowledge of Fred White\nand Trey White after having made reasonable investigation and inquiry of the\n\n                                       4\n\n \ndirectors, officers or employees of MSS who could reasonably be expected to have\nknowledge of the matters to which the statement relates.\n\n     3.1  Organization and Good Standing.\n          ------------------------------ \n\n          (a) Each of MSS and Newhouse is a corporation duly organized, validly\nexisting and in good standing under the laws of the State of Texas.  Each of MSS\nand each Subsidiary has the corporate power and authority to own, operate and\nlease its properties and to carry on its business as now conducted and as\nproposed to be conducted, and is duly qualified to transact business as a\nforeign corporation in each jurisdiction in which its failure to be so qualified\nwould have a Material Adverse Effect.\n\n          (b) Newhouse is the only direct or indirect subsidiary of MSS\n(\"Subsidiary\").  Except for Newhouse, MSS does not have any subsidiaries or any\ninterests, direct or indirect, in any corporation, partnership, joint venture or\nother business entity.  At the Closing Date, all issued and outstanding shares\nof the capital stock of Newhouse will be owned by MSS and will be validly\nissued, fully paid and nonassessable and are free and clear of any Encumbrances.\nThere are no outstanding options, warrants, rights or other securities that,\ndirectly or indirectly, would entitle or enable any person or entity to\nultimately purchase or otherwise acquire any shares of the capital stock of any\nSubsidiary.\n\n     3.2  Power, Authorization and Validity.\n          --------------------------------- \n\n          3.2.1  MSS has the right, power, legal capacity and authority to enter\ninto, execute, deliver and perform its obligations under this Agreement and all\nMSS Ancillary Agreements, and MSS has all requisite corporate power and\nauthority to consummate the Merger.  The execution, delivery and performance of\nthis Agreement and each of the MSS Ancillary Agreements by MSS have been duly\nand validly approved and authorized by all necessary corporate action on the\npart of the Board of Directors and the shareholders of MSS.  The Shareholders\nhave the right, power, legal capacity and authority to enter into, execute,\ndeliver and perform the Shareholders' obligations under all Shareholder\nAncillary Agreements.\n\n          3.2.2  No filing, authorization, consent, approval or order,\ngovernmental or otherwise, is necessary or required to be made or obtained by\nMSS or the Shareholders to enable MSS and the Shareholders to lawfully enter\ninto, and to perform their respective obligations under, this Agreement, the MSS\nAncillary Agreements, and\/or the Shareholder Ancillary Agreements.\n\n          3.2.3  Except to the extent this Agreement and the MSS Ancillary\nAgreements create obligations of the Shareholders and not MSS, this Agreement\nand the MSS Ancillary Agreements are, or when executed by MSS will be, valid and\nbinding obligations of MSS enforceable against MSS in accordance with their\nrespective terms.  Except to the extent they create obligations of MSS and not\nthe Shareholders, this Agreement and the Shareholder Ancillary Agreements are,\nor when executed by the Shareholders will be, valid and binding obligations of\nthe Shareholders enforceable against the Shareholders  in accordance with their\nrespective terms, except that (i) such enforcement may be subject to bankruptcy,\ninsolvency, reorganization, moratorium or other similar laws now or hereafter in\neffect relating to creditors'\n\n                                       5\n\n \nrights and (ii) the remedy of specific performance and injunctive relief and\nother forms of equitable relief may be subject to equitable defenses and to the\ndiscretion of the court before which any proceeding therefor may be brought.\n\n     3.3  Capitalization of MSS.\n          --------------------- \n\n          3.3.1  Outstanding Stock.  The authorized capital stock of MSS\n                 -----------------                                      \nconsists entirely of 1,000,000 shares of common stock, $1.00 par value per\nshare, of which a total of 409 shares are issued and outstanding, all of which\nare now owned and held (and all of which at the Closing will be owned and held)\nby the Shareholders and in the amounts as follows:  Fred White 290 shares and\nTrey White 119 shares.  No other shares of the capital stock of MSS are (or will\nat Closing be) authorized, issued or outstanding.  No fractional shares of MSS\nStock are (or will at Closing be) issued or outstanding.  All issued and\noutstanding shares of MSS Stock have been duly authorized and validly issued,\nare fully paid and nonassessable, are not subject to any claim, lien, preemptive\nright, or right of rescission, and have been offered, issued, sold and delivered\nby MSS (and, if applicable, transferred) in compliance with all registration or\nqualification requirements (or applicable exemptions therefrom) of all\napplicable securities laws, Articles of Incorporation of MSS and other charter\ndocuments and all agreements to which MSS is a party.\n\n          3.3.2  No Options, Warrants or Rights.  There are no options,\n                 ------------------------------                        \nwarrants, convertible or other securities, calls, commitments, conversion\nprivileges, preemptive rights or other rights or agreements outstanding to\npurchase or otherwise acquire (whether directly or indirectly) any shares of\nauthorized but unissued capital stock of MSS or any securities convertible into\nor exchangeable for any shares of capital stock of MSS or obligating MSS to\ngrant, issue, extend, or enter into, any such option, warrant, convertible or\nother security, call, commitment, conversion privilege, preemptive right or\nother right or agreement, and MSS has no liability for any dividends accrued but\nunpaid.  No person or entity holds or has any option, warrant or other right to\nacquire any issued and outstanding shares of the capital stock of MSS from any\nrecord or beneficial holder of shares of the capital stock of MSS.  No shares of\nMSS Stock are reserved for issuance under any stock purchase, stock option or\nother benefit plan.\n\n          3.3.3  No Voting Arrangements or Registration Rights.  There are no\n                 ---------------------------------------------               \nvoting agreements, voting trusts, rights of first refusal or other restrictions\n(other than normal restrictions on transfer under applicable securities laws)\napplicable to any of MSS' outstanding securities.  MSS is not under any\nobligation to register under the 1933 Act or otherwise any of its currently\noutstanding securities or any securities that may be subsequently issued.\n\n     3.4  No Violation of Existing Agreements.  Neither the execution and\n          -----------------------------------                            \ndelivery of this Agreement or any MSS Ancillary Agreement, nor the consummation\nof the Merger or any of the other transactions contemplated hereby, nor\ndiscussion of MSS or negotiation with NetSelect or NNH of the Merger or any\nother transaction contemplated hereby, will conflict with, or (with or without\nnotice or lapse of time, or both) result in a termination, breach, impairment or\nviolation of:  (i) any provision of the charter documents of MSS as currently in\neffect; (ii) any federal, state, local or foreign judgment, writ, decree, order,\nstatute, rule or regulation applicable to MSS or its assets or properties; or\n(iii) any material instrument, agreement, contract, letter of intent or\ncommitment to which MSS is a party or by which MSS or its assets or properties\nare or were bound.  The consummation of the Merger by MSS will not require the\nconsent of any third party\n\n                                       6\n\n \nother than the approval of the Shareholders, and no agreement to which MSS is a\nparty requires that any other party thereto consent to the Merger, whether as a\ncondition to the assignment or transfer of such agreement, or otherwise.\n\n     3.5  Litigation.  There is no action, suit, arbitration, mediation,\n          ----------                                                    \nproceeding, claim or investigation pending against MSS (or to the knowledge of\nMSS and the Shareholders, against any officer or director of MSS or, to the\nknowledge of MSS and the Shareholders, against any employee or agent of MSS, in\ntheir capacity as such or relating to their employment, services or relationship\nwith MSS) before any court, administrative agency or arbitrator that, if\ndetermined adversely to MSS (or any such officer, director, employee or agent)\nmay reasonably be expected to have a Material Adverse Effect on MSS, nor, to the\nbest of MSS' knowledge, has any such action, suit, proceeding, arbitration,\nmediation, claim or investigation been threatened.  To the knowledge of MSS and\nthe Shareholders, there is no basis for any person, firm, corporation or other\nentity, to assert a claim against MSS or NetSelect based upon:  (a) MSS'\nentering into this Agreement or consummating the Merger; (b) any claims of\nownership, rights to ownership, or options, warrants or other rights to acquire\nownership, of any shares of the capital stock of MSS; or (c) any rights as the\nShareholders.  There is no judgment, decree, injunction, rule or order of any\ngovernmental entity or agency, court or arbitrator outstanding against MSS.\n\n     3.6  Taxes.  Neither MSS nor Newhouse, nor their shareholders, has ever\n          -----                                                             \nfiled any election to be taxed as an S Corporation.  MSS has filed all national,\nstate, local and foreign tax returns required to be filed, has paid all taxes\nrequired to be paid in respect of all periods for which returns have been filed,\nhas established what it believes is an adequate accrual or reserve for the\npayment of all taxes payable in respect of the periods subsequent to the periods\ncovered by the most recent applicable tax returns, has made all necessary\nestimated tax payments, and has no material liability for taxes in excess of the\namount so paid or accruals or reserves so established.  MSS is not delinquent in\nthe payment of any tax or in the filing of any tax returns, and to the knowledge\nof MSS and the Shareholders no deficiencies for any tax are threatened, claimed,\nproposed or assessed.  MSS has not received any notification that any issues\nhave been raised (and are currently pending) by any taxing authority (including\nbut not limited to any franchise, sales or use tax authority) regarding MSS and\nno tax return of MSS has ever been audited by any national, state, local or\nforeign taxing agency or authority. There are no tax liens against any assets of\nMSS.  MSS is not a \"personal holding company\" within the meaning of Section 542\nof the Code.  MSS is not a \"U.S. Real Property Holding Company\" as defined in\nthe Code.\n\n     For the purposes of this Section, the terms \"tax\" and \"taxes\" include all\nnational, state, local and foreign income, alternative or add-on minimum income,\ngains, franchise, excise, property, sales, use, employment, license, payroll\n(including any taxes or similar payments required to be withheld from payments\nof salary or other compensatory payments), ad valorem, payroll, stamp,\noccupation, recording, value added or transfer taxes, governmental charges,\nfees, customs duties, levies or assessments (whether payable directly or by\nwithholding), and, with respect to such taxes, any estimated tax, interest and\npenalties or additions to tax and interest on such penalties and additions to\ntax.\n\n     3.7  MSS Financial Statements.\n          ------------------------ \n\n                                       7\n\n \n          (a) MSS has delivered to NetSelect MSS' unaudited consolidated balance\nsheet basis as of December 31, 1996 and 1997, its unaudited consolidated income\nstatement and statement of cash flows for the years then ended, and MSS'\nunaudited consolidated balance sheet (the \"Balance Sheet Date\") as of March 31,\n1998 (the \"Most Recent Balance Sheet\") and its unaudited consolidated income\nstatement and statement of cash flows for the three months then ended (the \"MSS\nFinancial Statements\").  The MSS Financial Statements (a) are in accordance with\nthe books and records of MSS, (b) fairly present the financial condition of MSS\nat the respective dates therein indicated and the results of operations for the\nrespective periods therein specified and (c) have been prepared according to\ngenerally accepted accounting principles, applied on a consistent basis.  MSS,\non a consolidated basis, has no material debt, liability or obligation of any\nnature, whether accrued, absolute, contingent or otherwise, and whether due or\nto become due, that is not reflected, reserved against or disclosed in the MSS\nFinancial Statements, except for (i) those that are not required to be reported\nin accordance with generally accepted accounting principles and are disclosed by\nMSS in writing to NetSelect and (ii) those that may have been incurred after\nMarch 31, 1998 in the ordinary course of its business, consistent with past\npractice, in amounts which are not material, either individually or in the\naggregate.\n\n          (b) The financial projections of MSS that MSS or the Shareholders have\ndelivered to NetSelect or its representatives before the date of this Agreement\nhave been prepared in good faith and represent the Shareholders' best estimate\nof future performance of MSS, and neither MSS nor the Shareholders are currently\naware of any circumstance that could reasonably be expected to result in actual\nresults being materially and adversely different from the results reflected in\nsuch projections.\n\n     3.8  Title to Properties.  MSS has good and marketable title to all of its\n          -------------------                                                  \nassets (including but not limited to those shown on the Balance Sheet), free and\nclear of all liens, mortgages, security interests, claims, charges, restrictions\nor encumbrances.  All machinery, vehicles, equipment and other tangible personal\nproperty included in such assets and properties are in good condition and\nrepair, normal wear and tear excepted, and all leases of real or personal\nproperty to which MSS is a party are fully effective and afford MSS peaceful and\nundisturbed possession of the real or personal property that is the subject of\nthe lease.  MSS does not own any real property. To the knowledge of MSS and the\nShareholders, MSS is not in violation of any zoning, building, safety or\nenvironmental ordinance, regulation or requirement or other law or regulation\napplicable to the operation of owned or leased properties, the violation of\nwhich would have a Material Adverse Effect on MSS, nor has MSS received any\nnotice of such violation with which it has not complied.\n\n     3.9  Absence of Certain Changes.  Since the Balance Sheet Date, there has\n          --------------------------                                          \nnot been with respect to MSS any:\n\n          (a) material adverse change in the condition (financial or otherwise),\nproperties, assets, liabilities, businesses, operations, results of operations\nor prospects of MSS, except for an increase of Fifty Thousand Dollars\n($50,000.00) to a Line of Credit loan from Fred White to MSS occurring on April\n26, 1998;\n\n          (b) amendments or changes in the charter documents of MSS;\n\n\n                                       8\n\n \n          (c) (i) incurrence, creation or assumption by MSS of any mortgage,\nsecurity interest, pledge, lien or other encumbrance on any of the assets or\nproperties of MSS or any material obligation or liability or any indebtedness\nfor borrowed money in excess of Ten Thousand Dollars ($10,000); or (ii) issuance\nor sale of, or change with respect to the rights of, any debt or equity\nsecurities of MSS or any options or other rights to acquire from MSS, directly\nor indirectly, any debt or equity securities of MSS;\n\n          (d) payment or discharge of a lien or liability in excess of Ten\nThousand Dollars ($10,000) which lien or liability was not either shown on the\nBalance Sheet or incurred in the ordinary course of business after the Balance\nSheet Date;\n\n          (e) purchase, license, sale or other disposition, or any agreement or\nother arrangement for the purchase, license, sale or other disposition, of any\nof the assets, properties or goodwill of MSS in excess of Ten Thousand Dollars\n($10,000) other than in the ordinary course of its business consistent with its\npast practice;\n\n          (f) damage, destruction or loss, whether or not covered by insurance,\nhaving a Material Adverse Effect on MSS;\n\n          (g) declaration, setting aside or payment of any dividend on, or the\nmaking of any other distribution in respect of, the capital stock of MSS, any\nsplit, combination or recapitalization of the capital stock of MSS or any direct\nor indirect redemption, purchase or other acquisition of the capital stock of\nMSS or any change in any rights, preferences, privileges or restrictions of any\noutstanding security of MSS;\n\n          (h) change or increase in the compensation payable or to become\npayable to any of the officers, employees, consultants or agents of MSS, or any\nbonus or pension, insurance or other benefit payment or arrangement (including,\nwithout limitation, stock awards, stock appreciation rights or stock option\ngrants) made to or with any of such officers, employees, consultants or agents\nexcept in connection with normal salary or performance reviews, pursuant to\narrangements of which NetSelect has been informed, or otherwise in the ordinary\ncourse of business consistent with the past practice of MSS, all of which are\nset forth on the MSS Schedule of Exceptions;\n\n          (i) change with respect to the management, supervisory or other key\npersonnel of MSS;\n\n          (j) obligation or liability incurred by MSS to any of its officers,\ndirectors or shareholders except normal compensation and expense allowances\npayable to officers in the ordinary course of business consistent with the past\npractice of MSS;\n\n          (k) making by MSS of any loan, advance or capital contribution to, or\nany investment in, any officer, director or record or beneficial shareholder of\nMSS;\n\n          (l) entering into, amendment of, relinquishment, termination or non-\nrenewal by MSS of any contract, lease, transaction, commitment or other right or\nobligation which by its terms calls for annual payments in excess of Ten\nThousand Dollars ($10,000) (a \"Section 3.9 Contract\") other than in the ordinary\ncourse of its business consistent with its past practice or\n\n                                       9\n\n \nany written or oral indication or assertion by the other party thereto of\nproblems with MSS' services or performance under Section 3.9 Contract or such\nother party's desire to so amend, relinquish, terminate or not renew any Section\n3.9 Contracts;\n\n          (m) material change in the manner in which MSS extends discounts or\ncredits to customers or otherwise deals with its customers;\n\n          (n) entering into by MSS of any transaction, contract or agreement or\nthe conduct of business or operations other than in the ordinary course of its\nbusiness consistent with its past practices;\n\n          (o) transfer or grant of a right under any MSS IP Rights (as defined\nin Section 3.12 below), other than those transferred or granted in the ordinary\ncourse of MSS' business consistent with the past practice of MSS; or\n\n          (p) agreement or arrangement made by MSS to take any action which, if\ntaken prior to the date of this Agreement, would have made any representation or\nwarranty of MSS and the Shareholders set forth in this Agreement untrue or\nincorrect.\n\n     3.10 Contracts and Commitments.  To the best of MSS' and MSS Shareholder's\n          -------------------------                                            \nknowledge, Exhibit 3.10 sets forth a list of each of the following written or\n           ------------                                                      \noral contracts, agreements, commitments or other instruments to which MSS is a\nparty or to which it or any of its assets or properties is bound which calls for\nor requires payments or the provision of goods or services by any party in\nexcess of Ten Thousand Dollars ($10,000) per year (each a \"Material Contract\")\n(For purposes of this Section and Section 3.9, an agreement which provides for\nan initial payment or obligation less than Ten Thousand Dollars ($10,000), but\nwhich provides for possible future payments or obligations, shall be deemed to\nbe in excess of $10,000 if MSS or the Shareholders reasonably expect that the\nagreement will involve amounts in excess of Ten Thousand Dollars ($10,000) over\nthe term of the agreement.):\n\n          (a) consulting or similar agreement under which MSS provides any\nadvice or services to a customer of MSS;\n\n          (b) continuing contract for the future purchase, sale, license,\nprovision or manufacture of products, material, supplies, equipment or services\nwhich is not terminable on ninety (90) days' or less notice without cost or\nother liability to MSS or in which MSS has granted or received manufacturing\nrights, most favored customer pricing provisions or exclusive marketing rights\nrelating to any product or services, group of products or services or territory;\n\n          (c) contract providing for the acquisition of software by MSS, for the\ndevelopment of software for MSS, or the license of software to MSS, which\nsoftware is used or incorporated in any products currently distributed by MSS or\nservices currently provided by MSS or is contemplated to be used or incorporated\nin any products to be distributed or services to be provided by MSS (other than\nsoftware generally available to the public at a per copy license fee of less\nthan One Thousand Dollars ($1,000));\n\n                                      10\n\n \n          (d) joint venture or partnership contract or agreement or other\nagreement which has involved or is reasonably expected to involve a sharing of\nprofits or losses in excess of Ten Thousand Dollars ($10,000) per annum with any\nother party;\n\n          (e) contract or commitment for the employment of any officer, employee\nor consultant of MSS or any other type of contract or understanding with any\nofficer, employee or consultant of MSS which is not immediately terminable by\nMSS without cost or other liability;\n\n          (f) indenture, mortgage, trust deed, promissory note, loan agreement,\nguarantee or other agreement or commitment for the borrowing of money, for a\nline of credit or for a leasing transaction of a type required to be capitalized\nin accordance with United States Statement of Financial Accounting Standards No.\n13 of the Financial Accounting Standards Board;\n\n          (g) lease or other agreement under which MSS is lessee of or holds or\noperates any items of tangible personal property or real property owned by any\nthird party and under which payments to such third party exceed Ten Thousand\nDollars ($10,000) per annum;\n\n          (h) agreement or arrangement for the sale of any assets, properties,\nservices or rights, other than in the ordinary course of business consistent\nwith past practice;\n\n          (i) agreement which restricts MSS from engaging in any aspect of its\nbusiness or competing in any line of business in any geographic area;\n\n          (j) MSS IP Rights Agreements (as defined in Section 3.12 below);\n\n          (k) agreement relating to the sale, issuance, grant, exercise, award,\npurchase, repurchase or redemption of any shares of capital stock or other\nsecurities of MSS or any options, warrants or other rights to purchase or\notherwise acquire any such shares of stock, other securities or options,\nwarrants or other rights therefor;\n\n          (l) contract with or commitment to any labor union; or\n\n          (m) other agreement, contract, commitment or instrument that is\nmaterial to the business of MSS or that involves a commitment by MSS in excess\nof Ten Thousand Dollars ($10,000).\n\n     A copy of each Material Contract, or if such Material Contract is not in\nwriting a written summary of the material terms thereof, which is required by\nthis Section to be listed on Exhibit 3.10 has been delivered to NetSelect.\n(Where several Material Contracts that are not in writing contain material terms\nthat do not differ in significant respects from each other, MSS may summarize\nonce the material terms of such Material Contracts and then simply identify the\nvarious parties to such Material Contracts.)  No consent or approval of any\nthird party is required to ensure that, following the Closing, any Material\nContract shall continue to be in full force and effect without any breach or\nviolation thereof caused by virtue of the Merger or by any other transaction\ncalled for by this Agreement.\n\n                                      11\n\n \n     3.11 No Default. To the best knowledge of MSS and the Shareholders, MSS is\n          ----------                                                           \nnot in breach or default of, and has not breached or been in default of, any\nMaterial Contract, and MSS is not a party to any contract, agreement or\narrangement which has had, or is reasonably expected to have, a Material Adverse\nEffect on MSS. To the best knowledge of MSS and the Shareholders, MSS does not\nhave any material liability for renegotiations of government contracts or\nsubcontracts, if any.\n\n     3.12 Intellectual Property.\n          --------------------- \n\n          3.12.1  MSS owns, or has the irrevocable right to use, sell or license\nall Intellectual Property Rights (as defined below) necessary or required for\nthe conduct of its business as presently conducted and as presently proposed to\nbe conducted (such Intellectual Property Rights being hereinafter collectively\nreferred to as the \"MSS IP Rights\"), and such rights to use, sell or license are\nsufficient for such conduct of its business.  MSS is the legal and beneficial\nowner of all rights, including all copyright and worldwide distribution rights,\nto those certain computer software programs set forth on Exhibit 3, including\nall object code, source code, configurations, routines and algorithms contained\ntherein with annotations and related documentation, together with all\nalterations, modifications and reconfigurations thereof in all forms of\nexpression, including but not limited to, the source code, object code,\nflowcharts, block diagrams, manuals and all other documentation no matter how\nstored, transmitted, read or utilized and all copyrights, trade secrets,\npatents, inventions (whether patentable or not), proprietary rights and\nintellectual property rights associated therewith (collectively the \"Software\").\nThe term \"MSS IP Rights\" includes, without limitation, the Software.\n\n          3.12.2  The execution, delivery and performance of this Agreement and\nthe consummation of the Merger and the other transactions contemplated hereby\nwill not constitute a material breach of or default under any instrument,\ncontract, license or other agreement governing any MSS IP Right (the \"MSS IP\nRights Agreements\") and will not cause the forfeiture or termination, or give\nrise to a right of forfeiture or termination, of any MSS IP Right or materially\nimpair the right of MSS to use, sell, license, provide or otherwise commercially\nexploit any MSS IP Right or portion thereof (except where such breach,\nforfeiture or termination would not have a Material Adverse Effect on MSS).\nThere are no royalties, honoraria, fees or other payments payable by MSS to any\nperson by reason of the ownership, use, license, sale, exploitation or\ndisposition of the MSS IP Rights.\n\n          3.12.3  Neither the manufacture, marketing, license, sale, furnishing\nor intended use of any product or service currently licensed, utilized, sold,\nprovided or furnished by MSS or currently under development by MSS has violated\nor now violates any license or agreement between MSS and any third party or\ninfringes or misappropriates any Intellectual Property Right of any other party;\nand there is no pending or, to the best knowledge of MSS and the Shareholders,\nthreatened claim or litigation contesting the validity, ownership or right to\nuse, sell, license or dispose of any MSS IP Right nor is there any basis for any\nsuch claim, nor has MSS received any notice asserting that any MSS IP Right or\nthe proposed use, sale, license or disposition thereof conflicts or will\nconflict with the rights of any other party, nor is there any basis for any such\nassertion.  To the knowledge of MSS and the Shareholders, no employee or agent\nof or consultant to MSS is in violation of any term of any employment contract,\npatent disclosure agreement, noncompetition agreement, non-solicitation\nagreement or any other\n\n                                      12\n\n \ncontract or agreement, or any restrictive covenant relating to the right of any\nsuch employee, agent or consultant to be employed thereby, or to use trade\nsecrets or proprietary information of others, and the employment of such\nemployees or engagement of such agents and consultants does not subject MSS to\nany liability.\n\n          3.12.4  MSS has taken reasonable and practicable steps, in accordance\nwith prevailing industry standards, designed to protect, preserve and maintain\nthe secrecy and confidentiality of all material MSS IP Rights and all MSS'\nproprietary rights therein; provided, however, that NetSelect acknowledges that\nMSS does not have any registered patents, trademarks or copyrights, and has not\nfiled any patent, trademark or copyright registrations.  All officers, employees\nand consultants of MSS have executed and delivered to MSS an agreement regarding\nthe protection of such proprietary information and the assignment of inventions\nto MSS in the form attached hereto as Exhibit 5.12, which was provided to\ncounsel for NetSelect.  Copies of all such agreements, executed by all such\npersons, have been delivered to NetSelect's counsel.\n\n          3.12.5  Exhibit 3 contains a list of all MSS IP Rights and all\nworldwide applications, registrations, filings and other formal actions made or\ntaken pursuant to federal, state and foreign laws by MSS to secure, perfect or\nprotect its interest in MSS IP Rights, including, without limitation, all\npatents, patent applications, copyrights (whether or not registered), copyright\napplications, trademarks, service marks and trade names (whether or not\nregistered) and trademark, service mark and trade name applications.\n\n          3.12.6  As used herein, the term \"Intellectual Property Rights\" means,\ncollectively, all worldwide industrial and intellectual property rights,\nincluding, without limitation, patents, patent applications, patent rights,\ntrademarks, trademark applications, trade dress rights, trade names, service\nmarks, service mark applications, copyrights, copyright applications, mask work\nrights, mask work registrations, franchises, licenses, inventions, trade\nsecrets, know-how, customer lists, proprietary processes and formulae, software\nsource and object code, algorithms, architecture, structure, display screens,\nlayouts, inventions, development tools and all documentation and media\nconstituting, describing or relating to the above, including, without\nlimitation, manuals, memoranda and records.\n\n     3.13 Compliance with Laws; Franchise Matters.\n          --------------------------------------- \n\n          (a) MSS is now and at the Closing Date will be in compliance in all\nmaterial respects with all applicable national, state, local or foreign laws,\nordinances, regulations, and rules, and all orders, writs, injunctions, awards,\njudgments, and decrees applicable to MSS or to MSS' assets, properties, and\nbusiness, where failure to be in such compliance would have a Material Adverse\nEffect on MSS. To the knowledge of MSS and the Shareholders, MSS holds all\npermits, licenses and approvals from, and has made all filings with, third\nparties, including government agencies and authorities, that are necessary in\nconnection with MSS' present business, except those where failure to do so would\nnot have a Material Adverse Effect on MSS.\n\n          (b) To the knowledge of MSS and the Shareholders, no agreement to\nwhich MSS or any Subsidiary is a party, and no actions or omissions by MSS or\nany Subsidiary, (i) constitute a \"franchise,\" \"franchise agreement\" or otherwise\nestablish any franchise relationship\n\n                                      13\n\n \nor (ii) will subject NetSelect or NNH to any liability under any \"business\nopportunity\" or \"baby FTC\" statutes, each as defined under applicable state\nlaws.\n\n     3.14 Certain Transactions and Agreements.  To the knowledge of MSS and the\n          -----------------------------------                                  \nShareholders, (i) none of the officers or directors of MSS, nor any member of\ntheir immediate families, has any direct or indirect ownership interest in any\nfirm or corporation that competes with, or does business with, or has any\ncontractual arrangement with MSS (except with respect to any interest in less\nthan five percent (5%) of the stock of any corporation whose stock is publicly\ntraded), (ii) none of said officers, directors, employees or shareholders or any\nmember of their immediate families, is directly or indirectly interested in any\ncontract or informal arrangement with MSS, except for normal compensation for\nservices as an officer, director or employee thereof that have been disclosed to\nNetSelect, and (iii) none of said officers, directors, employees or shareholders\nor family members has any interest in any property, real or personal, tangible\nor intangible (including but not limited to any MSS IP Rights or any other\nIntellectual Property Rights) that is used in or that pertains to the business\nof MSS, except for the normal rights of a shareholder.\n\n     3.15 Employees, ERISA and Other Compliance.\n          ------------------------------------- \n\n          3.15.1  MSS is in compliance in all material respects with all\napplicable laws, agreements and contracts relating to employment, employment\npractices, wages, hours, and terms and conditions of employment, including, but\nnot limited to, employee compensation matters in each of the jurisdictions in\nwhich it conducts business.  A list of all employees, officers and consultants\nof MSS, their title, date of hire, employer entity and current compensation is\nset forth on Exhibit 3, which has been delivered to NetSelect.  MSS does not\nhave any employment contracts or consulting agreements currently in effect that\nare not terminable at will (other than agreements with the sole purpose of\nproviding for the confidentiality of proprietary information or assignment of\ninventions).\n\n          3.15.2  MSS (i) has not previously been and is not now subject to a\nunion organizing effort, (ii) is not subject to any collective bargaining\nagreement with respect to any of its employees, (iii) is not subject to any\nother contract, written or oral, with any trade or labor union, employees'\nassociation or similar organization, and (iv) does not have any current labor\ndisputes.  MSS has good labor relations, and has no knowledge of any facts\nindicating that the consummation of the transactions contemplated hereby will\nhave a Material Adverse Effect on such labor relations.  Neither MSS nor the\nShareholders has any knowledge that any key employee of MSS intends to leave the\nemploy of MSS.\n\n          3.15.3  MSS does not have any \"employee benefit plan,\" as defined in\nSection 3(3) of the Employee Retirement Income Security Act of 1974, as amended\n(\"ERISA\").  MSS has no pension plan which constitutes, or has since the\nenactment of ERISA constituted, a \"multi-employer plan\" as defined in Section\n3(37) of ERISA.  No MSS pension plans are subject to Title IV of ERISA.\n\n          3.15.4  There exists no employment, severance or other similar\ncontract, arrangement or policy, each \"employee benefit plan\" as defined in\nSection 3(3) of ERISA (if any) and each plan or arrangement (written or oral)\nproviding for insurance coverage (including\n\n                                      14\n\n \nany self-insured arrangements), workers' benefits, vacation benefits, severance\nbenefits, disability benefits, death benefits, hospitalization benefits,\nretirement benefits, deferred compensation, profit-sharing, bonuses, stock\noptions, stock purchase, phantom stock, stock appreciation or other forms of\nincentive compensation or post-retirement insurance, compensation or benefits\nfor employees, consultants or directors which is entered into, maintained or\ncontributed to by MSS and covers any employee or former employee or consultant\nor former consultant of MSS. Such contracts, plans and arrangements are as\ndescribed in this Section 3.15.4 are hereinafter collectively referred to as the\n\"MSS Benefit Arrangements.\" Each MSS Benefit Arrangement has been maintained in\ncompliance in all material respects with its terms and with the requirements\nprescribed by any and all laws, statutes, orders, rules and regulations that are\napplicable to such MSS Benefit Arrangement. MSS has delivered to NetSelect and\nits counsel, Fenwick &amp; West LLP, a complete and correct copy and summary\ndescription of each MSS Benefit Arrangement.\n\n          3.15.5  There has been no amendment to, written interpretation or\nannouncement (whether or not written) by MSS relating to, or change in employee\nparticipation or coverage under, any MSS Benefit Arrangement that would increase\nmaterially the expense of maintaining such MSS Benefit Arrangement above the\nlevel of the expense incurred in respect thereof for MSS' fiscal year ended\nDecember 31, 1997.\n\n          3.15.6  The group health plans (as defined in Section 4980B(g) of the\nCode) that benefit employees of MSS are in compliance, in all material respects,\nwith the continuation coverage requirements of Section 4980B of the Code as such\nrequirements affect MSS and its employees.  As of the Closing Date, there will\nbe no material outstanding, uncorrected violations under the Consolidation\nOmnibus Budget Reconciliation Act of 1985, as amended (\"COBRA\"), with respect to\nany of the MSS Benefit Arrangements, covered employees, or qualified\nbeneficiaries that could result in a Material Adverse Effect on MSS, or in a\nmaterial adverse effect on the business, operations or financial condition of\nNetSelect as its successor.  MSS has provided, or shall have provided prior to\nthe Closing, to individuals entitled thereto, all required notices and coverage\npursuant to Section 4980B of COBRA, with respect to any \"qualifying event\" (as\ndefined in Section 4980B(f)(3) of the Code) occurring prior to and including the\nClosing Date, and no material amount payable on account of Section 4980B of the\nCode has been incurred with respect to any current or former employees of MSS\n(or their beneficiaries).\n\n          3.15.7  No benefit payable or which may become payable by MSS pursuant\nto any MSS Benefit Arrangement or as a result of or arising under this Agreement\nshall constitute an \"excess parachute payment\" (as defined in Section 280G(b)(1)\nof the Code) which is subject to the imposition of an excise tax under Section\n4999 of the Code or which would not be deductible by reason of Section 280G of\nthe Code.  MSS is not a party to any (a) agreement (other than as described in\n(b) below) with any executive officer or other key employee thereof (i) the\nbenefits of which are contingent, or the terms of which are materially altered,\nupon the occurrence of a transaction involving MSS in the nature of any of the\ntransactions contemplated by this Agreement, (ii) providing any term of\nemployment or compensation guarantee, or (iii) providing severance benefits or\nother benefits after the termination of employment of such employee regardless\nof the reason for such termination of employment, or (b) agreement or plan,\nincluding, without limitation, any stock option plan, stock appreciation rights\nplan or stock purchase plan, any of the benefits of which will be materially\nincreased, or the vesting of benefits of which will\n\n                                      15\n\n \nbe materially accelerated, by the occurrence of the Merger or any of the other\ntransactions contemplated by this Agreement or the value of any of the benefits\nof which will be calculated on the basis of any of the transactions contemplated\nby this Agreement.\n\n     3.16 Corporate Documents.  MSS has delivered to NetSelect for examination\n          -------------------                                                 \nall documents and information listed in the MSS Schedule of Exceptions or other\nExhibits called for by this Agreement, including, without limitation, the\nfollowing:  (a) copies of the charter documents as currently in effect of MSS;\n(b) the Minute Book containing all records of all proceedings, consents,\nactions, minutes, and meetings of MSS, including (but not limited to) actions of\nshareholders, board of directors and any committees thereof; (c) the stock\nledger and journal reflecting all stock issuances and transfers of MSS; (d) all\nmaterial permits, orders, and consents issued by any regulatory agency with\nrespect to MSS, or any securities of MSS, and all applications for such permits,\norders, and consents; and (e) all Material Agreements required to be disclosed\npursuant to Section 3.10.\n\n     3.17 No Brokers.  Neither MSS nor the Shareholders nor any affiliate of MSS\n          ----------                                                            \nis obligated for the payment of any fees or expenses of any investment banker,\nbroker or finder in connection with the origin, negotiation or execution of this\nAgreement or in connection with the Merger or any other transaction contemplated\nhereby.\n\n     3.18 Books and Records.  The books, records and accounts of MSS (a) are in\n          -----------------                                                    \nall material respects true, complete and correct, (b) are stated in reasonable\ndetail and in all material respects fairly reflect the transactions and\ndispositions of the assets of MSS, and (c) fairly reflect the basis for the MSS\nFinancial Statements.\n\n     3.19 Insurance.  Exhibit 3 hereto lists all insurance maintained by MSS,\n          ---------                                                          \nincluding, without limitation, fire and casualty, general liability, business\ninterruption, product liability, errors and omissions, and sprinkler and water\ndamage insurance.\n\n     3.20 Environmental Matters.\n          --------------------- \n\n          3.20.1  During the period that MSS has leased or owned its respective\nproperties or owned or operated any facilities, to the best knowledge of MSS and\nthe Shareholders, there have been no disposals, releases or threatened releases\nof Hazardous Materials (as defined below) on, from or under such properties or\nfacilities that resulted from any act or omission of MSS or any of its\nemployees, agents or invitees.  MSS has no knowledge of any presence, disposals,\nreleases or threatened releases of Hazardous Materials on, from or under any of\nsuch properties or facilities, which may have occurred prior to MSS having taken\npossession of any of such properties or facilities.  For the purposes of this\nAgreement, the terms \"disposal,\" \"release,\" and \"threatened release\" shall have\nthe definitions assigned thereto by the Comprehensive Environmental Response,\nCompensation and Liability Act of 1980, 42 U.S.C. (S) 9601 et seq., as amended\n(\"CERCLA\").  For the purposes of this Agreement \"Hazardous Materials\" shall mean\nany hazardous or toxic substance, material or waste which is or becomes prior to\nthe Closing regulated under, or defined as a \"hazardous substance,\" \"pollutant,\"\n\"contaminant,\" \"toxic chemical,\" \"hazardous materials,\" \"toxic substance\" or\n\"hazardous chemical\" under (a) CERCLA; (b) any similar federal, state or local\nlaw; or (c) regulations promulgated under any of the above laws or statutes.\n\n                                      16\n\n \n          3.20.2  To the best knowledge of MSS and the Shareholders, none of the\nproperties or facilities of MSS is in violation of any federal, state or local\nlaw, ordinance, regulation or order relating to industrial hygiene or to the\nenvironmental conditions on, under or about such properties or facilities,\nincluding, but not limited to, soil and ground water condition.  During the time\nthat MSS has owned or leased its properties and facilities, neither MSS nor, to\nthe best knowledge of MSS and the Shareholders, any third party, has used,\ngenerated, manufactured or stored on, under or about such properties or\nfacilities or transported to or from such properties or facilities any Hazardous\nMaterials, other than MSS' lawful use of standard office supplies customarily\nused in office environments that contain legally permitted amounts of Hazardous\nMaterials that would have no Material Adverse Effect.\n\n          3.20.3  During the time that MSS has owned or leased its properties\nand facilities, there has been no litigation brought or threatened against MSS,\nor, to the best knowledge of MSS and the Shareholders, against any lessor or\nowner of real property leased by MSS, or any settlement reached by MSS or the\nShareholders with any party or parties alleging the presence, disposal, release\nor threatened release of any Hazardous Materials on, from or under any of such\nproperties or facilities.\n\n     3.21 Tax Advice.  Shareholders have been advised by their own advisers\n          ----------                                                       \nconcerning the tax treatment of the Merger and the other transactions\ncontemplated by this Agreement, and is not relying on NetSelect or any of its\nagents for any advice concerning such tax consequences.\n\n     3.22 Contracts Assignable.  Upon the Effective Date, all instruments,\n          --------------------                                            \nagreements, contracts, letter of intent or commitments to which MSS is a party\nor by which MSS or its assets or properties are bound shall be assigned to NNH\nwithout any action on the part of any party hereto.\n\n     3.23 Tax Free Reorganization.\n          ----------------------- \n\n          (a) Neither MSS nor, to its knowledge, any MSS shareholder has taken\nor agreed to take any action that would prevent the Merger from constituting a\nreorganization qualifying under the provisions of Section 368(a) of the Code.\n\n          (b) Immediately following the Merger, NNH will hold at least 90% of\nthe fair market value of MSS' net assets and at least seventy percent (70%) of\nthe fair market value of MSS' gross assets held immediately prior to the Merger.\nFor purposes of this representation, amounts used by MSS to pay merger expenses\nand all redemptions and distributions (except for regular, normal dividends)\nmade by MSS will be included as assets of MSS immediately prior to  the Merger.\n\n          (c) MSS is not an investment company as defined in Section 368(a) of\nthe Code.\n\n     3.24 Shareholders Investment Representations.  Each Shareholder understands\n          ---------------------------------------                               \nthat the Merger Shares have not been registered under the 1933 Act, and that\nthey are being offered and sold pursuant to an exemption from registration\ncontained in the 1933 Act based in part upon the representations of the\nShareholders contained herein.  Each Shareholder hereby, severally and not\njointly, represents and warrants to and agrees with the Company as follows:\n\n                                      17\n\n \n          (a) The Merger Shares are being acquired for such Shareholder's own\naccount, for investment and not with a view to, or for resale in connection\nwith, any distribution or public offering thereof within the meaning of the 1933\nAct, Texas Law or California Law or the securities laws of any other state\napplicable to such Shareholder.  If such Shareholder is an entity, such\nShareholder represents that it was not formed for the purpose of acquiring the\nMerger Shares.\n\n          (b) Such Shareholder understands that the Merger Shares have not been\nregistered under the 1933 Act by reason of their issuance in a transaction\nexempt from the registration and prospectus delivery requirements of the 1933\nAct, that the Company has no present intention of registering the Merger Shares,\nthat the Merger Shares must be held by such Shareholder indefinitely, and that\nsuch Shareholder must therefore bear the economic risk of such investment\nindefinitely, unless a subsequent disposition thereof is registered under the\n1933 Act or is exempt from registration.  Such Shareholder further understands\nthat the Merger Shares have not been qualified under the Texas Law or California\nLaw by reason of their issuance in a transaction exempt from the qualification\nrequirements of the California Law pursuant to Section 25102(f) thereof, which\nexemption depends upon, among other things, the bona fide nature of such\nShareholder's investment intent expressed above.\n\n          (c) During the negotiation of the transactions contemplated herein,\nsuch Shareholder and its representatives have been afforded access as requested\nby such Shareholder and its representatives to corporate books, records,\ncontracts, documents and other information concerning the Company and to its\noffices and facilities, have been afforded an opportunity to ask such questions\nof the Company's officers, employees, agents and representatives concerning the\nCompany's business, operations, financial condition, assets, liabilities and\nother relevant matters as they have deemed necessary or desirable, and have been\ngiven all such information as has been requested in order to evaluate the merits\nand risks of the prospective investments contemplated herein.\n\n          (d) Such Shareholder and such Shareholder's representatives have been\nsolely responsible for such Shareholder's own \"due diligence\" investigation of\nthe Company and the Company's management and business, for such Shareholder's\nown analysis of the merits and risks of this investment, and for such\nShareholder's own analysis of the fairness and desirability of the terms of the\ninvestment.  In taking any action or performing any role relative to the\narranging of the proposed investment, such Shareholder has acted solely in such\nShareholder's own interest, and neither such Shareholder (nor any of such\nShareholder's agents or employees) has acted as an agent of the Company.  Such\nShareholder has such knowledge and experience in financial and business matters\nthat such Shareholder is capable of evaluating the merits and risks of the\npurchase of the Merger Shares pursuant to the terms of the Agreement and of\nprotecting such Shareholder's interests in connection therewith.\n\n          (e) Such Shareholder is able to bear the economic risk of the purchase\nof the Merger Shares pursuant to the terms of the Agreement, including a\ncomplete loss of such Shareholder's investment in the Merger Shares.\n\n                                      18\n\n \n          (f) Such Shareholder knows of no public solicitations or\nadvertisements made by any Shareholder or prospective purchaser in connection\nwith the offer and sale of the Merger Shares.\n\n          (g) Such Shareholder has not retained any person to act on its behalf,\nnor has any person contended that such person was so retained, to assist the\nCompany as its broker or finder in connection with the transactions contemplated\nby the Agreement.\n\n     3.25 Ability to Conduct Business.  To the knowledge of MSS and the\n          ---------------------------                                  \nShareholders, there are currently no restrictions, contractual or otherwise,\nthat would impair the ability of NetSelect or any of its subsidiaries other than\nNNH from providing Internet services to consumers for new homes in any\njurisdiction in the United States as was provided by MSS in the state of Texas\nprior to the Effective Date.\n\n     3.26 Disclosure.  To the best knowledge of MSS and the Shareholders,\n          ----------                                                     \nneither this Agreement, its exhibits and schedules, nor any of the certificates\nor documents to be delivered by MSS and\/or the Shareholders to NetSelect under\nthis Agreement, taken together, contains any untrue statement of a material fact\nor omits to state any material fact necessary in order to make the statements\ncontained herein and therein, in light of the circumstances under which such\nstatements were made, not misleading.\n\n4.   REPRESENTATIONS AND WARRANTIES OF NETSELECT AND NNH\n\n     NetSelect and NNH each represent and warrant, that each of the following\nrepresentations and statements in this Section 4 is true and correct.  For\npurposes of this Agreement, phrases such as \"the knowledge of NetSelect or NNH,\"\n\"to the best knowledge of NetSelect or NNH\" or similar phrases shall mean, and\nshall be limited to, the actual knowledge of the Chief Executive Officers of\nNetSelect after having made reasonable investigation and inquiry of the\nrespective directors, officers or employees of NetSelect who could reasonably be\nexpected to have knowledge of the matters to which the statement relates.\n\n     4.1  Organization and Good Standing.  NetSelect and NNH are corporations\n          ------------------------------                                     \nduly organized, validly existing and in good standing under the laws of the\nState of Delaware, and each has the corporate power and authority to own,\noperate and lease its properties and to carry on its business as now conducted\nand as proposed to be conducted, and is duly qualified to transact business as a\nforeign corporation in each jurisdiction in which its failure to be so qualified\nwould have a Material Adverse Effect.\n\n     4.2  Power, Authorization and Validity.\n          --------------------------------- \n\n          4.2.1  Upon obtaining the approval of its stockholders in accordance\nwith sections 9.15 and 9.16 hereof, each of NetSelect and NNH has the right,\npower, legal capacity and authority to enter into, execute, deliver and perform\nits obligations under this Agreement and the NetSelect Ancillary Agreements, and\nwill have all requisite corporate power and authority to consummate the Merger.\nThe execution, delivery and performance of this Agreement and the NetSelect\nAncillary Agreements by NetSelect and NNH have been duly and validly approved\n\n                                      19\n\n \nand authorized by all necessary corporate action on the part of the Board of\nDirectors and shareholders of NetSelect and NNH.\n\n          4.2.2  Except for obtaining the approval of its stockholders in\naccordance with Sections 9.15 and 9.16 hereof, no filing, authorization,\nconsent, approval or order, governmental or otherwise, is necessary or required\nto enable NetSelect or NNH to lawfully enter into, and to perform its\nobligations under, this Agreement and the NetSelect Ancillary Agreements except\nfor such filings as may be required to comply with applicable securities laws in\nconnection with the Merger itself.\n\n          4.2.3  This Agreement and the NetSelect Ancillary Agreements are, or\nwhen executed by NetSelect and NNH will be, valid and binding obligations of\nNetSelect and NNH, respectively, enforceable in accordance with their respective\nterms, except that (i) such enforcement may be subject to bankruptcy,\ninsolvency, reorganization, moratorium or other similar laws now or hereafter in\neffect relating to creditors' rights and (ii) the remedy of specific performance\nand injunctive relief and other forms of equitable relief may be subject to\nequitable defenses and to the discretion of the court before which any\nproceeding therefor may be brought.\n\n     4.3  Capital Structure.\n          ----------------- \n\n          4.3.1  Stock.\n                 ----- \n\n          (a) The authorized capital stock of NetSelect consists of 35,000,000\nshares of Class A Common Stock, $0.001 par value per share, 10,000,000 shares of\nClass B Common Stock, par value $0.001 per share, and 5,000,000 shares of\nPreferred Stock, par value $0.001 per share, of which 1,647,059 shares have been\ndesignated as Series A Convertible Preferred Stock, 352,941 shares have been\ndesignated as Series B Convertible Preferred Stock, 700,000 shares have been\ndesignated as Series C Convertible Preferred Stock, and 681,201 shares have been\ndesignated as Series D Convertible Preferred Stock.  On the Effective Date,\n265,852 shares of Class A Common Stock were issued and outstanding, 116,470\nshares of Class B Common Stock were issued and outstanding, and 3,370,665 shares\nof NetSelect's Preferred Stock were issued and outstanding.  All outstanding\nshares of NetSelect's Preferred Stock and NetSelect's Common Stock are validly\nissued, fully paid and nonassessable and not subject to preemptive rights.\nNetSelect has provided to the Shareholders, and their counsel, copies of (i)\nNetSelect's Certificate of Incorporation, as amended to date, (ii) Bylaws, as\namended to date, and (iii)  a true and correct list of the shareholders of\nNetSelect and the number of shares of Common Stock and Preferred Stock held by\neach such person.\n\n          (b) The authorized capital stock of NNH consists of 1,000 shares of\nCommon Stock, $0.001 par value per share.  On the Effective Date, 100 shares of\nCommon Stock were issued and outstanding, all of which are owned by NetSelect.\nAll outstanding shares of NNH Common Stock are validly issued, fully paid and\nnonassessable and not subject to preemptive rights. NNH has provided to the\nShareholders, and their counsel, copies of (i) NNH's Certificate of\nIncorporation and (ii) bylaws.\n\n                                      20\n\n \n          4.3.2  Options.  Options to purchase a total of 893,588 shares are\n                 -------                                                    \noutstanding, including options granted pursuant to the NetSelect 1996 Stock\nOption Plan, (the \"NetSelect Option Plan\").\n\n          4.3.3  No Other Commitments.  Except for (i) the NetSelect stock\n                 --------------------                                     \noptions (whether granted or ungranted) described in Section 4.3.2 above, (ii)\nthe conversion privileges of the NetSelect Preferred Stock, and (iii) the right\nof first offer provided for in the NetSelect, Inc. Stockholder's Agreement,\ndated as of November 26, 1996, as amended, as of the Effective Date, there are\nno options, warrants, convertible or other securities, calls, commitments,\nconversion privileges or preemptive or other rights or agreements of any\ncharacter to which NetSelect is a party or by which NetSelect is bound\nobligating NetSelect to issue, deliver or sell, or cause to be issued, delivered\nor sold, any shares of capital stock of NetSelect or securities convertible into\nor exchangeable for shares of capital stock of NetSelect, or obligating\nNetSelect to grant, extend or enter into any such option, warrant, call, right,\ncommitment, conversion right or agreement.\n\n     4.4  No Violation of  Existing Agreements.  Neither the execution and\n          ------------------------------------                            \ndelivery of this Agreement or any NetSelect Ancillary Agreement, nor the\nconsummation of the Merger or any of the other transactions contemplated hereby,\nnor NetSelect's discussion or negotiation with MSS of the Merger or any other\ntransaction contemplated hereby, will conflict with, or (with or without notice\nor lapse of time, or both) result in a termination, breach, impairment or\nviolation of:  (i) any provision of the charter documents of NetSelect or NNH as\ncurrently in effect; (ii) any federal, state, local or foreign judgment, writ,\ndecree, order, statute, rule or regulation applicable to NetSelect or NNH or\neither such company's assets or properties; or (iii) any material instrument,\nagreement, contract, letter of intent or commitment to which NetSelect or NNH is\na party or by which NetSelect, NNH or either such company's assets or properties\nare or were bound.  The consummation of the Merger by NetSelect and NNH will not\nrequire the consent of any third party pursuant to the terms of any agreement to\nwhich NetSelect or NNH is a party or by which NetSelect, NNH or either such\ncompany's assets or properties are bound.\n\n     4.5  Validity of Shares.  The shares of NetSelect Preferred Stock to be\n          ------------------                                                \nissued pursuant to the Merger and the shares of NetSelect's Common Stock to be\nissued upon the conversion of the NetSelect Preferred Stock in accordance with\nNetSelect's Certificate of Incorporation, as amended through such date, shall,\nwhen issued:  (a) be duly authorized, validly issued, fully paid and\nnonassessable and free of liens and encumbrances created by any person other\nthan the Shareholders, and (b) be free and clear of any transfer restrictions,\nliens and encumbrances except for restrictions on transfer under applicable\nfederal securities laws, including Rule 144 promulgated under the 1933 Act and\nexcept for restrictions contemplated by this Agreement.\n\n     4.6  Litigation.  There is no action, suit, arbitration, mediation,\n          ----------                                                    \nproceeding, claim or investigation pending against NetSelect or NNH (or to the\nknowledge of NetSelect or NNH, against any of their respective officers,\ndirectors or employees or agents, in their capacity as such or relating to their\nemployment, services or relationship with NetSelect or National) before any\ncourt, administrative agency or arbitrator that, if determined adversely to\nNetSelect or NNH (or any such respective officer, director, employee or agent)\nmay reasonably be expected to have a Material Adverse Effect on NetSelect or\nNNH, nor, to NetSelect's or NNH's knowledge, has any such action, suit,\nproceeding, arbitration, mediation, claim or investigation been threatened.  To\nNetSelect's and NNH's knowledge, there is no basis for any person, firm,\ncorporation or other\n\n                                      21\n\n \nentity, to assert a claim against NetSelect or NNH based upon: (a) NetSelect and\nNNH entering into this Agreement or consummating the Merger; or (b) any claims\nof ownership, rights to ownership, or options, warrants or other rights to\nacquire ownership, of any material amount of shares of the stock of NetSelect\n(except pursuant to agreements between such persons and NetSelect or pursuant to\nthe rights of outstanding Preferred Stock of NetSelect). There is no judgment,\ndecree, injunction, rule or order of any governmental entity or agency, court or\narbitrator outstanding against NetSelect.\n\n     4.7  No Default.  To the knowledge of NetSelect and NNH, neither NetSelect\n          ----------                                                           \nnor NNH is in breach or default of any agreement to which NetSelect is a party,\nwhich breach or default is reasonably likely to have a Material Adverse Effect\non NetSelect or NNH.\n\n     4.8  Absence of Certain Changes.  Since March 31, 1998, there has not been\n          --------------------------                                           \nwith respect to NetSelect any:\n\n          (a) material adverse change in the condition (financial or otherwise),\nproperties, assets, liabilities, businesses, operations, results of operations\nor prospects of NetSelect or NNH;\n\n          (b) damage, destruction, or loss, whether or not covered by insurance,\nhaving a Material Adverse Effect on NetSelect or NNH;\n\n          (c) transfer of a material intellectual property right of NetSelect,\nother than those (if any) transferred in the ordinary course of NetSelect's and\nNNH's business consistent with NetSelect's and NNH's respective past practice;\n\n          (d) amendments or changes in the certificate of incorporation of\nNetSelect or NNH, each as amended (including any certificates of designation);\nor\n\n          (e) agreement or arrangement made by NetSelect or NNH to take any\naction which, if taken prior to the date of this Agreement, would have made any\nrepresentation or warranty of NetSelect or NNH set forth in this Agreement\nuntrue or incorrect in any material respect.\n\n     4.9  Compliance with Laws.  To the knowledge of NetSelect and NNH,\n          --------------------                                         \nNetSelect and NNH each are now and at the Closing Date will be in compliance in\nall material respects with all applicable national, state, local or foreign\nlaws, ordinances, regulations, and rules, and all orders, writs, injunctions,\nawards, judgments, and decrees applicable to their respective assets,\nproperties, and business, where failure to be in such compliance would have a\nMaterial Adverse Effect on NetSelect or NNH.  To the knowledge of NetSelect and\nNNH, NetSelect and NNH hold all permits, licenses and approvals from and have\nmade all filings for third parties, including government agencies and\nauthorities, that are necessary in connection with NetSelect's and NNH's present\nbusiness, except where a failure to have such permits, licenses or approvals or\nfailure to make such filings would not have a Material Adverse Effect on\nNetSelect and NNH.\n\n     4.10  Disclosure. To the knowledge of NetSelect and NNH, neither this\n           ----------                                                     \nAgreement, its exhibits and schedules, nor any of the certificates or documents\nto be delivered by NetSelect or NNH to MSS or the Shareholders under this\nAgreement, taken together, contains any untrue\n\n                                      22\n\n \nstatement of material fact or omits to state any material fact necessary in\norder to make the statements contained herein and therein in light of the\ncircumstances under which such statements were made, not misleading.\n\n     4.11  NetSelect Financial Information.  The NetSelect Financial Information\n           -------------------------------                                      \nis unaudited and has not otherwise been reviewed by any independent accountant.\nThe NetSelect Financial Information has been prepared in good faith.  However,\nNetSelect does not represent or warrant that the NetSelect Financial Information\nhas been prepared in accordance with generally accepted accounting principles or\nthat the NetSelect Financial Information is accurate in all material respects;\nand application of generally accepted accounting principles, or further review\nof such NetSelect Financial Information and NetSelect's financial records by\nNetSelect or an independent accountant, may result in differences (some of which\ncould be material) in the information presented in the NetSelect Financial\nInformation.  The line item entitled \"Cash and Cash Equivalents\" in the balance\nsheet information as of March 31, 1998, accurately sets forth in all material\nrespects NetSelect's cash and cash equivalents as of that date.  In a\ntransaction completed in January 1998, NetSelect sold shares of Series D\nPreferred Stock at a per share price of $14.57 per share, and received gross\nproceeds of $10,000,000.\n\n     4.12  Stockholder Agreements.  Other than compensatory plans, arrangements\n           ----------------------                                              \nor agreements, those agreements referenced in connection with the organization\nand formation of NetSelect and NNH, those agreements referenced in the closing\ndocuments relating to NetSelect's Preferred Stock financings, and those\nagreements made available by NetSelect for review by the Shareholders before the\nClosing Date, there are no agreements between NetSelect and holders of NetSelect\nPreferred Stock (\"Holders\") that grant such Holders materially superior rights\nor preferences by virtue of their ownership of shares of NetSelect Preferred\nStock, than the rights and preferences of holders of NetSelect Preferred Stock\ngenerally or that provide materially superior economic rights or relationships\namong NetSelect and such holders.\n\n     4.13  Tax Free Reorganization.\n           ----------------------- \n\n          (a) Neither NetSelect nor, to its knowledge, any NetSelect stockholder\nhas taken or agreed to take any action that would prevent the Merger from\nconstituting a reorganization qualifying under the provisions of Section 368(a)\nof the Code.\n\n          (b) NetSelect is not an investment company as defined in Section\n368(a) of the Code.\n\n5.   COVENANTS OF MSS AND THE SHAREHOLDERS\n\n     During the period from the Effective Date until the earlier to occur of (i)\nthe Closing, or (ii) the termination of this Agreement in accordance with\nSection 10, MSS and the Shareholders hereby jointly and severally covenant and\nagree with NetSelect as follows:\n\n     5.1  Advice of Changes.  MSS or the Shareholders, as the case may be, will\n          -----------------                                                    \nuse all reasonable efforts to promptly advise NetSelect in writing (a) of any\nevent occurring subsequent to the date of this Agreement that would render any\nrepresentation or warranty of MSS and the Shareholders contained in Section 3 of\nthis Agreement, if made on or as of the date of such event or the Closing Date,\nuntrue or inaccurate in any material respect and (b) of any material adverse\n\n                                      23\n\n \nchange in MSS' assets, business, results of operations, financial condition or\nprospects.  MSS shall deliver to NetSelect within thirty (30) days after the end\nof each calendar month ending after the Effective Date and before the Closing\nDate, an unaudited balance sheet and statement of operations, which financial\nstatements shall be prepared in the ordinary course of business consistent with\nthe past practice of MSS (according to generally accepted accounting principles\napplied on a consistent basis, except for the absence of footnotes and subject\nto normal year-end adjustments, none of which are expected to be material in\namount), in accordance with MSS' books and records and shall fairly present the\nfinancial position of MSS as of their respective dates and the results of MSS'\noperations for the periods then ended.\n\n     5.2  Maintenance of Business.  MSS will uses its best efforts to carry on\n          -----------------------                                             \nand preserve its business and its relationships with customers, suppliers,\nemployees, consultants and others in substantially the same manner as it has\nprior to the date hereof.  If MSS becomes aware of a material deterioration in\nthe relationship with any customer, supplier, key employee, consultant or\nbusiness partner (including, without limitation, the Shareholders), it will\npromptly bring such information to the attention of NetSelect in writing and, if\nrequested by NetSelect, will exert its best efforts to restore the relationship.\n\n     5.3  Conduct of Business.  MSS will continue to conduct its business and\n          -------------------                                                \nmaintain its business relationships in the ordinary and usual course and will\nnot, without the prior written consent of NetSelect (which consent shall not be\nunreasonably withheld):\n\n          (a) borrow or lend any money in excess of Ten Thousand Dollars\n($10,000), other than advances to employees for travel and expenses that are\nincurred in the ordinary course of MSS' business consistent with the past\npractice of MSS;\n\n          (b) accelerate the payment of account receivables or delay the payment\nof account payables other than in the ordinary course of business with persons\nor entities, and in amounts, consistent with prior practice;\n\n          (c) purchase or sell shares or other equity interests in any\ncorporation or other business or enter into any transaction or agreement not in\nthe ordinary course of MSS' business consistent with the past practice of MSS;\n\n          (d) encumber, or permit to be encumbered, its assets with debt in\nexcess of Ten Thousand Dollars ($10,000);\n\n          (e) sell, transfer or dispose of any of its assets except in\nimmaterial amounts and in the ordinary course of MSS' business consistent with\nthe past practice of MSS;\n\n          (f) enter into any material lease or contract for the purchase or sale\nof any property, whether real or personal, tangible or intangible for an amount\nin excess of Ten Thousand Dollars ($10,000);\n\n          (g) pay any bonus, increased salary or special remuneration to any\nofficer, employee or consultant (except for normal salary increases consistent\nwith past practices not to exceed five percent (5%) of such officer's,\nemployee's or consultant's base annual compensation,\n\n                                      24\n\n \nexcept pursuant to existing arrangements previously disclosed to and approved in\nwriting by NetSelect) or enter into any new employment or consulting agreement\nwith any such person;\n\n          (h) change any of its accounting methods;\n\n          (i) declare, set aside or pay any cash or stock dividend or other\ndistribution in respect of any of its capital stock, redeem, repurchase or\notherwise acquire any of its capital stock or other securities, pay or\ndistribute any cash or property to the Shareholders or make any other cash\npayment to the Shareholders that is unusual, extraordinary, or not made in the\nordinary course of MSS' business consistent with the past practice of MSS;\n\n          (j) amend or terminate any contract, agreement or license to which it\nis a party except those amended or terminated in the ordinary course of MSS'\nbusiness, consistent with the past practice of MSS, and which are not material\nin amount or effect;\n\n          (k) guarantee or act as a surety for any obligation of any third\nparty;\n\n          (l) waive or release any material right or claim except in the\nordinary course of business, consistent with past practice, or agree to any\naudit assessment by any tax authority or file any federal or state income or\nfranchise tax return unless copies of such returns have been delivered to\nNetSelect for its review prior to filing;\n\n          (m) issue, sell, create or authorize any shares of its capital stock\nof any class or series or any other of its securities, or issue, grant or create\nany warrants, obligations, subscriptions, options, convertible securities, or\nother commitments to issue shares of its capital stock or securities ultimately\nexchangeable for, or convertible into, shares of its capital stock;\n\n          (n) subdivide or split or combine or reverse split the outstanding\nshares of its capital stock of any class or enter into any recapitalization\naffecting the number of outstanding shares of its capital stock of any class or\naffecting any other of its securities;\n\n          (o) merge, consolidate or reorganize with, or acquire, any entity or\nenter into any negotiations, discussions or agreement for such purpose;\n\n          (p)  amend its charter documents;\n\n          (q) license any of its technology or Intellectual Property Rights\nexcept in the ordinary course of business consistent with past practice;\n\n          (r) change any insurance coverage or issue any certificates of\ninsurance;\n\n          (s) purchase or otherwise acquire, or sell or otherwise dispose of (i)\nany shares of NetSelect Preferred Stock or other NetSelect securities or (ii)\nany securities whose value is derived from or determined with reference to, in\nwhole or in part, the value of NetSelect stock or other NetSelect securities;\n\n          (t) agree to do any of the things described in the preceding clauses\n5.3(a) through 5.3(s).\n\n                                      25\n\n \n     5.4  Regulatory Approvals.  MSS and the Shareholders will promptly execute\n          --------------------                                                 \nand file, or join in the execution and filing, of any application or other\ndocument that may be necessary in order to obtain the authorization, approval or\nconsent of any governmental body, federal, state, local or foreign, which may be\nreasonably required, or which NetSelect may reasonably request, in connection\nwith the consummation by MSS and the Shareholders of the transactions\ncontemplated by this Agreement.  MSS, its officers, directors and employees and\nthe Shareholders will use their respective best efforts to promptly obtain, and\nto cooperate with NetSelect to promptly obtain, all such authorizations,\napprovals and consents.\n\n     5.5  Necessary Consents.  MSS, its officers, directors and employees and\n          ------------------                                                 \nthe Shareholders will use their respective best efforts to promptly obtain such\nwritten consents and take such other actions as may be reasonably necessary or\nappropriate in addition to those set forth in Section 5.4 to allow the\nconsummation of the transactions contemplated hereby and to allow NetSelect to\ncarry on MSS' business after the Closing.\n\n     5.6  Litigation.  MSS will notify NetSelect in writing promptly after\n          ----------                                                      \nlearning of any action, suit, arbitration, mediation, proceeding or\ninvestigation by or before any court, arbitrator or arbitration panel, board or\ngovernmental agency, initiated by or against it, or known by it to be threatened\nagainst it or any of its directors, officers, employees or consultant in their\ncapacity as such.\n\n     5.7  No Other Negotiations.  From the Effective Date until the earlier of\n          ---------------------                                               \nthe termination of this Agreement in accordance with Section 10 or the\nconsummation of the Merger, MSS, its officers, directors and employees and the\nShareholders will not, and will not authorize, encourage or permit, any officer,\ndirector, employee or affiliate of MSS, or any other person, on its or their\nbehalf to, directly or indirectly, solicit or encourage any offer from any party\nor consider any inquiries or proposals received from any other party,\nparticipate in any negotiations regarding, or furnish to any person any\ninformation with respect to, or otherwise cooperate with, facilitate or\nencourage any effort or attempt by any person (other than NetSelect), concerning\nany agreement or transaction regarding the possible disposition of all or any\nsubstantial portion of the business, assets or capital stock of MSS by merger,\nconsolidation, reorganization, sale of assets, sale of stock, exchange, tender\noffer or any other form of business combination (\"Alternative Transaction\").\nMSS will promptly notify NetSelect orally and in writing of any such inquiries\nor proposals.  In addition, neither MSS, nor the Shareholders, shall execute,\nenter into or become bound by (a) any letter of intent or agreement or\ncommitment between MSS and\/or the Shareholders, on the one hand, and any third\nparty, on the other hand, that is related to an Alternative Transaction or (b)\nany agreement or commitment between MSS and\/or the Shareholders, on the one\nhand, and a third party, on the other hand, providing for an Alternative\nTransaction.\n\n     5.8  Access to Information.  Until the Closing, MSS will allow NetSelect\n          ---------------------                                              \nand its agents reasonable access to the files, books, records and offices of\nMSS, including, without limitation, any and all information relating to MSS'\ntaxes, commitments, contracts, leases, licenses, and real, personal and\nintangible property and financial condition, subject to the terms of the Mutual\nNondisclosure Agreement between MSS and NetSelect dated as of August 20, 1997\n(the \"Confidentiality Agreement\").  MSS will cause its accountants to reasonably\ncooperate with NetSelect and its agents in making available all financial and\ntax information\n\n                                      26\n\n \nreasonably requested, including, without limitation, the right to examine all\nworking papers pertaining to all financial statements and tax returns, prepared\nor audited by such accountants.\n\n     5.9  Satisfaction of Conditions Precedent.  MSS, and its directors and\n          ------------------------------------                             \nofficers and the Shareholders will use their respective best efforts to satisfy\nor cause to be satisfied all the conditions precedent which are set forth in\nSection 9, and MSS, its directors and officers, and the Shareholders will use\ntheir respective best efforts to cause the transactions contemplated by this\nAgreement to be consummated; and, without limiting the generality of the\nforegoing, to obtain all consents and authorizations of third parties and to\nmake all filings with, and give all notices to, third parties that may be\nnecessary or reasonably required on MSS' part in order to effect the\ntransactions contemplated hereby.\n\n     5.10  Securities Laws.  MSS and the Shareholders shall each use all\n           ---------------                                              \nreasonable efforts to assist NetSelect to the extent necessary to comply with\nthe securities and Blue Sky laws of all jurisdictions which are applicable in\nconnection with the Merger.\n\n     5.11  Termination of Registration and Voting Rights.  All registration\n           ---------------------------------------------                   \nrights agreements and voting agreements applicable to or affecting any\noutstanding shares or other securities of MSS (if any) shall be duly terminated\nand canceled by no later than the Closing.\n\n     5.12  Invention Assignment and Confidentiality Agreements.  MSS and the\n           ---------------------------------------------------              \nShareholders shall use their respective best efforts to obtain, before the\nClosing, from each officer, employee, agent and consultant providing significant\nservices to MSS who has had access to any proprietary software, technology or\ncopyrightable, patentable or other proprietary works or intellectual property\nowned or developed by MSS or other Intellectual Property Rights, or to any other\nconfidential or proprietary information of MSS or its clients, an invention\nassignment and confidentiality agreement in substantially the form of the\nagreement attached hereto as Exhibit 5.12, duly executed by such officer,\n                             ------------                                \nemployee, agent or consultant (unless, with respect to consultants, the written\nagreement between MSS and the consultant provides for retention by the\nconsultant of intellectual property rights relating to inventions developed by\nconsultant) and delivered to MSS (with MSS as a beneficiary of such agreement).\n\n     5.13  Closing of Merger.  MSS and the Shareholders shall not refuse to\n           -----------------                                               \neffect the Merger if, on or before the Closing Date, all of the conditions\nprecedent to their obligations to effect the Merger under Section 8 hereof have\nbeen satisfied, or in their sole discretion, waived by them.\n\n     5.14  Insurance. MSS shall, if requested by NetSelect, cause the\n           ---------                                                 \ncancellation of any outstanding life insurance policies on the life of the\nShareholders; provided, however, that MSS may, before or after the Closing, with\nthe consent of NetSelect transfer to the Shareholders one or more life insurance\npolicies with the Shareholders as the beneficiary.  After the Closing, the\nShareholders shall cooperate with NetSelect and MSS if NetSelect desires, at its\nexpense, to acquire additional or other insurance on the life of the\nShareholders.\n\n                                      27\n\n \n6.   NETSELECT COVENANTS\n\n     6.1  Terminating Covenants.  During the period from the Effective Date\n          ---------------------                                            \nuntil the earlier to occur of (i) the Closing or (ii) the termination of this\nAgreement in accordance with Section 10, NetSelect covenants and agrees as\nfollows:\n\n          (a)  NetSelect Financial Information.  No later than one business day\n               -------------------------------                                 \nbefore the Closing, NetSelect will make available for inspection by MSS and the\nShareholders true and complete copies of the NetSelect Financial Information.\n\n          (b) Advice of Changes.  NetSelect will use all reasonable efforts to\n              -----------------                                               \npromptly advise MSS in writing (i) of any event occurring subsequent to the date\nof this Agreement that would render any representation or warranty of NetSelect\ncontained in this Agreement, if made on or as of the date of such event or the\nClosing Date, untrue or inaccurate in any material respect and (ii) of any\nmaterial adverse change in NetSelect's business, results of operations or\nfinancial condition.\n\n          (c) Regulatory Approvals.  NetSelect will execute and file, or join in\n              --------------------                                              \nthe execution and filing, of any application or other document that may be\nnecessary in order to obtain the authorization, approval or consent of any\ngovernmental body, federal, state or local, which may be reasonably required, in\nconnection with the consummation by NetSelect of the transactions contemplated\nby this Agreement in accordance with the terms of this Agreement.  NetSelect\nwill use its best efforts to obtain all such authorizations, approvals and\nconsents.\n\n          (d) Satisfaction of Conditions Precedent.  NetSelect will use its best\n              ------------------------------------                              \nefforts to satisfy or cause to be satisfied all the conditions precedent which\nare set forth in Section 8, and NetSelect will use its best efforts to cause the\ntransactions contemplated by this Agreement to be consummated in accordance with\nthe terms of this Agreement, and, without limiting the generality of the\nforegoing, to obtain all consents and authorizations of third parties and to\nmake all filings with, and give all notices to, third parties that may be\nnecessary or reasonably required on its part in order to effect the transactions\ncontemplated hereby.\n\n          (e) Securities Laws.  NetSelect shall take such steps as may be\n              ---------------                                            \nnecessary to comply with the securities and Blue Sky laws of all jurisdictions\nwhich are applicable in connection with the Merger, with the cooperation and\nassistance of MSS and the Shareholders.\n\n     6.2  Continuing Covenants.\n          -------------------- \n\n          (a)  [Reserved].\n\n          (b) Employee Benefits.  As soon as practicable after the Effective\n              -----------------                                             \nDate, NetSelect and MSS shall confer and work in good faith to agree upon a plan\nunder which MSS employees will be covered either by (a) NetSelect's employee\nbenefits plans or (b) MSS' employee benefit plans, with such decision to be made\nno later than six (6) months following the Closing, in a manner that results in\nminimal disruption to the continuing operations of MSS, and minimal cost to\nNetSelect.\n\n                                      28\n\n \n     6.3  Advice of Changes. NetSelect shall use all reasonable efforts to\n          -----------------                                               \npromptly advise MSS and the Shareholders in writing (a) of any event occurring\nafter the Effective Date and before the Closing or termination of this Agreement\nthat would render any representation or warranty of NetSelect contained in this\nAgreement, if made on or as of the date of such event or the Closing Date,\nuntrue or inaccurate in any material respect and (b) of any event that NetSelect\nbelieves will have a Material Adverse Effect on NetSelect.\n\n     6.4  Satisfaction of Conditions Precedent.  NetSelect, and its officers,\n          ------------------------------------                               \nand directors will use their respective best efforts to satisfy or cause to be\nsatisfied all the conditions precedent to NetSelect's obligation to consummate\nthe transactions contemplated hereby which are set forth in Section 8, and\nNetSelect, its officers and directors, will use their respective reasonable best\nefforts to cause the transactions contemplated by this agreement to be\nconsummated.\n\n     6.5  Future Funding of NNH.  Immediately after the Closing Date, NetSelect\n          ----------------------                                               \nand\/or one or more of its subsidiaries shall provide at least $653,240 to NNH\nfor use for the immediate payment of  the \"Long Term Debt\" and \"Other\nDisbursements\" as is listed on the attached Exhibit 6.5.  On or before August 1,\n1998, NetSelect and\/or one or more of its subsidiaries shall provide an\nadditional $250,000 to fund the future growth of NNH and thereafter up to an\nadditional $250,000 as required to fund the growth of the business.\n\n7.  CLOSING MATTERS\n\n     7.1  Filing of Agreement of Merger.  On the date of the Closing, but not\n          -----------------------------                                      \nprior to the Closing, the Agreement of Merger shall be filed with the offices of\nthe Secretary of State of the States of Delaware and Texas and the merger of MSS\nwith and into NNH shall be consummated.\n\n     7.2  Exchange of Certificates. Promptly after the Effective Time of the\n          ------------------------                                          \nMerger, NetSelect shall make available for exchange in accordance with the\nMerger Agreement the shares of NetSelect Preferred Stock issuable pursuant to\nthe Merger Agreement, in exchange for the outstanding shares of MSS Stock. Upon\nsurrender of a Certificate for cancellation together with a customary letter of\ntransmittal reasonably satisfactory to NetSelect, duly executed, the holder of\nsuch Certificate shall be entitled to receive the number of shares of NetSelect\nPreferred Stock to which such holder is entitled pursuant to this Agreement and\nthe Merger Agreement.  The Certificate so surrendered shall immediately be\ncanceled. Until surrendered as contemplated by this Section 7.2, each\nCertificate shall be deemed at any time after the Effective Time of the Merger\nto represent the right to receive upon such surrender the number of shares of\nNetSelect Preferred Stock as provided by this Section 7.2 and by Delaware Law.\n\n8.   CONDITIONS TO OBLIGATIONS OF MSS AND THE SHAREHOLDERS\n\n     The obligations of MSS and the Shareholders to consummate the Merger are\nsubject to the fulfillment or satisfaction, on and as of the Closing, of each of\nthe following conditions (any one or more of which may be waived by MSS and the\nShareholders in their sole discretion, but only in a writing signed by MSS and\nthe Shareholders):\n\n     8.1  Accuracy of Representations and Warranties.  The representations and\n          ------------------------------------------                          \nwarranties of NetSelect and NNH set forth in Section 4 shall be true and\naccurate in every material respect on and as of the Closing with the same force\nand effect as if they had been made at the Closing,\n\n                                      29\n\n \nand MSS shall have received a certificate to such effect executed by the Chief\nExecutive Officer or President of NetSelect and NNH.\n\n     8.2  Covenants.  NetSelect and NNH shall have performed and complied in all\n          ---------                                                             \nmaterial respects with all of its covenants contained in Section 6 on or before\nthe Closing, and MSS shall have received a certificate to such effect signed by\nthe Chief Executive Officer or President of NetSelect and NNH.\n\n     8.3  Compliance with Law; No Legal Restraints.  There shall not be\n          ----------------------------------------                     \noutstanding or threatened, or enacted or adopted, any order, decree, temporary,\npreliminary or permanent injunction, legislative enactment, statute, regulation,\naction, proceeding or any judgment or ruling by any court, arbitrator,\ngovernmental agency, authority or entity, or any other fact or circumstance\n(other than any such matter initiated by MSS, its officers or directors or the\nShareholders), that, directly or indirectly, challenges, threatens, prohibits,\nenjoins, restrains, suspends, delays, conditions or renders illegal or imposes\nlimitations on (or is likely to result in a challenge, threat to, or a\nprohibition, injunction, restraint, suspension, delay or illegality of, or to\nimpose limitations on) the Merger or any other transaction contemplated by this\nAgreement.\n\n     8.4  Government Consents.  There shall have been obtained at or prior to\n          -------------------                                                \nthe Closing Date such permits and\/or authorizations, and there shall have been\ntaken such other action by any regulatory authority having jurisdiction over the\nparties and the actions herein proposed to be taken, as may be required to\nlawfully consummate the Merger, including but not limited to requirements under\napplicable U.S. securities and corporations laws.\n\n     8.5  Opinion of NetSelect and NNH's Counsel.  MSS shall have received from\n          --------------------------------------                               \ncounsel to NetSelect and NNH, an opinion substantially in the form of Exhibit\n                                                                      -------\n8.5.\n--- \n\n     8.6  Documents.  NetSelect, and NNH to the extent required, shall have\n          ---------                                                        \nexecuted and delivered to MSS and\/or the Shareholders, as applicable, the\nNetSelect Ancillary Agreements.  MSS shall have received all written consents,\nassignments, waivers, authorizations or other certificates reasonably deemed\nnecessary by MSS' legal counsel for MSS to lawfully consummate the transactions\ncontemplated hereby.\n\n     8.7  No Litigation.  No litigation or proceeding (other than any litigation\n          -------------                                                         \nor proceeding initiated by MSS, any member of its Board of Directors, any\nemployee of MSS or the Shareholders) shall be threatened or pending for the\npurpose or with the probable effect of enjoining or preventing the consummation\nof the Merger or any of the other transactions contemplated by this Agreement,\nor which could be reasonably expected to have a Material Adverse Effect on\nNetSelect or NNH.\n\n     8.8  No Material Adverse Change.  There shall not have been any Material\n          --------------------------                                         \nAdverse Effect in the financial condition, properties, assets, liabilities,\nbusiness, results of operations, operations or prospects of NetSelect and NNH,\ntaken as a whole.\n\n     8.9  Satisfactory Form of Legal Matters.  The form, scope and substance of\n          ----------------------------------                                   \nall legal and accounting matters contemplated hereby and all closing documents\nand other papers delivered hereunder shall be reasonably acceptable to MSS'\ncounsel.\n\n                                      30\n\n \n     8.10  Ancillary Agreements.  NetSelect, and NNH to the extent required,\n           --------------------                                              \nshall have delivered to MSS and the Shareholders fully executed copies of each\nNetSelect Ancillary Agreement (including, without limitation, the Employment\nAgreements described in Exhibits 9.8A, 9.8B and 9.8C).\n                        -------------- ----     ----  \n\n     8.11  Stockholders Agreement.  Each of the Shareholders shall have become\n           ----------------------                                             \nparties to the Stockholders Agreement.\n\n9.   CONDITIONS TO OBLIGATIONS OF NETSELECT\n\n     The obligations of NetSelect hereunder are subject to the fulfillment or\nsatisfaction, on and as of the Closing, of each of the following conditions (any\none or more of which may be waived by NetSelect in its sole discretion, but only\nin a writing signed by NetSelect):\n\n     9.1  Accuracy of Representations and Warranties.  The representations and\n          ------------------------------------------                          \nwarranties of MSS and the Shareholders set forth in Section 3 (as qualified by\nthe MSS Schedule of Exceptions) shall each be true and accurate in every\nmaterial respect on and as of the Closing with the same force and effect as if\nthey had been made at the Closing, and NetSelect shall have received\ncertificates to such effect executed by MSS' President and by the Shareholders.\n\n     9.2  Covenants.  MSS and the Shareholders shall have performed and complied\n          ---------                                                             \nin all material respects with all of their respective covenants contained in\nSection 5 on or before the Closing, and NetSelect shall have received\ncertificates to such effect signed by MSS' President and by the Shareholders.\n\n     9.3  Compliance with Law; No Legal Restraints.  There shall not be\n          ----------------------------------------                     \noutstanding or threatened, or enacted or adopted, any order, decree, temporary,\npreliminary or permanent injunction, legislative enactment, statute, regulation,\naction, proceeding or any judgment or ruling by any court, arbitrator,\ngovernmental agency, authority or entity, or any other fact or circumstance\n(other than any such matter initiated by NetSelect or its officers or\ndirectors), that, directly or indirectly, challenges, threatens, prohibits,\nenjoins, restrains, suspends, delays, conditions, or renders illegal or imposes\nlimitations on (or is likely to result in a challenge, threat to, or a\nprohibition, injunction, restraint, suspension, delay or illegality of, or to\nimpose limitations on): (i) the Merger or any other transaction contemplated by\nthis Agreement; (ii) NetSelect's payment for, or acquisition or purchase of,\nsome or all of the shares of MSS Stock or any material part of the assets of\nMSS; (iii) the ownership or operation by NetSelect or MSS of all or any material\nportion of the business or assets of MSS, including (but not limited to) MSS'\nIntellectual Property Rights; or (iv) NetSelect's ability to exercise full\nrights of ownership with respect to MSS, and its respective assets and shares,\nincluding but not limited to restrictions on NetSelect's ability to vote all the\nshares of MSS.\n\n     9.4  Government Consents.  There shall have been obtained at or prior to\n          -------------------                                                \nthe Closing Date such permits or authorizations from, and there shall have been\ntaken such other action, as may be required to lawfully consummate the Merger\nby, any governmental or regulatory authority having jurisdiction over any of the\nparties and\/or the actions herein proposed to be taken, including but not\nlimited to requirements under applicable U.S. and foreign securities and\ncorporate laws.\n\n                                      31\n\n \n     9.5  Opinion of MSS' Counsel.  NetSelect shall have received from counsel\n          -----------------------                                             \nto MSS, an opinion in substantially the form of Exhibit 9.5.\n                                                ----------- \n\n     9.6  Documents and Consents.  MSS and the Shareholders shall have executed\n          ----------------------                                               \nand delivered to NetSelect all the MSS Ancillary Agreements and all the\nShareholder Ancillary Agreements, as applicable.  The Shareholders shall have\ndelivered to NetSelect MSS Certificates representing the MSS Stock together with\nthe other deliverables specified in Section 2.1 hereof.  NetSelect shall have\nreceived (or waived receipt of) duly executed copies of all third-party\nconsents, approvals, assignments, waivers, authorizations or other certificates\ncontemplated by this Agreement or the MSS Schedule of Exceptions or reasonably\ndeemed necessary by NetSelect's legal counsel to provide for the continuation in\nfull force and effect of any and all material contracts, agreements and leases\nof MSS and the preservation of MSS' IP Rights and other assets and properties\nand for NetSelect to consummate the transactions contemplated hereby, in form\nand substance reasonably satisfactory to NetSelect, except for such thereof (if\nany) as NetSelect and MSS shall have agreed in writing need not be obtained.\n\n     9.7  No Litigation.  No litigation or proceeding shall be threatened or\n          -------------                                                     \npending for the purpose or with the probable effect of enjoining or preventing\nthe consummation of the Merger or any of the other transactions contemplated by\nthis Agreement, or which could be reasonably expected to have a Material Adverse\nEffect on the present or future operations or financial condition of MSS or\nNetSelect or which asserts that MSS' or NetSelect's or the Shareholders'\nnegotiations regarding this Agreement, NetSelect's or MSS' or the Shareholders'\nentering into this Agreement or MSS' or NetSelect's or the Shareholders'\nconsummation of the Merger or other transactions contemplated hereby, breaches\nor violates any law, rule, order or judgment, or any agreement or commitment of\nMSS or the Shareholders or constitutes tortious conduct on the part of\nNetSelect, MSS or the Shareholders.\n\n     9.8  Employment Agreements.  NetSelect shall have received from the\n          ---------------------                                         \nShareholders a fully executed copy of an Employment Agreement in the forms of\nExhibit 9.8A and Exhibit 9.8B and Exhibit 9.8C, respectively.\n------------     ------------     ------------               \n\n     9.9   No Material Adverse Effect.  There shall not have been any Material\n           --------------------------                                         \nAdverse Effect as to MSS.\n\n     9.10  Satisfactory Form of Legal and Accounting Matters.  The form, scope\n           -------------------------------------------------                  \nand substance of all legal and accounting matters contemplated hereby and all\nclosing documents and other papers delivered hereunder shall be reasonably\nacceptable to NetSelect's counsel and independent public accountants.\n\n     9.11  Closing Indebtedness.  Each person entitled to receive payments of\n           --------------------                                              \nClosing Indebtedness shall have executed and delivered to NetSelect and MSS\ninstruments in form and substance reasonably satisfactory to counsel for MSS and\nNetSelect, evidencing receipt of full payment for the Closing Indebtedness owed\nto such person.\n\n     9.12  Form of Licensee Agreement.  The form of the Licensee Agreement for\n           --------------------------                                         \nthe sale of Internet products by existing MSS Licensees shall have been mutually\nagreed upon by NetSelect and MSS.\n\n                                      32\n\n \n     9.13  Stockholders Agreement.  Each of the Shareholders shall have become\n           ----------------------                                             \nparties to the Stockholders Agreement.\n\n     9.14  Purchase of Capital Stock of Newhouse.  The Shareholders shall\n           -------------------------------------                         \nacquire all outstanding securities of Newhouse that they did not already hold as\nof the date of this Agreement.\n\n     9.15  Stockholder Approval.  NetSelect shall obtain the approval of its\n           --------------------                                             \nstockholders of the Certificate of Designation attached as Exhibit 9.15 hereto.\n                                                           ------------        \n\n     9.16  Consents Obtained.  MSS shall have obtained consents for the\n           -----------------                                           \nassignment of the agreements listed on Exhibit 9.16 hereto in a form approved by\n                                       ------------                             \nNetSelect or its counsel.\n\n10.  TERMINATION OF AGREEMENT\n\n     10.1  Prior to or at the Closing.\n           -------------------------- \n\n           10.1.1 This Agreement may be terminated at any time prior to or at\nthe Closing by the mutual written consent of NetSelect and MSS, approved by\ntheir respective Boards of Directors.\n\n           10.1.2  MSS and\/or the Shareholders may terminate this Agreement at\nany time prior to or at the Closing if any of the representations and warranties\nof NetSelect in Section 4 of this Agreement were incorrect, untrue or false in\nany material respect as of the Effective Date or are incorrect, untrue or false\nin any material respect as of the proposed Closing Date or NetSelect has\nmaterially breached any of its covenants under Section 6 of this Agreement, and\nNetSelect has not cured such breach prior to the Closing.\n\n           10.1.3 NetSelect may terminate this Agreement at any time prior to or\nat the Closing if any of the representations and warranties of MSS and\/or the\nShareholders in Section 3 of this Agreement were incorrect, untrue or false in\nany material respect as of the Effective Date or are incorrect, untrue or false\nin any material respect as of the proposed Closing Date or MSS and\/or the\nShareholders have materially breached any of their respective covenants under\nSection 5 of this Agreement, and MSS and\/or the Shareholders have not cured such\nbreach prior to the Closing.\n\n     Any termination of this Agreement under this Section 10 will be effective\nby the delivery by certified mail of notice of the terminating party to the\nother party hereto.\n\n     10.2  No Liability for Proper Termination.  Any termination of this\n           -----------------------------------                          \nAgreement in accordance with this Section 10 will be without further obligation\nor liability upon any party in favor of the other party hereto or to its\nstockholders, directors or officers, other than the obligations provided in the\nConfidentiality Agreement; provided, however, that nothing herein will limit the\n                           --------  -------                                    \nobligation of MSS, the Shareholders, NetSelect or NNH for any willful breach\nhereof or failure to use their best efforts to cause the Merger to be\nconsummated, as set forth in Sections 5.9 and 6.1(c) hereof, respectively.  In\nthe event of the termination of this Agreement pursuant to this Section 10, this\nAgreement shall thereafter become void and have no effect and each party shall\nbe responsible for its own expenses incurred in connection herewith.\n\n                                      33\n\n \n     10.3  Automatic Termination.  This Agreement shall terminate unless a\n           ---------------------                                          \nclosing occurs on or before the Closing Date; provided that, in any event, the\nClosing Date may be extended by written instrument signed and executed by all\nparties hereto.\n\n11.  SURVIVAL OF REPRESENTATIONS, INDEMNIFICATION AND REMEDIES, CONTINUING\n     COVENANTS\n\n     11.1  Survival of Representations.  All representations, warranties and\n           ---------------------------                                      \ncovenants of MSS and the Shareholders, and NetSelect, contained in this\nAgreement will remain operative and in full force and effect, regardless of any\ninvestigation made by or on behalf of NetSelect, until that date which is the\nearlier of (i) the termination of this Agreement or (ii) the expiration of the\napplicable statute of limitations (including extensions) for those matters set\nforth in Sections 3.6, 3.12, and 3.13 and the expiration of two (2) years after\nthe Closing as to all other representations, warranties and covenants of MSS and\nthe Shareholders, and NetSelect (\"Release Date\").\n\n     11.2  Agreement to Indemnify.\n           ---------------------- \n\n          (a) Subject to the limitations set forth in Section 11.3 below, the\nShareholders agree to indemnify and hold harmless NetSelect and its officers,\ndirectors, agents, stockholders and employees, and each person, if any, who\ncontrols or may control NetSelect within the meaning of the 1933 Act (such\npersons, together with persons entitled to indemnity under paragraph (b) below,\nas applicable in context, referred to individually as an \"Indemnified Person\"\nand collectively as \"Indemnified Persons\") from and against any and all claims,\ndemands, suits, actions, causes of actions, losses, costs, damages, liabilities\nand reasonable expenses including, without limitation, reasonable attorneys'\nfees, other professionals' and experts' reasonable fees and court or arbitration\ncosts (hereinafter collectively referred to as \"Damages\") incurred and arising\nout of (i) any inaccuracy, misrepresentation, breach of, or default in, any of\nthe representations, warranties or covenants given or made by MSS and\/or the\nShareholders in this Agreement or in the MSS Schedule of Exceptions or in any\ncertificate delivered by or on behalf of MSS pursuant hereto (if such\ninaccuracy, misrepresentation, breach or default existed at the Closing Date) or\n(ii) the facts described in the third paragraph of the MSS Schedule of\nExceptions (\"Exceptions to Section 3.10\") or the fourth paragraph of the MSS\n             --------------------------                                     \nSchedule of Exceptions (\"Exceptions to Section 3.17\"). Any claim of indemnity\n                         --------------------------                          \nmade by an Indemnified Person under this Section 11.2 must be asserted no later\nthan the Release Date.\n\n          (b) NetSelect agrees to indemnify and hold harmless the Shareholders\nfrom and against any and all Damages incurred and arising out of any inaccuracy,\nmisrepresentation, breach of, or default in, any of the representations,\nwarranties or covenants given or made by NetSelect in this Agreement or in any\ncertificate delivered by or on behalf of NetSelect pursuant hereto (if such\ninaccuracy, misrepresentation, breach or default existed at the Closing Date),\nprovided, however, that no payment pursuant to this Section 11.2(b) shall be\nmade without the prior written consent of each of the Shareholders if such\npayment could result in the failure of the Merger and the transactions\ncontemplated hereby to constitute a tax-free Reorganization under the provisions\nof 368(a) of the Code.\n\n                                      34\n\n \n     11.3  Limitation.\n           ---------- \n\n          (a) Except as provided herein, the Shareholders' indemnification\nliability under Section 11.2 shall be limited to the aggregate amount of\nconsideration paid or payable (and issued or issuable) to the Shareholders\nhereunder (including any Shareholder Ancillary Agreement) (the \"Cap\"), and such\namounts shall be the exclusive remedies of NetSelect and the other Indemnified\nPersons under this Agreement or in any cause of action based thereon (subject to\nthe exceptions in the last sentence of this Section) against the Shareholders\nfor any inaccuracy, misrepresentation, breach of, or default in, any of the\nrepresentations, warranties or covenants given or made by MSS or the\nShareholders in this Agreement or in any certificate, document or instrument\ndelivered by or on behalf of MSS pursuant hereto, the facts described in the\nthird paragraph of the MSS Schedule of Exceptions or in any cause of action\nbased thereon (subject to the exception in the last sentence of this Section).\nNo Damages may be recovered, however, until the aggregate Damages for which one\nor more Indemnified Persons seeks or has sought indemnification against the\nShareholders (i) pursuant to Section 11.2(a)(ii) exceeds a cumulative aggregate\nof Thirty Seven Thousand Five Hundred Dollars ($37,500) hereunder or (ii)\nexceeds a cumulative aggregate of Seventy Five Thousand Dollars ($75,000) from\nany Damages arising for any other reason (the \"Basket\"), in which case the\nShareholders shall be liable to indemnify the Indemnified Persons for only\nDamages in excess of the Basket.  The limitations on the indemnification\nobligations set forth in this Section shall not be applicable to Misconduct\n                                            ---                            \nDamages (as defined below).  As used herein, \"Misconduct Damages\" means Damages\nresulting from fraudulent conduct of MSS or the Shareholders.\n\n          (b) Notwithstanding anything else herein to the contrary, a party may\nwithhold or set off against any amounts otherwise due from another party any\namount as to which such party is obligated to such withholding party under this\nAgreement, or under any NetSelect Ancillary Agreement, MSS Ancillary Agreement\nor Shareholder Ancillary Agreement.\n\n     11.4  Notice.  Promptly after an Indemnified Person becomes aware of the\n           ------                                                            \nexistence of any claim by an Indemnified Person for indemnity from an Indemnitor\nbased on any action, suit or proceeding commenced by a third party, the\nIndemnified Person will notify the Indemnitor of such potential claim (in the\ncase of third party claims, such notice shall in any event be given within\ntwenty (20) days of filing or assertion of any claim against the person claiming\nindemnification, stating the nature and basis of such claim) and will, to the\nextent that it can reasonably do so without materially impairing its ability to\nadequately defend and respond to any such claim, permit the Indemnitor the\noption to assume the defense of such claim. The Indemnified Person will\ncooperate with the Indemnitor in obtaining copies of any records or other\ninformation which is relevant to the defense of such claim.  Delay in giving\nsuch notice shall not affect any rights or remedies of an Indemnified Person or\nthe Indemnitor hereunder with respect to indemnification for Damages unless such\ndelay renders the Indemnified Person or the Indemnitor unable to defend the\nclaim.  If the Indemnitor shall assume the defense of a claim, it shall promptly\nnotify the other parties that it has elected to assume such defense, and shall\nhave the right and obligation (i) to conduct any proceedings or negotiations in\nconnection therewith and necessary or appropriate to defend the indemnified\nperson, (ii) to take all other required steps or proceedings to settle or defend\nany such claims and (iii) to employ counsel reasonably satisfactory to the\nIndemnified Person to contest any such claim or liability in the name of the\nIndemnified Person or otherwise.  If and only if the Indemnitor shall not assume\nthe defense of\n\n                                      35\n\n \nany such claim, the Indemnified Person may defend against any such claim or\nlitigation in such manner as it may deem appropriate and the Indemnified Person\nmay settle such claim or litigation on such terms as it may deem appropriate. In\naddition to the foregoing, the Indemnified Person shall have the right to\nparticipate (at its own expense and with counsel of its choice) in the defense,\ncompromise or settlement of the action, suit, proceeding, claim or demand. The\nIndemnitor will not compromise or settle any such action, suit, proceeding,\nclaim or demand without the prior written consent of the Indemnified Person,\nwhich consent will not be unreasonably withheld or delayed. So long as the\nIndemnitor is defending in good faith any such action, suit, proceeding, claim\nor demand asserted by a third party against the Indemnified Person, the\nIndemnified Person shall not settle or compromise such action, suit, proceeding,\nclaim or demand without the prior written consent of the Indemnitor, which\nconsent will not be unreasonably withheld or delayed. If the Indemnitor shall\nfail to promptly and adequately defend any such action, suit, proceeding, claim\nor demand, or if the Indemnified Person has been advised by counsel that there\nmay be additional or different defenses available to the Indemnified Person or\nthat a conflict of interest may exist between Indemnitor and the Indemnified\nPerson, then the Indemnified Person may defend, through counsel of its own\nchoosing, such action, suit, proceeding, claim or demand and (so long as the\nIndemnified Person gives Indemnitor at least ten (10) days notice of the terms\nof the proposed settlement thereof and permits the Indemnitor to then undertake\nthe defense thereof if the Indemnitor objects to the proposed settlement) to\nsettle such action, suit, proceeding, claim or demand and to recover from the\nIndemnitor the amount of any resulting Damages, with the attorney's fees and\nexpenses of counsel to the Indemnified Person to be paid by the Indemnitor.\n\n     11.5  Further Procedures.  (a)  If an Indemnified Person intends to assert\n           ------------------                                                  \na claim for indemnification, it must first notify the Indemnitor in writing.  If\nthe Indemnitor disputes the claim, it shall deliver a notice of dispute within\n30 days of the date on which the Indemnified Person's notice was delivered, and\nthe dispute (\"Dispute\") shall be resolved by binding arbitration in Los Angeles,\nCalifornia, under the commercial arbitration rules of the American Arbitration\nAssociation (\"AAA\") (subject to the provisions set forth below) (and, if AAA is\nunable or unwilling to resolve the Dispute as provided below, then under the\nauspices of Judicial Arbitration and Mediation Services, Inc.).  Any judgment\nupon the award rendered by the arbitrators may be entered in any court having\njurisdiction over the subject matter thereof.  The arbitrators shall have the\nauthority to grant any equitable and legal remedies that could be available in\nany judicial proceeding instituted to resolve a Dispute.  The parties shall use\ntheir best efforts to select an arbitrator within 30 days and to resolve the\nDispute within 60 days.  Notwithstanding anything expressed or implied to the\ncontrary in this Section 11.5 or elsewhere in this Agreement, any extraordinary\nrelief requiring immediate action, such as injunctive relief or attachment may\nbe sought form a court of competent jurisdiction having jurisdiction over the\nparties and the subject matter thereof, and such a court of competent\njurisdiction shall have the power, authority and jurisdiction to grant such\nextraordinary relief as may be necessary under the circumstances to maintain the\nstatus quo or otherwise protect against dissipation or waste.\n\n          (b) Each party shall select one arbitrator, and the two arbitrators so\nselected shall appoint the third arbitrator.  The parties shall each pay one-\nhalf of the costs of the arbitrators. The arbitrators shall be compensated at a\nrate to be determined by the parties or by AAA, but based upon reasonable hourly\nor daily consulting rates for the arbitrators in the event the parties are not\nable to agree upon rates of compensation.\n\n                                      36\n\n \n          (c) Shareholders and NetSelect will each pay 50% of the initial\ncompensation to be paid to the arbitrators in any such arbitration and 50% of\nthe costs of transcripts and other normal and regular expenses of the\narbitration proceedings.  The parties shall pay their own attorneys' fees and\ncosts.\n\n          (d) For any Dispute submitted to arbitration, the burden of proof will\nbe as it could be if the claim were litigated in a judicial proceeding.\n\n          (e) Upon the conclusion of any arbitration proceedings hereunder, the\narbitrators will render findings of fact and conclusions of law and a written\nopinion setting forth the basis and reasons for any decision reached and will\ndeliver such documents to each party to this Agreement along with a signed copy\nof the award.\n\n          (f) The arbitrators chosen in accordance with these provisions will\nnot have the power to alter, amend or otherwise affect the terms of these\narbitration provisions or the provisions of this Agreement.\n\n12.  [Reserved]\n\n13.  MISCELLANEOUS\n\n     13.1  Governing Law; Consent to Jurisdiction.  The laws of the State of\n           --------------------------------------                           \nCalifornia (irrespective of its choice of law principles) will govern the\nvalidity of this Agreement, the construction of its terms, and the\ninterpretation and enforcement of the rights and duties of the parties hereto.\nEach party to this Agreement hereby consents to exclusive personal jurisdiction\nand venue of the federal and state courts for Los Angeles, California, and\nagrees that service of process in any such action may be made in the manner\nprovided in this Agreement for the delivery of notices.\n\n     13.2  Assignment; Binding Upon Successors and Assigns.  Neither party\n           -----------------------------------------------                \nhereto may assign any of its rights or obligations hereunder without the prior\nwritten consent of the other party hereto, except that NetSelect may assign its\nrespective rights and\/or obligations to any wholly-owned subsidiary of\nNetSelect; and except that after the Closing, NetSelect may assign its rights\nand obligations hereunder without the prior written consent of MSS or the\nShareholders in connection with a merger, consolidation or sale of all or\nsubstantially all of NetSelect's assets, provided that the acquiring or\nsurviving corporation agrees to assume all of NetSelect's obligations under this\nAgreement.  This Agreement will be binding upon and inure to the benefit of the\nparties hereto and their respective successors and permitted assigns.\n\n     13.3  Severability.  If any provision of this Agreement, or the application\n           ------------                                                         \nthereof, will for any reason and to any extent be invalid or unenforceable, the\nremainder of this Agreement and application of such provision to other persons\nor circumstances will be interpreted so as reasonably to effect the intent of\nthe parties hereto.  The parties further agree to replace such void or\nunenforceable provision of this Agreement with a valid and enforceable provision\nthat will achieve, to the extent possible, the economic, business and other\npurposes of the void or unenforceable provision.\n\n                                      37\n\n \n     13.4  Counterparts.  This Agreement may be executed in any number of\n           ------------                                                  \ncounterparts, each of which will be an original as regards any party whose\nsignature appears thereon and all of which together will constitute one and the\nsame instrument.  This Agreement will become binding when one or more\ncounterparts hereof, individually or taken together, will bear the signatures of\nboth parties reflected hereon as signatories.\n\n     13.5  Other Remedies.  Except as otherwise provided herein, any and all\n           --------------                                                   \nremedies herein expressly conferred upon a party will be deemed cumulative with\nand not exclusive of any other remedy conferred hereby or by law on such party,\nand the exercise of any one remedy will not preclude the exercise of any other.\n\n     13.6  Amendment and Waivers.  Any term or provision of this Agreement may\n           ---------------------                                              \nbe amended prior to the Closing by the written consent of NetSelect, MSS and the\nShareholders, and, after the Closing by NetSelect and the Shareholders (or their\nsuccessors in interest).  The observance of any term, condition or provision of\nthis Agreement may be waived (either generally or in a particular instance and\neither retroactively or prospectively) only by a writing signed by the party to\nbe bound thereby or for whose benefit such condition was provided.  The waiver\nby a party of any breach hereof or default in the performance hereof will not be\ndeemed to constitute a waiver of any other default or any succeeding breach or\ndefault.  In addition, at any time prior to the Closing, the Shareholders and\neach of MSS and NetSelect (by action taken by its respective Board of Directors)\nmay, to the extent legally allowed:  (i) extend the time for the performance of\nany of the obligations or other acts of the other; (ii) waive any inaccuracies\nin the representations and warranties made to it contained herein or in any\ndocument delivered pursuant hereto; and (iii) waive compliance with any of the\nagreements or conditions for its benefit contained herein.  No such waiver or\nextension shall be effective unless signed in writing by the party against whom\nsuch waiver or extension is asserted.  The failure of any party to enforce any\nof the provisions hereof will not be construed to be a waiver of the right of\nsuch party thereafter to enforce such provisions or any other provisions.\n\n     13.7  Expenses.  Each party will bear its respective expenses and legal\n           --------                                                         \nfees incurred with respect to this Agreement, and the transactions contemplated\nhereby; provided, however, that the Shareholders shall pay all of the expenses\n        --------  -------                                                     \nand legal, accounting and other fees incurred by MSS with respect to this\nAgreement and transactions contemplated hereby.\n\n     13.8  Attorneys' Fees.  Should suit be brought to enforce or interpret any\n           ---------------                                                     \npart of this Agreement, the prevailing party will be entitled to recover, as an\nelement of the costs of suit and not as damages, reasonable attorneys' fees to\nbe fixed by the court (including, without limitation, costs, expenses and fees\non any appeal).  The prevailing party will be entitled to recover its costs of\nsuit, regardless of whether such suit proceeds to final judgment.\n\n     13.9  Notices.  All notices and other communications required or permitted\n           -------                                                             \nunder this Agreement will be in writing and will be either hand delivered in\nperson, sent by telecopier, sent by certified or registered first class mail,\npostage pre-paid, or sent by nationally recognized express courier service.\nSuch notices and other communications will be effective upon receipt if hand\ndelivered or sent by telecopier, five (5) days after mailing if sent by mail,\nand one (l) day after dispatch if sent by express courier, to the following\naddresses, or to such other addresses or fax number as any party may notify the\nother parties in accordance with this Section:\n\n                                      38\n\n \n          (i)  If to NetSelect or NNH:\n\n               NetSelect, Inc.\n               5655 Lindero Canyon Road, Suite 120\n               Westlake Village, CA  91362\n               Attention:  Stuart Wolff, Chairman and Chief Executive Officer\n\n          with a copy to:\n\n               Mark Stevens, Esq.\n               Fenwick &amp; West LLP\n               Two Palo Alto Square\n               Palo Alto, CA  94306\n               Fax Number:  (650) 494-1417\n\n          (ii) If to MSS:\n\n               MultiSearch Systems, Inc.\n               17120 North Dallas Parkway, Suite 175\n               Dallas, TX 75248\n               Attention:  Fred White, President\n               Fax Number:  (800) 600-3903\n\n\n          with a copy to:\n\n               Ronald G. Houdyshell\n               Ford, Ferraro, Fritz, Byrne, Rhea &amp; Head, L.L.P.\n               98 San Jacinto Blvd., Suite 2000\n               Austin, Texas 78701-4286\n               Fax Number:  (512) 477-5267\n\n          (iii) If to the Shareholders:\n\n               Fred White\n               17120 North Dallas Parkway, Suit 175\n               Dallas, Texas 75248\n               Fax Number:  (800) 600-3903\n\n               Trey White\n               17120 North Dallas Parkway, Suite 175\n               Dallas, Texas  75248\n               Fax Number:  (800) 600-3903\n\n                                      39\n\n \n          with a copy to:\n\n               Ronald G. Houdyshell\n               Ford, Ferraro, Fritz, Byrne, Rhea &amp; Head, L.L.P.\n               98 San Jacinto Blvd., Suite 2000\n               Austin, Texas 78701-4286\n               Fax Number: (512) 477-5267\n\n     13.10  Construction of Agreement.  This Agreement has been negotiated by\n            -------------------------                                        \nthe respective parties hereto and their attorneys and the language hereof will\nnot be construed for or against either party.  A reference to a Section or an\nexhibit will mean a Section in, or exhibit to, this Agreement unless otherwise\nexplicitly set forth.  The titles and headings herein are for reference purposes\nonly and will not in any manner limit the construction of this Agreement which\nwill be considered as a whole.\n\n     13.11  No Joint Venture.  Nothing contained in this Agreement will be\n            ----------------                                              \ndeemed or construed as creating a joint venture or partnership between any of\nthe parties hereto.  No party is by virtue of this Agreement authorized as an\nagent, employee or legal representative of any other party.  No party will have\nthe power to control the activities and operations of any other party and their\nstatus is, and at all times will continue to be, that of independent contractors\nwith respect to each other.  No party will have any power or authority to bind\nor commit any other.  No party will hold itself out as having any authority or\nrelationship in contravention of this Section.\n\n     13.12  Further Assurances.  Each party agrees to cooperate fully with the\n            ------------------                                                \nother parties and to execute such further instruments, documents and agreements\nand to give such further written assurances as may be reasonably requested by\nany other party to evidence and reflect the transactions described herein and\ncontemplated hereby and to carry into effect the intents and purposes of this\nAgreement.\n\n     13.13  Absence of Third Party Beneficiary Rights.  No provisions of this\n            -----------------------------------------                        \nAgreement are intended, nor will be interpreted, to provide or create any third\nparty beneficiary rights or any other rights of any kind in any client,\ncustomer, affiliate, shareholder, partner, employee, agent, consultant or any\nparty hereto or any other person or entity unless specifically provided\notherwise herein, and, except as so provided, all provisions hereof will be\npersonal solely between the parties to this Agreement.\n\n     13.14  Confidentiality.  MSS, the Shareholders, and NetSelect each confirm\n            ---------------                                                    \nthat they have entered into the Confidentiality Agreement and that they are each\nbound by, and will abide by, the provisions of such Confidentiality Agreement\n(except that NetSelect will cease to be bound by the Confidentiality Agreement\nafter the Merger becomes effective).  If this Agreement is terminated, all\ncopies of documents containing confidential information of a disclosing party\nshall be returned by the receiving party to the disclosing party or be\ndestroyed, as provided in the Confidentiality Agreement.\n\n     13.15  Entire Agreement.  This Agreement and the exhibits hereto constitute\n            ----------------                                                    \nthe entire understanding and agreement of the parties hereto with respect to the\nsubject matter hereof and\n\n                                      40\n\n \nsupersede all prior and contemporaneous agreements or understandings,\ninducements or conditions, express or implied, written or oral, between the\nparties with respect hereto other than the Confidentiality Agreement. The\nexpress terms hereof control and supersede any course of performance or usage of\nthe trade inconsistent with any of the terms hereof.\n\n     13.16  Withholding.  All amounts payable to the Shareholders hereunder\n            -----------                                                    \nshall be reduced by all federal, state, local and other withholding, employment\nand similar taxes and payments on such amounts (e.g., if required, social\nsecurity, Medicare, Medicaid, etc.) that NetSelect determines in good faith are\nrequired by applicable law.  In connection herewith, the parties acknowledge\nthat payments and deliveries to the Shareholders pursuant to Section 2 of this\nAgreement are intended as consideration in exchange for the transfer of the MSS\nStock.  The parties agree to report the transactions contemplated under this\nAgreement consistent with that understanding and will not take an inconsistent\nposition in connection therewith in connection with any tax filing or reporting.\n                                     \n                                      41\n\n \n     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of\nthe date first above written.\n\nNETSELECT, INC.                               MULTISEARCH SYSTEMS, INC.\na Delaware corporation                        a Texas corporation\n \n                                                 \n\nBy: \/s\/ Stuart Wolff                          By: \/s\/ Fred White\n   -----------------------------------           -------------------------------\n   Stuart Wolff                                   Fred White, President\n   Chairman and Chief Executive Officer\n                                                                  \n \nNATIONAL NEW HOMES CO, INC.                   SHAREHOLDERS\na Delaware corporation                        \n                                              FRED WHITE\n                                                     \n\nBy: \/s\/ Stuart Wolff                          \/s\/ Fred White\n   ----------------------------------         ----------------------------------\n   Stuart Wolff                                 Fred White, individually \n   Chairman and Chief Executive Officer\n\n                                              R. FRED WHITE III (TREY)\n\n                                              \/s\/ R. Fred White III\n                                              ----------------------------------\n                                              R. Fred White III, individually\n\n\n\n           [SIGNATURE PAGE TO AGREEMENT AND PLAN OF REORGANIZATION]\n\n\n                                      42\n\n \nSchedule A\n----------\n \n                                                         \n                          Allocation of Consideration\n \nShareholder       Stock Allocation      Cash Allocation      Note Allocation\n-----------       ----------------      ---------------      ---------------\n\nFred White              50.0%               70.9%                 70.9%\nTrey White              50.0%               29.1%                 29.1%\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7788],"corporate_contracts_industries":[9486],"corporate_contracts_types":[9622,9626],"class_list":["post-43197","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-homestorecom-inc","corporate_contracts_industries-real__agents","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43197","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43197"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43197"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43197"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43197"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}