Plan and Agreement of Merger

This Plan and Agreement of Merger is the definitive agreement between two corporations who desire to merge into one. It contains provisions regarding: i) pending and subsequent actions the parties would be obligated to perform; ii) how all stock will converted, issued and delivered; and how employment agreements will be adopted by the new corporation, as well as all stock option plans. It also sets forth representations and warranties of each corporation and how the new corporation will be organized and capitalized. (continued ...)