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.

This Plan and Agreement of Merger contains the following:

• Parties: Sets forth the name of the companies who desire to merge;
• Merger/Effective Date: Sets out the name of the new company and effective date of merger, as well as rights, privileges and powers granted to the new company;
• Employee Plans: Specifies the stock option, employment agreements or other agreements which will be assumed by the new company;
• Representations and Warranties: Spells out the warranties and representations of both companies in regard to validity, capitalization and any pending litigation;
• Conditions Prior to Closing: Specifies the conditions which must be met prior to the closing of this merger transaction;
• Signatures: This document must be signed by representatives of both companies and attested by the company secretary.

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This attorney-prepared packet contains:

1. General Information
2. Instructions and Checklist
3. Plan and Agreement of Merger

State Law Compliance: This form complies with the laws of all states