EXHIBIT 2.2

               MERGER AGREEMENT AND PLAN OF REORGANIZATION DATED
              APRIL 24, 2002 BY AND AMONG NOXSO CORPORATION, NOXSO
                ACQUISITION CORP., AND CANO ENERGY CORPORATION,
                                   AS AMENDED












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                   MERGER AGREEMENT AND PLAN OF REORGANIZATION




                                 APRIL 24, 2002

                                  BY AND AMONG






                                NOXSO CORPORATION
                        A VIRGINIA CORPORATION ("NOXSO")




                             NOXSO ACQUISITION CORP.
                       A DELAWARE CORPORATION ("MERGERCO")



                                       AND


                             CANO ENERGY CORPORATION
                          A TEXAS CORPORATION ("CANO")



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         MERGER AGREEMENT AND PLAN OF REORGANIZATION  made as of the 24th day of
April 2002, by and among Cano Energy Corporation,  a Texas corporation ("CANO"),
having its principal place of business at 309 West Seventh  Street,  Suite 1600,
Fort Worth, Texas 76102, Noxso Corporation,  a Virginia corporation,  having its
principal  place  of  business  at 19 Maple  Lane,  Rhinebeck,  New  York  12572
("NOXSO"),  and Noxso  Acquisition  Corp., a newly formed  Delaware  corporation
having its  principal  place of business at 19 Maple Lane,  Rhinebeck,  New York
12572 ("MERGERCO").

         WHEREAS,  Noxso is  authorized  to issue  20,000,000  shares  of common
stock,  par value $.01 per share (the "NOXSO COMMON STOCK"),  of which 1,135,000
shares are issued and  outstanding  on the date hereof (the  "OUTSTANDING  NOXSO
MERGER SHARES");

         WHEREAS,  Cano is authorized to issue  50,000,000  shares of its common
stock, par value $.001 per share (the "CANO COMMON STOCK"),  of which 14,110,875
shares are issued and outstanding as of the date hereof and 25,000,000 shares of
preferred  stock, par value $.001 per share, of which none are outstanding as of
the date hereof (the "CANO PREFERRED Stock");

         WHEREAS,  Mergerco  is  a  wholly-owned  subsidiary  of  Noxso  and  is
authorized  to issue  100  shares  of its  common  stock,  $.01 par  value  (the
"MERGERCO SHARES"), all of which Mergerco Shares are owned by Noxso;

         WHEREAS,  neither Cano, Mergerco nor Noxso has outstanding any options,
warrants or other securities  convertible  and/or  exercisable into any of their
respective securities;

         WHEREAS,  Noxso  intends to conduct a private  placement  (the "PRIVATE
PLACEMENT")  of  its  securities   exclusively  to  accredited  investors  in  a
transaction  exempt  from the  registration  requirements  of  Section  5 of the
Securities Act of 1933, as amended (the "SECURITIES ACT"),  pursuant to Rule 506
and Regulation D promulgated  thereunder,  pursuant to which it will sell in the
Private  Placement shares of Noxso Common Stock at a purchase price of $1.00 per
share on a $1,000,000 minimum best efforts basis;

         WHEREAS,  following the closing of the Merger and the Private Placement
and based upon certain  assumptions set forth in Section  1(g)(1)(i)(ii) of this
Agreement,  the issued and  outstanding  Noxso  Common  Stock  shall be owned as
follows:  7.5% of the issued and  outstanding  (assuming  $2,000,000  or less of
gross proceeds is received by Noxso in the Private Placement), shall be owned by
current  Noxso  shareholders  (the "OLD NOXSO  SHAREHOLDERS"),  and 92.5% of the
issued and outstanding Noxso Common Stock (assuming  $2,000,000 or less of gross
proceeds  is  received  by Noxso in the  Private  Placement),  shall be owned by
current   shareholders   of  Cano  and  purchasers  In  the  Private   Placement
(collectively, the NEW NOXSO SHAREHOLDERS");

         WHEREAS,  if in the Private  Placement Noxso sells more than $2,000,000
of gross proceeds of Noxso Common Stock,  all issuances of Noxso Common Stock in
the  Private  Placement  representing  shares  issued  for  sales in  excess  of
$2,000,000 shall dilute the 92.5% and 7.5% ownership  interests of the New Noxso
Shareholders and the Old Noxso Shareholders;

         WHEREAS,  the respective Boards of Directors of Noxso and Mergerco deem
it advisable and generally to the advantage and welfare of Cano and Mergerco and
their respective


                                      -2-

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shareholders  that Mergerco  be  merged with and  into Cano under  the terms and
conditions  hereinafter  set  forth  (the "MERGER"), the  Merger  to be effected
pursuant to the Texas Business Corporation Act (the "TBCA") and Delaware General
Corporation Law  (the "DGCL"), and to be a tax free reorganization under SECTION
368(A)(1)(A) of the Internal Revenue Code of 1986, as amended (the "CODE").

         NOW, THEREFORE, in consideration of the premises, the parties hereto do
mutually agree as follows:

         1.     VOTE ON MERGER

                (a)    As soon  as practicable after the date hereof, Cano shall
obtain  the required  approval of  its shareholders to  the Merger in accordance
with the TBCA.

                (b)    As soon  as practicable  after the  date hereof, Mergerco
shall obtain the  written  consent of  its shareholder to  approve the Merger in
accordance with DGCL.

                (c)    If the Merger is approved by the shareholders of Cano and
Mergerco  in  accordance  with the laws of the  States  of Texas  and  Delaware,
subject to the further conditions and provisions of this Agreement, a closing of
the  transactions  contemplated by this Agreement shall be held (the "CLOSING"),
and a  certificate  of merger  and all other  documents  or  instruments  deemed
necessary  or  appropriate  by the parties  hereto to effect the Merger shall be
executed  and filed  with the  Secretaries  of State of the  States of Texas and
Delaware  as promptly as possible  thereafter.  The  certificate  of merger (the
"CERTIFICATE  OF  MERGER")  so  filed  shall  be in the  form as the  Boards  of
Directors of Cano and Mergerco  shall mutually  approve.  The date and time that
such Certificate of Merger is accepted for filing by the Secretaries of State of
the States of Texas and Delaware shall be the "EFFECTIVE TIME."

                (d)    EFFECT OF THE MERGER.  At the  Effective Time, the effect
of the  Merger  shall  be as  provided  in this  Agreement  and  the  applicable
provisions of the TBCA.  Without  limiting the generality of the foregoing,  and
subject  thereto,  at the Effective Time all the property,  rights,  privileges,
powers and  franchises of Cano and Mergerco  shall vest in Cano as the surviving
corporation in the Merger  (referred to hereinafter  sometimes as the "SURVIVING
CORPORATION"),  and all debts, liabilities and duties of Cano and Mergerco shall
become the debts, liabilities and duties of the Surviving Corporation.

                (e)    ARTICLES OF INCORPORATION; BY-LAWS

                       (1)  At the Effective Time, the Articles of Incorporation
of Cano,  as in effect  immediately  prior to the Effective  Time,  shall be the
Articles of Incorporation of the Surviving  Corporation until thereafter amended
as  provided  by law  and  such  Articles  of  Incorporation  of  the  Surviving
Corporation.

                       (2)   The By-Laws of Cano, as in effect immediately prior
to the  Effective  Time,  shall be, at the  Effective  Time,  the By-Laws of the
Surviving Corporation until thereafter amended.


                                      -3-

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                (f)    DIRECTORS  AND  OFFICERS.  The  initial  directors of the
Surviving  Corporation  shall be the directors of Cano immediately  prior to the
Effective Time, until their respective  successors are duly elected or appointed
and qualified.  The initial officers of the Surviving  Corporation  shall be the
officers of Cano immediately prior to the Effective Time, until their respective
successors  are  duly  appointed.  At the  Closing,  (i) the  directors  of Cano
immediately  prior to the Effective  Time shall be appointed as new directors of
Noxso and the existing directors of Noxso shall resign, and (ii) the officers of
Cano shall become the officers of Noxso and the existing officers of Noxso shall
resign.

                (g)    EFFECT  ON  CAPITAL  STOCK.   Subject  to  the  terms and
conditions of this Agreement, at the Effective Time, by virtue of the Merger and
without  any action on the part of  Mergerco,  Cano or the holders of any of the
following securities, the following shall occur:

                       (1)   CONVERSION  OF  CANO COMMON STOCK;  ISSUANCE TO OLD
NOXSO  SHAREHOLDERS OF ADDITIONAL NOXSO COMMON STOCK.  Each share of Cano Common
Stock issued and  outstanding  immediately  prior to the Effective  Time will be
cancelled and  extinguished  and  automatically  converted  (subject to SECTIONS
1(H)(4)  AND  1(H)(5))  into the right to  receive  such  number of shares  (the
"EXCHANGE  RATIO") of Noxso  Common  Stock (the  "NOXSO  MERGER  SHARES"),  upon
surrender of the certificate representing such share of Cano Common Stock in the
manner  provided  in  SECTION  1(H)(3)  (or in the  case  of a lost,  stolen  or
destroyed certificate), upon delivery of an affidavit (and bond, if required) in
the manner provided in SECTION 1(H)(3)), so that assuming (i) $2,000,000 or less
of shares of Noxso  Common  Stock are sold in the  Private  Placement,  and (ii)
Noxso uses  $275,000 of the net  proceeds in the Private  Placement to repay the
$275,000  aggregate  principal  amount of its  outstanding  notes (the "PURCHASE
NOTES") issued by Noxso to evidence the prior  repurchase of  outstanding  Noxso
Common Stock from certain Old Noxso  Shareholders (A) the Old Noxso Shareholders
shall own 7.5% of the issued and outstanding Noxso Common Stock, and (B) the New
Noxso  Shareholders  shall own 92.5% of the issued and outstanding  Noxso Common
Stock.  The 7.5% and the 92.5% are collectively  hereinafter  referred to as the
"POST-MERGER OWNERSHIP  PERCENTAGES."  Notwithstanding  anything to the contrary
provided  herein  or  elsewhere,   to  ensure  that  the  Post-Merger  Ownership
Percentage of 7.5% for the Old Noxso  Shareholders is not diluted as a result of
the issuance of shares of Noxso  Common Stock in the Private  Placement to raise
up to the initial  $2,000,000 of gross proceeds,  if the 860,000 shares of Noxso
Common Stock owned by Old Noxso  Shareholders  would represent less than 7.5% of
the  outstanding  Noxso Common Stock following the closing of the Merger and the
issuance  at any closing of the  Private  Placement  of such number of shares of
Noxso Common  Stock  necessary  so as to raise the initial  $2,000,000  of gross
proceeds,  then, at each closing of the Private  Placement where shares of Noxso
Common Stock are issued to raise up to the initial $2,000,000 of gross proceeds,
Noxso shall issue to the Old Noxso  Shareholders,  on a  proportionate  basis to
their  percentage  ownership  interests,  such number of shares of Noxso  Common
Stock so that such Old Noxso  Shareholders will own in the aggregate 7.5% of the
issued and outstanding  Noxso Common Stock  ("ANTI-DILUTION  SHARE  ISSUANCES");
PROVIDED,  HOWEVER,  that the Old  Noxso  Shareholders  shall  not  receive  any
Anti-Dilution  Share  Issuances  of Noxso  Common  Stock for  issuances of Noxso
Common  Stock  in the  Private  Placement  to  raise in  excess  of the  initial
$2,000,000 of gross proceeds.

                       (2)    CAPITAL STOCK OF MERGERCO.  Each  share  of Common
Stock,  $0.01  par value  per share,  of Mergerco  (the "MERGERCO COMMON STOCK")
issued and outstanding



                                      -4-

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immediately  prior to the  Effective  Time shall be  converted  into one validly
issued, fully paid and non-assessable share of Common Stock, $.001 par value per
share, of the Surviving  Corporation.  Each certificate  evidencing ownership of
shares of Mergerco  Common  Stock  shall  evidence  ownership  of such shares of
capital stock of the Surviving Corporation.

                       (3)    ADJUSTMENTS TO EXCHANGE RATIO.  The Exchange Ratio
shall be  adjusted  to  reflect  appropriately  the  effect of any share  split,
reverse share split,  share dividend  (including any dividend or distribution of
securities  convertible  into Noxso Merger  Common Stock or Cano Common  Stock),
reorganization,  recapitalization,  reclassification  or other like  change with
respect to any Noxso Merger  Shares or Cano Common  Stock  occurring on or after
the date hereof and prior to the Effective Time.

                       (4)    FRACTIONAL  SHARES.  No fraction of a Noxso Merger
Share will be issued by virtue of the Merger,  but in lieu thereof the number of
shares of Noxso Merger Shares shall be rounded to the nearest whole number.

                (h)    SURRENDER OF CERTIFICATES.

                       (1)    EXCHANGE AGENT.  Interwest Transfer Company, Inc.,
Noxso's  Transfer  Agent shall  act as the exchange agent (the "EXCHANGE AGENT")
in the Merger.


                       (2)    NOXSO  TO  PROVIDE MERGER  SHARES.  As promptly as
practicable after the Effective Time, Noxso shall make available to the Exchange
Agent for  exchange  in  accordance  with this  ARTICLE 1, that  number of Noxso
Merger  Shares as is  issuable  pursuant  to  SECTION  1(G)(1) in  exchange  for
outstanding  shares of Cano Common Stock and any dividends or  distributions  to
which holders of shares of Cano Common Stock may be entitled pursuant to SECTION
1(H)(4).

                       (3)    EXCHANGE PROCEDURES. As soon as practicable, after
the Effective Time,  Noxso shall cause the Exchange Agent to mail to each holder
of record (as of the  Effective  Time) of a  certificate  or  certificates  (the
"CERTIFICATES")  which,  immediately  prior to the Effective  Time,  represented
outstanding  shares of Cano Common  Stock whose shares were  converted  into the
right to receive Noxso Merger Shares  pursuant to this Agreement (i) a letter of
transmittal  in customary  form (which  shall  specify  that  delivery  shall be
effected,  and risk of loss and title to the Certificates  shall pass, only upon
delivery of the  Certificates to the Exchange Agent and shall contain such other
provisions as Noxso may  reasonably  specify) and (ii)  instructions  for use in
effecting  the  surrender  of the  Certificates  in  exchange  for  certificates
representing  Noxso  Merger  Shares  and any  dividends  or other  distributions
pursuant to SECTION 1(H)(4).  Upon surrender of Certificates for cancellation to
the  Exchange  Agent or to such  other  agent or agents as may be  appointed  by
Noxso,  together  with such letter of  transmittal,  duly  completed and validly
executed  in  accordance  with the  instructions  thereto,  the  holders of such
Certificates  shall be  entitled to receive in  exchange  therefor  certificates
representing  the number of whole Noxso Merger Shares into which their shares of
Cano Common Stock were  converted  at the  Effective  Time and any  dividends or
distributions  payable  pursuant to SECTION  1(H)(4),  and the  Certificates  so
surrendered  shall  forthwith be cancelled.  Until so  surrendered,  outstanding
Certificates will be deemed from and after the Effective Time, for all corporate
purposes, subject to SECTION 1(H)(4) as to the payment of dividends, to evidence


                                       -5-


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only the  ownership  of the number of full Noxso  Merger  Shares into which such
shares of Cano Common  Stock shall have been so converted  and any  dividends or
distributions payable pursuant to SECTION 1(H)(4).

                       (4)    DISTRIBUTIONS  WITH RESPECT  TO UNEXCHANGED SHARES
AND  ADDITIONAL  MERGER  CONSIDERATION.  No  dividends  or  other  distributions
declared or made after the date of this  Agreement  with respect to Noxso Merger
Shares with a record date after the  Effective  Time will be paid to the holders
of any  unsurrendered  Certificates  with  respect  to the Noxso  Merger  Shares
represented  thereby  until the  holders  of record of such  Certificates  shall
surrender such Certificates.  Subject to applicable law, following  surrender of
any such  Certificates,  the Exchange Agent shall promptly deliver to the record
holders thereof, without interest,  certificates representing whole Noxso Merger
Shares issued in exchange  therefor  along with the amount of any such dividends
or other  distributions with a record date after the Effective Time payable with
respect to such whole Noxso Merger Shares.

                       (5)    TRANSFER OF OWNERSHIP.  If Noxso Merger Shares are
to be issued in a name other than that in which the Certificates  surrendered in
exchange therefor are registered, it will be a condition of the issuance thereof
that the Certificates so surrendered will be properly  endorsed and otherwise in
proper form for transfer and that the persons requesting such exchange will have
paid to Noxso or any agent designated by it any transfer or other taxes required
by reason of the issuance of Noxso Merger  Shares in any name other than that of
the registered  holder of the  Certificates  surrendered,  or established to the
satisfaction of Noxso or any agent  designated by it that such tax has been paid
or is not payable.

                       (6)    REQUIRED WITHHOLDING.  Each of the Exchange Agent,
Noxso and the  Surviving  Corporation  shall be entitled to deduct and  withhold
from  any  consideration  payable  or  otherwise  deliverable  pursuant  to this
Agreement  to any holder or former  holder of shares of Cano  Common  Stock such
amounts as may be required to be deducted or withheld  therefrom  under the Code
or under any  provision  of state,  local or foreign tax law. To the extent such
amounts are so  deducted  or  withheld,  such  amounts  shall be treated for all
purposes  under this  Agreement  as having  been paid to the person to whom such
amounts would otherwise have been paid.

                       (7)    NO  LIABILITY.   Notwithstanding  anything  to the
contrary  in this  SECTION  1(H)(7),  neither the  Exchange  Agent,  Noxso,  the
Surviving  Corporation nor any party hereto shall be liable to a holder of Noxso
Merger  Shares or Cano  Common  Stock for any amount  properly  paid to a public
official pursuant to any applicable abandoned property, escheat or similar law.

                (i)  NO FURTHER OWNERSHIP RIGHTS IN SHARES OF CANO COMMON STOCK.
All Noxso  Merger  Shares  issued in  accordance  with the terms hereof shall be
deemed to have been issued in full satisfaction of all rights pertaining to such
shares of Cano  Common  Stock,  and there  shall be no further  registration  of
transfers on the records of the Surviving  Corporation  of shares of Cano Common
Stock which were outstanding  immediately prior to the Effective Time. If, after
the Effective Time,  Certificates are presented to the Surviving Corporation for
any reason, they shall be cancelled and exchanged as provided in this ARTICLE 1.


                                      -6-

<PAGE>

                (j)    LOST, STOLEN OR DESTROYED CERTIFICATES. In the event that
any Certificates  shall have been lost, stolen or destroyed,  the Exchange Agent
shall issue in exchange for such lost,  stolen or destroyed  Certificates,  upon
the  making of an  affidavit  of that fact by the holder  thereof,  certificates
representing  the Noxso Merger Shares into which the shares of Cano Common Stock
represented by such Certificates were converted pursuant to SECTION 1(G) and any
dividends  or  distributions  payable  pursuant  to SECTION  1(H)(4);  PROVIDED,
HOWEVER,  that Noxso may, in its discretion and as a condition  precedent to the
issuance of such  certificates  representing  the Noxso Merger Shares,  cash and
other  distributions,  require  the  owner of such  lost,  stolen  or  destroyed
Certificates  to  deliver  a bond in such  sum as it may  reasonably  direct  as
indemnity  against  any claim  that may be made  against  Noxso,  the  Surviving
Corporation  or the Exchange Agent with respect to the  Certificates  alleged to
have been lost, stolen or destroyed.

                (k)  TAX CONSEQUENCES. The parties hereto intend that the Merger
shall constitute a reorganization within the meaning of SECTION 368 of the Code.
The parties hereto adopt this Agreement as a "plan of reorganization" within the
meaning of SECTION 1.368-2(G) and SECTION 1.368-3(A) of the United States Income
Tax Regulations.

                (l)   TAKING OF  NECESSARY ACTION;  FURTHER ACTION.  If, at  any
time after the Effective  Time,  any further action is necessary or desirable to
carry out the purposes of this  Agreement and to vest the Surviving  Corporation
with  full  right,  title  and  possession  to  all  assets,  property,  rights,
privileges,  powers and franchises of Cano and Mergerco,  then Cano and Mergerco
will  cause  their  respective  current  officers  to take all such  lawful  and
necessary  action.  Noxso shall cause Mergerco to perform all of its obligations
relating to this Agreement and the transactions contemplated hereby.

                (m)   EXPENSE PAYMENT.  Upon  execution of  this Agreement, Cano
shall loan to Noxso $35,000 (the "$35,000  LOAN"),  which shall be used together
with $40,000 from the Private  Placement net proceeds to pay all Liabilities (as
defined in SECTION 4(H) of this  Agreement)  of Noxso,  so that at the Effective
Time neither  Noxso nor Mergerco  shall have any  Liabilities.  The $35,000 Loan
shall be repaid from the net proceeds of the Private Placement.

         2.     REPRESENTATIONS AND WARRANTIES BY CANO.

                (a)    Cano is a duly organized and validly existing corporation
in good  standing  under  the laws of the State of  Texas,  authorized  to issue
50,000,000  shares of Cano Common Stock and 25,000,000  shares of Cano Preferred
Stock. At the Closing, there will be issued and outstanding 14,110,875 shares of
Cano Common Stock, all of which will be fully paid and non-assessable.  SCHEDULE
2(A)  attached  hereto  sets forth the name and amount of shares of Cano  Common
Stock owned by each Cano shareholder. There are no issued or outstanding rights,
options or warrants to purchase  Cano Common Stock or any issued or  outstanding
securities  of any nature  convertible  into Cano Common  Stock.  The issued and
outstanding  shares of Cano  Common  Stock have all been  issued  pursuant to an
appropriate  exemption from the registration  requirements of the Securities Act
and from any applicable registration requirements of the various states.

                (b)    Cano  has  full power  and authority  to enter  into this
Agreement  and,  subject to  obtaining  the  approval  of its  shareholders,  to
consummate the transactions


                                      -7-


<PAGE>

contemplated  hereby.  This Agreement and the transactions  contemplated  hereby
have been duly  approved by the Board of Directors of Cano.  This  Agreement has
been duly  executed and  delivered by Cano and  constitutes  a valid and binding
obligation  of Cano,  enforceable  against  Cano in  accordance  with its terms,
except  that  such  enforcement  may  be  subject  to  bankruptcy,   insolvency,
reorganization,  moratorium  or other  similar  laws now or  hereafter in effect
relating to creditors' rights.

                (c)    Cano   is  qualified  as  foreign  corporations  in   all
jurisdictions  where its  business  or  ownership  of assets  or  properties  so
requires,  except where the failure to be so qualified would not have a material
adverse effect on the business or financial  condition of Cano (a "CANO MATERIAL
ADVERSE EFFECT").

                (d)    The  financial  statements  of  Cano,  consisting  of its
opening  balance sheet at February 1, 2001,  together with  accompanying  notes,
have been  audited by  independent  public  accountants  and fairly  present the
financial position,  results of operations and other information purported to be
shown therein of Cano, at the date and for the respective  periods to which they
apply.  The unaudited  financial  statements of Cano,  consisting of its balance
sheet  at  December  31,  2001,  its  statement  of  operations,   statement  of
stockholders'  equity and  statement  of cash flows for the eleven  (11)  months
ended  December  31,  2001,  have been  prepared in  accordance  with  generally
accepted accounting principles,  have been adjusted for all normal and recurring
accruals,  and fairly present the financial position,  results of operations and
other information purported to be shown therein of Cano, at the date and for the
respective periods to which they apply. The audited financial statements and the
unaudited financial  statements of Cano are hereinafter referred to as the "CANO
FINANCIAL  STATEMENTS."  The Cano  Financial  Statements  have been delivered to
Noxso.

                (e)  The business of Cano has only been operated in the ordinary
course.  There has not been any material  change in the  financial  condition of
Cano from that set forth in the Cano Financial Statements.

                (f)     Cano  does  not  have  any  material direct  or indirect
indebtedness,   liability,  claim,  loss,  damage,  deficiency,   obligation  or
responsibility,   fixed  or  unfixed,   choate  or   inchoate,   liquidated   or
unliquidated,  secured or unsecured,  accrued, absolute, contingent or otherwise
(all of the foregoing being collectively referred to as "LIABILITIES") of a kind
required by generally accepted accounting principles ("GAAP") to be set forth on
a financial  statement  that is not fully and  adequately  reflected or reserved
against on the Cano Financial  Statements.  Cano does not have any  Liabilities,
whether  or not of a kind  required  by  GAAP  to be set  forth  on a  financial
statement,  other  than (i)  Liabilities  incurred  in the  ordinary  course  of
business  since  the  date of the  latest  balance  sheet  included  in the Cano
Financial  Statements that are consistent with past practice and are included in
the latest Cano Financial Statements,  (ii) Liabilities that are fully reflected
on or  reserved  against  on the  latest  balance  sheet  included  in the  Cano
Financial Statements,  or (iii) as specifically  disclosed in the Cano Financial
Statements.

                (g)    All  federal,  state,  county  and  local income, excise,
property and other  material tax returns  required to be filed by Cano have been
filed and all required  taxes,  fees  assessments  have been paid or an adequate
reserve  therefor  has  been set up in the Cano  Financial  Statements.  All tax
returns filed by Cano are true, correct and complete. The income tax returns

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<PAGE>

of Cano have never been audited by any  authority  empowered to do so, where any
such audit could  reasonably be expected to have a Cano Material Adverse Effect.
All taxes  required by law to be withheld or collected  have been so withheld or
collected and, to the extent required, paid to the proper governmental body.

                (h)  Cano has good and marketable title in all material respects
to all its furniture, fixtures, equipment and other owned assets and such assets
are owned free and clear of all material  security  interests,  pledges,  liens,
restrictions and encumbrances of every kind and nature.

                (i)    All of the agreements, contracts, and commitments of Cano
are in full force and effect,  and, to the best of Cano's  knowledge,  all other
parties to such  agreements,  contracts,  and  commitments  have  performed  all
obligations  required to be performed by them to date thereunder in all material
respects and are not in default thereunder in any material respect.

                (j)    There  are  no  legal, administrative,  arbitral or other
proceedings,  claims,  actions  or  governmental  investigations  of any  nature
against Cano which could  reasonably be expected to have a Cano Material Adverse
Effect  or  which  challenge  the  validity  or  propriety  of the  transactions
contemplated by this Agreement and, to Cano's knowledge,  there is no reasonable
basis for any such proceeding, claim, action or governmental investigation. Cano
is not a party  to or  bound  by any  order,  judgment  or  decree  which  could
reasonably be expected to have a Cano Material Adverse Effect.

                (k)    As  of the date hereof,  Cano has not issued or committed
itself to issue,  and prior to the  Closing  will not issue or commit  itself to
issue any additional common shares or any options,  rights,  warrants,  or other
securities convertible into common shares.

                (l)  Since inception, Cano has in all material respects operated
its business and conducted its affairs in compliance  with all applicable  laws,
rules  and  regulations,  except  where  the  failure  to so  comply  could  not
reasonably  be expected to have a Cano  Material  Adverse  Effect.  Cano has all
licenses,  permits,  orders, and approvals from all governmental bodies required
for the conduct of its  businesses  and is not in violation of any such license,
permit, order, or approval,  where the lack of such license,  permit, etc. would
have a Cano Material  Adverse  Effect.  All such licenses,  permits,  orders and
approvals  are in full  force and  effect,  and no  suspension  or  cancellation
thereof has been threatened.

                (m)    The payment of all compensation to officers and directors
of Cano, as well as all loans to or transactions  with officers and directors of
Cano have been reflected in the Cano Financial Statements.

                (n)    Since December 31, 1996,  neither Cano, nor any promoter,
officer  or  director  of Cano nor any person  intended  to become an officer or
director of Cano, has been the subject of:

                       (1)   a petition under the Federal bankruptcy laws or any
other  insolvency law nor has a receiver,  fiscal agent or similar  officer been
appointed  by a court  for the  business  or  property  of such  person,  or any
partnership in which he was a general partner at or

                                      -9-

<PAGE>


within five years before the time of such filing, or any corporation or business
association of which he was an executive  officer at or within five years before
the time of such filing;

                       (2)    a  conviction in a  criminal proceeding or a named
subject of a pending criminal proceeding  (excluding traffic violations which do
not relate to driving while intoxicated);

                       (3)    any  order,  judgment  or decree, not subsequently
reversed,  suspended  or  vacated,  of  any  court  of  competent  jurisdiction,
permanently  or  temporarily  enjoining  him from,  or otherwise  limiting,  the
following activities:

                              (i)   Acting  as  a futures  commission  merchant,
introducing broker,  commodity trading advisor,  commodity pool operator,  floor
broker,  leverage transaction merchant, any other person regulated by the United
States Commodity  Futures Trading  Commission or an associated  person of any of
the foregoing,  or as an investment  adviser,  underwriter,  broker or dealer in
securities,  or as an affiliated person,  director or employee of any investment
company, bank, savings and loan association or insurance company, or engaging in
or continuing any conduct or practice in connection with such activity;

                              (ii)    Engaging in any type of business practice;
or

                              (iii)   Engaging  in any  activity  in  connection
with the purchase or sale of any security or commodity or in connection with any
violation of Federal, state or other securities laws or commodities laws;

                       (4)    any  order, judgment  or  decree, not subsequently
reversed,  suspended  or  vacated,  of any  Federal,  state or  local  authority
barring,  suspending  or  otherwise  limiting  for more than sixty (60) days the
right of such  person to  engage  in any  activity  described  in the  preceding
subparagraph, or to be associated with persons engaged in any such activity;

                       (5)    a finding by  a court of competent jurisdiction in
a civil action or by the Securities and Exchange  Commission (the  "COMMISSION")
to have violated any  securities  law,  regulation or decree and the judgment in
such  civil  action  or  finding  by the  Commission  has not been  subsequently
reversed, suspended or vacated; or

                       (6)     a finding by a court of competent jurisdiction in
a civil action or by the Commodity  Futures Trading  Commission to have violated
any federal  commodities  laws, and the judgment in such civil action or finding
by the Commodity Futures Trading Commission has not been subsequently  reversed,
suspended or vacated.

                (o)    Except  for  the consent and approval of the shareholders
of Mergerco and Cano and the filing of the Certificate of Merger, no consents or
approvals of, or filings or  registrations  with,  any third party or any public
body or  authority  are  necessary  in  connection  with (i) the  execution  and
delivery  by Cano of this  Agreement  and (ii) the  consummation  by Cano of the
Merger and the other transactions contemplated hereby.

                (p)    Cano does not know of any person who rendered any service
in connection with the  introduction  of Noxso,  Mergerco or Cano to each other,
and knows of no


                                      -10-

<PAGE>

claim for a "finder's fee" or similar type of fee in connection  with the Merger
and the other transactions contemplated hereby.

                (q)    The execution and delivery by Cano of this Agreement, the
consummation  and  performance  of the  transactions  herein  contemplated,  and
compliance  with the terms of this  Agreement  by Cano will not  conflict  with,
result in a breach of or  constitute a default  under any  indenture,  mortgage,
deed of trust or other material agreement,  instrument or Contract to which Cano
is now a party or by which it or any of its assets or properties is bound or the
Articles of  Incorporation,  as amended,  or the bylaws of Cano, in each case as
amended, or any law, order, rule or regulation,  writ, injunction,  judgment, or
decree of any government,  governmental  instrumentality  or court,  domestic or
foreign,  having  jurisdiction  over Cano or any of its business or  properties,
which  conflict,  breach or default could  reasonably be expected to have a Cano
Material Adverse Effect.

                (r)    All information provided and/or to be provided in writing
by Cano  regarding Cano  expressly for use in the private  placement  memorandum
(the "MEMORANDUM"), to be used in connection with the Private Placement shall be
true,  complete  and  accurate in all  material  respects  and there shall be no
omissions of material  fact  necessary to make the  statements  and  information
therein in light of the circumstances in which made not misleading.

                (s)    Cano is in compliance with all applicable published rules
and regulations (and applicable standards and requirements) of the United States
Environmental  Protection Agency (the "EPA"),  and of any similar state agencies
of the State of Texas. There is no suit, claim, action or proceeding now pending
before any court,  governmental  agency or board, or other forum,  nor is any of
the  same  threatened  by any  person  or  entity;  and,  there  is no  fact  or
circumstances actually known to Cano which could reasonably be anticipated to be
the basis for any such suit, claim,  action or proceeding for (i) non-compliance
by Cano with any  environmental  law, rule,  regulation or requirement,  or (ii)
relating to the release or threatened  release into the  environment by the Cano
of any pollutant, toxic or Hazardous Materials, oil, or waste generated by Cano.
Cano has not released any Hazardous  Materials (as  hereinafter  defined) at any
site owned or leased by Cano or shipped any Hazardous  Materials for  treatment,
storage or disposal at any other site or facility.  For purposes of this SECTION
4(S), "HAZARDOUS MATERIALS" shall mean and include any solid, hazardous or toxic
waste,   substance  or  material  as  defined  in  the  United  States  Resource
Conservation and Recovery Act; the Clean Air Act; the Clean Water Act; the Toxic
Substance Control Act; the Comprehensive  Environmental Response,  Compensation,
and Liability Act;  applicable state laws for the protection of the environment,
and the regulations promulgated under any of the foregoing.

         3.     REPRESENTATIONS AND WARRANTIES  RELATING TO MERGERCO.  Noxso and
Mergerco,  jointly and severally  represent and warrant follows:

                (a)     Mergerco  is  a  duly  organized  and  validly  existing
corporation in good standing under the laws of the State of Delaware, authorized
to issue only the Mergerco Shares.  The issued and outstanding  capital stock of
Mergerco  consists  only of the Mergerco  Shares all of which are fully paid and
non-assessable  and which are owned by Noxso. There are no issued or outstanding
rights,  options  or  warrants  to  purchase  Mergerco  Shares or any  issued or
outstanding  securities  of any nature  convertible  into Mergerco  Shares.  The
Mergerco Shares have all been


                                      -11-

<PAGE>

issued pursuant to an appropriate  exemption from the registration  requirements
of the Securities Act and from any applicable  registration  requirements of the
various states.

                (b)    Mergerco  has  been organized  solely for  the purpose of
consummating  the Merger and, since its inception,  Mergerco has had no business
activity  of any  nature  other than those  related  to its  organization  or as
contemplated by this Agreement.

                (c)    Mergerco has  full power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. This Agreement
and the transactions  contemplated  hereby have been duly approved by the Boards
of Directors of Noxso and Mergerco,  and by the  shareholder  of Mergerco.  This
Agreement has been duly executed and  delivered by Mergerco,  and  constitutes a
valid and  binding  obligation  of  Mergerco,  enforceable  against  Mergerco in
accordance  with its  terms,  except  that such  enforcement  may be  subject to
bankruptcy, insolvency, reorganization,  moratorium or other similar laws now or
hereafter in effect relating to creditors' rights.

                (d)    Mergerco  is  qualified as  a foreign  corporation in all
jurisdictions  where its  business  or  ownership  of assets  or  properties  so
requires,  except where the failure to be so qualified would not have a material
adverse  effect on the business or financial  condition of Mergerco (a "MERGERCO
MATERIAL  ADVERSE  EFFECT").  The business of Mergerco does not require it to be
registered  as an  investment  company or  investment  adviser as such terms are
defined  under the  Investment  Company Act and the  Investment  Advisers Act of
1940, each as amended.

                (e)    Mergerco has no subsidiaries.

                (f)    Except in connection with the Merger, Mergerco has had no
business and no financial or other transactions of any nature whatsoever.

                (g)    Mergerco  has no  liabilities (including, but not limited
to, tax  liabilities)  nor are there any claims against  Mergerco  (whether such
liabilities  or claims are  contingent  or  absolute,  direct or  indirect,  and
matured or unmatured).

                (h)    All  federal,  state, county  and  local  income, excise,
property or other tax returns  required to be filed by Mergerco  have been filed
and all required taxes, fees or assessments have been paid.

                (i)    Mergerco has no fixtures, furniture, equipment, inventory
or accounts receivable.

                (j)    Mergerco has no Contracts or commitments to which it is a
party,   except  for  this  Agreement  and  other   documents  and   instruments
contemplated hereby in connection with the Merger.

                (k)    There  are no  legal, administrative,  arbitral or  other
proceedings,  claims,  actions  or  governmental  investigations  of any  nature
against  Mergerco,  or challenging the validity or propriety of the transactions
contemplated  by this Agreement  and, to Mergerco's and Noxso's best  knowledge,
there  is no  reasonable  basis  for any  other  proceeding,  claim,  action  or
governmental investigation against Mergerco. Mergerco is not a party to or bound
by any order,


                                      -12-

<PAGE>

judgment  or decree  which  could  reasonably  be  expected  to have a  Mergerco
Material Adverse Effect.

                (l)    Since  the inception  of Mergerco there  have been (i) no
salaried or otherwise  compensated  employees and no bonuses paid to any officer
or  director of  Mergerco;  (ii) no loans made to or any  transactions  with any
officer or director  of  Mergerco;  (iii) no  dividends  or other  distributions
declared or paid by  Mergerco;  and (iv) no purchase by Mergerco of any Mergerco
Shares.

                (m)    Since its inception, Mergerco has not issued or committed
itself to issue,  and until  after the  Effective  Time will not issue or commit
itself to issue any Mergerco Shares or any options,  rights,  warrants, or other
securities  convertible  into  Mergerco  Shares  except for the  issuance of the
Mergerco Shares to Noxso.

                (n)    Mergerco has no patents, patent applications, trademarks,
trademark  registrations,  trade names,  copyrights,  copyright registrations or
applications therefor.

                (o)   Since its inception, Mergerco has in all material respects
conducted  its  affairs  in  compliance  with all  applicable  laws,  rules  and
regulations  except  where the  failure  to so comply  could not  reasonably  be
expected to have a Mergerco Material Adverse Effect.

                (p)    Since  December  31, 1996,  no  officer  or  director  of
Mergerco has been the subject of:

                       (1)   a petition under the Federal bankruptcy laws or any
other  insolvency law nor has a receiver,  fiscal agent or similar  officer been
appointed  by a court  for the  business  or  property  of such  person,  or any
partnership in which he was a general  partner at or within two years before the
time of such filing, or any corporation or business  association of which he was
an executive officer at or within two years before the time of such filing;

                       (2)   a conviction  in a  criminal  proceeding or a named
subject of a pending criminal proceeding  (excluding traffic violations which do
not relate to driving while intoxicated);

                       (3)   any  order,  judgment  or decree,  not subsequently
reversed,  suspended  or  vacated,  of  any  court  of  competent  jurisdiction,
permanently  or  temporarily  enjoining  him from,  or otherwise  limiting,  the
following activities:

                             (i)    Acting  as a  futures  commission  merchant,
introducing broker,  commodity trading advisor,  commodity pool operator,  floor
broker,  leverage transaction merchant, any other person regulated by the United
States Commodity  Futures Trading  Commission or an associated  person of any of
the foregoing,  or as an investment  adviser,  underwriter,  broker or dealer in
securities,  or as an affiliated person,  director or employee of any investment
company, bank, savings and loan association or insurance company, or engaging in
or continuing any conduct or practice in connection with such activity;

                             (ii)  Engaging in any type of business practice; or


                                      -13-

<PAGE>

                             (iii)   Engaging in any activity in connection with
the  purchase or sale of any security or  commodity  or in  connection  with any
violation of Federal, state or other securities laws or commodities laws;

                       (4)    any order,  judgment or  decree, not  subsequently
reversed,  suspended  or  vacated,  of any  Federal,  state or  local  authority
barring,  suspending  or  otherwise  limiting for more than 60 days the right of
such person to engage in any activity described in the preceding  sub-paragraph,
or to be associated with persons engaged in any such activity;

                       (5)    a finding  by a court of competent jurisdiction in
a civil  action  or by the  Commission  to have  violated  any  securities  law,
regulation  or decree and the  judgment  in such civil  action or finding by the
Commission has not been subsequently reversed, suspended or vacated; or

                       (6)    a finding  by a court of competent jurisdiction in
a civil action or by the Commodity  Futures Trading  Commission to have violated
any federal commodities law, and the judgment in such civil action or finding by
the Commodity  Futures Trading  Commission has not been  subsequently  reversed,
suspended or vacated.

                (q)    Mergerco  has  no pension plan, profit sharing or similar
employee benefit plan.

                (r)    Except for  the consent and  approval of the shareholders
of Mergerco  and Cano and the filing of the  Articles of Merger,  no consents or
approvals of, or filings or  registrations  with,  any third party or any public
body or  authority  are  necessary  in  connection  with (i) the  execution  and
delivery by Mergerco of this Agreement and (ii) the  consummation by Mergerco of
the Merger and the other transactions contemplated hereby.

                (s)    Mergerco  knows of no person  who rendered any service in
connection with the  introduction of Noxso,  Mergerco or Cano to each other, and
that  they  know of no claim  for a  "finder's  fee" or  similar  type of fee in
connection with the Merger and the other transactions contemplated hereby.

                (t)    Mergerco has no employees.

                (u)    The execution and delivery by Mergerco of this Agreement,
the consummation and performance of the transactions  herein  contemplated,  and
compliance  with the terms of this Agreement by Mergerco will not conflict with,
result in a breach of or  constitute a default  under any  indenture,  mortgage,
deed of trust or other  agreement,  instrument or Contract to which  Mergerco is
now a party or by which it or any of its  assets or  properties  is bound or the
Articles of Incorporation,  as amended, or the bylaws of Mergerco,  in each case
as amended, or any law, order, rule or regulation, writ, injunction, judgment or
decree of any government,  governmental  instrumentality  or court,  domestic or
foreign, having jurisdiction over Mergerco or any of its business or properties,
which  conflict,  breach or  default  could  reasonably  be  expected  to have a
Mergerco Material Adverse Effect.

                (v)    All information provided and/or to be provided in writing
by Mergerco and/or Noxso regarding Mergerco for expressly for use in the private
placement  memorandum

                                      -14-

<PAGE>

(the "MEMORANDUM"), to be used in connection with the Private Placement shall be
true,  complete  and  accurate in all  material  respects  and there shall be no
omissions of material  fact  necessary to make the  statements  and  information
therein in light of the circumstances in which made not misleading.

         4.     REPRESENTATIONS  AND  WARRANTIES  RELATING TO  NOXSO.  Noxso and
Mergerco, jointly and severally, represent and warrant as follows:

                (a)   Noxso is a duly organized and validly existing corporation
in good  standing  under the laws of the State of Virginia,  authorized to issue
only 20,000,000  shares of Noxso Common Stock and no shares of preferred  stock.
Immediately prior to the Effective Time and the issuance of any securities in or
in connection with the Merger,  there will be issued and  outstanding  1,135,000
shares of Noxso Common Stock, all of which will be fully paid and non-assessable
(the  "OUTSTANDING  NOXSO MERGER  SHARES").  SCHEDULE 4(A) attached  hereto sets
forth the name and amount of shares of Noxso  Common  Stock  owned by each Noxso
shareholder.  Except as contemplated to be issued in the Merger and disclosed in
this Agreement,  there are no issued or outstanding  options,  warrants or other
rights,  contingent or otherwise,  to purchase or acquire shares of Noxso Common
Stock or any issued or  outstanding  securities of any nature  convertible  into
shares of Noxso Common Stock. The issued and outstanding  shares of Noxso Common
Stock have all been issued pursuant to an effective registration statement or an
appropriate  exemption from the registration  requirements of the Securities Act
and from any applicable registration requirements of the various states.

                (b)   Since June 4, 1997, the business of Noxso has been limited
solely to the  search  for an  acquisition  or merger  partner  and,  except for
transactions  related  thereto  or  related  to its  status as a  publicly  held
company, it has not engaged in any other business or activity.

                (c)    Noxso  has  full  power and  authority to enter into this
Agreement and to consummate the transactions contemplated hereby. This Agreement
and the transactions contemplated hereby have been duly approved by the Board of
Directors of Noxso. This Agreement has been duly executed and delivered by Noxso
and  constitutes  a valid and binding  obligation of Noxso  enforceable  against
Noxso in accordance with its terms,  except that such enforcement may be subject
to bankruptcy, insolvency, reorganization,  moratorium or other similar laws now
or hereafter in effect relating to creditors' rights.

                (d)    Noxso  is  qualified  as  a  foreign  corporation  in all
jurisdictions  where its  business  or  ownership  of assets  or  properties  so
requires,  except where the failure to be so qualified would not have a material
adverse  effect  on the  business  or  financial  condition  of Noxso (a  "NOXSO
MATERIAL  ADVERSE  EFFECT").  The  business  of Noxso does not  require it to be
registered  as an  investment  company or  investment  adviser as such terms are
defined under the Investment Company Act of 1940 and the Investment Advisers Act
of 1940, each as amended.

                (e)    Noxso has no subsidiaries except for Mergerco.

                (f)    The  financial statements  of  Noxso,  consisting of  its
balance  sheet as at March  31,  2001,  and its  statement  of  operations,  its
statement of stockholders' equity and its statement of cash flows for the fiscal
year ended March 31, 2001, all together with


                                      -15-

<PAGE>


accompanying notes, as set forth in Noxso's Annual Report on Form 10-KSB for the
fiscal  year ended  March 31,  2001,  have been  audited by  independent  public
accountants and fairly present the financial position, results of operations and
other  information  purported to be shown therein of Noxso,  at the date and for
the respective periods to which they apply. The unaudited  financial  statements
of Noxso,  consisting of its balance sheet as at December 31, 2001 and 2000, its
statement of income,  statement of  stockholders'  equity and  statement of cash
flows for the nine  months  ended  December  31,  2001,  as set forth in Noxso's
Quarterly  Report on Form 10-QSB for the quarter  ended  December  31, 2001 (the
"DECEMBER  31,  2001 FORM  10-QSB,"  and  collectively  with the Form 10-KSB and
Noxso's  quarterly  reports on Form 10-QSB for the quarters  ended June 30, 2001
and  September 30, 2001 (the "SEC  REPORTS")),  have been prepared in accordance
with generally accepted accounting principles, have been adjusted for all normal
and recurring accruals,  and fairly present the financial  position,  results of
operations and other information  purported to be shown therein of Noxso, at the
date and for the respective  periods to which they apply. The audited  financial
statements  and the  unaudited  financial  statements  of Noxso are  hereinafter
referred to as the "NOXSO FINANCIAL  STATEMENTS." The Noxso Financial Statements
have been delivered to Cano.

                (g)    The  business of Noxso, as  described in the SEC Reports,
has only been operated in the ordinary  course.  There has not been any material
change in the  financial  condition of Noxso from that set forth in the December
31, 2001 Form 10-QSB.

                (h)    Taking into account the payment of $75,000 of Liabilities
(as defined  below) from (i) the $35,000 Loan to be made upon  execution of this
Agreement,  and (ii) $40,000 from the Private  Placement,  there are, and at the
Effective Time will be, no  indebtedness,  obligations or any liabilities of any
kind  (including,  but not limited to, tax liabilities,  legal fees,  consulting
fees, accrued salaries, accounting fees) or claims against Noxso and/or Mergerco
(whether  such  liabilities  or claims are  contingent  or  absolute,  direct or
indirect,  and matured or  unmatured)  (collectively,  "LIABILITIES").  SCHEDULE
4(H),  annexed  hereto,  lists as of the date  hereof all  Liabilities  of Noxso
(including  contingent) and the exact name and address of the persons owed funds
to and the exact amount of funds so owed.

                (i)    All  federal,  state, county  and local  income,  excise,
property  and  other  material  tax  returns  required  to be filed by Noxso and
Mergerco have been filed and all required taxes, fees assessments have been paid
or an  adequate  reserve  therefor  has  been  set  up in  the  Noxso  Financial
Statements.  All tax returns  filed by Noxso and Mergerco are true,  correct and
complete.  The  income tax  returns  of Noxso  have  never  been  audited by any
authority  empowered to do so, where any such audit could reasonably be expected
to have a  Noxso  Material  Adverse  Effect.  All  taxes  required  by law to be
withheld or  collected  have been so withheld  or  collected  and, to the extent
required, paid to the proper governmental body.

                (j)    Noxso has no fixtures, furniture, equipment, inventory or
accounts receivable.

                (k)    Noxso  has no material  Contracts to which it is a party,
except those between the parties hereto, and as described in the SEC Reports.

                                      -16-

<PAGE>

                (l)    There  are  no  legal,  administrative, arbitral or other
proceedings,  claims,  actions  or  governmental  investigations  of any  nature
against  Noxso,  or  challenging  the validity or propriety of the  transactions
contemplated  by this Agreement  and, to Mergerco's and Noxso's best  knowledge,
there  is no  reasonable  basis  for  any  such  proceeding,  claim,  action  or
governmental  investigation.  Noxso is not a party  to or  bound  by any  order,
judgment or decree which will,  or might  reasonably be expected to have a Noxso
Material Adverse Effect.

                (m)    There have been: (i) no salaried or otherwise compensated
employees and no bonuses paid to any officer or director of Noxso;  (ii) no cash
dividends or other cash  distributions  declared or paid by Noxso;  and (iii) no
purchase by Noxso of any Noxso Merger Shares.

                (n)    As  of the date hereof, Noxso has not issued or committed
itself to issue, and prior to the Effective Time will not issue or commit itself
to issue any  additional  common shares (other than the Noxso Merger  Shares) or
any options,  rights,  warrants,  or other  securities  convertible  into common
shares, except as expressly contemplated in writing by this Agreement.

                (o)    Noxso  has  furnished  to  Cano true and complete copies,
including exhibits and, as applicable, amendments thereto, of (i) each Quarterly
Report on Form 10-QSB and (ii) each Annual Report on Form 10-KSB issued by Noxso
since March 31, 1999. None of such filings  contained any untrue  statement of a
material  fact or  omitted  to state any  material  fact  required  to be stated
therein or necessary in order to make the  statements  therein,  in light of the
circumstances  under  which they were made,  not  misleading  a the time of such
filings.  None of the documents and/or orders set forth in this SECTION 4(O) has
been amended, altered and/or otherwise changed.

                (p)    Noxso  has  no patents, patent applications,  trademarks,
trademark  registrations,  trade names,  copyrights,  copyright registrations or
applications therefor.

                (q)    Since  its inception,  Noxso has in all material respects
operated  its  business  and  conducted  its  affairs  in  compliance  with  all
applicable laws, rules and regulations.

                (r)    Except  as set  forth in  the  SEC  Reports or  otherwise
disclosed  in writing  to Cano,  there are no loans,  leases or other  contracts
outstanding  between  Noxso and any  officer or  director of Noxso or any person
related to any officer or director of Noxso.

                (s)    Since  December 31, 1996,  no  officer, promoter, control
person, affiliate or director of Noxso and/or Mergerco has been the subject of:

                       (1)   a petition under the Federal bankruptcy laws or any
other  insolvency law nor has a receiver,  fiscal agent or similar  officer been
appointed  by a court  for the  business  or  property  of such  person,  or any
partnership in which he was a general  partner at or within two years before the
time of such filing, or any corporation or business  association of which he was
an executive officer at or within two years before the time of such filing;

                       (2)   a  conviction in  a criminal proceeding  or a named
subject of a pending criminal proceeding  (excluding traffic violations which do
not relate to driving while intoxicated);


                                      -17-

<PAGE>

                       (3)    any  order,  judgment or decree,  not subsequently
reversed,  suspended  or  vacated,  of  any  court  of  competent  jurisdiction,
permanently  or  temporarily  enjoining  him from,  or otherwise  limiting,  the
following activities:

                              (i)   Acting  as a  futures  commission  merchant,
introducing broker,  commodity trading advisor,  commodity pool operator,  floor
broker,  leverage transaction merchant, any other person regulated by the United
States Commodity  Futures Trading  Commission or an associated  person of any of
the foregoing,  or as an investment  adviser,  underwriter,  broker or dealer in
securities,  or as an affiliated person,  director or employee of any investment
company, bank, savings and loan association or insurance company, or engaging in
or continuing any conduct or practice in connection with such activity;

                              (ii)    Engaging in any type of business practice;
or

                              (iii)   Engaging  in  any  activity  in connection
with the purchase or sale of any security or commodity or in connection with any
violation of Federal, state or other securities laws or commodities laws;

                       (4)    any  order,  judgment or  decree, not subsequently
reversed,  suspended  or  vacated,  of any  Federal,  state or  local  authority
barring,  suspending  or  otherwise  limiting for more than 60 days the right of
such person to engage in any activity described in the preceding  sub-paragraph,
or to be associated with persons engaged in any such activity;

                       (5)    a finding  by a court of competent jurisdiction in
a civil  action  or by the  Commission  to have  violated  any  securities  law,
regulation  or decree and the  judgment  in such civil  action or finding by the
Commission has not been subsequently reversed, suspended or vacated; or

                       (6)    a finding  by a court of competent jurisdiction in
a civil action or by the Commodity  Futures Trading  Commission to have violated
any federal commodities law, and the judgment in such civil action or finding by
the Commodity  Futures  Trading  Commission has not been  subsequently  reversed
suspended or vacated.

                (t)    Noxso  has  no pension  plan,  profit sharing  or similar
employee benefit plan.

                (u)    Except  for the consent and  approval of the shareholders
of Mergerco and Cano and the filing of the Certificate of Merger, no consents or
approvals of, or filings or  registrations  with,  any third party or any public
body or  authority  are  necessary  in  connection  with (i) the  execution  and
delivery by Noxso of this Agreement and (ii) the  consummation of the Merger and
the other transactions contemplated hereby.

                (v)    Noxso  knows  of  no person  who rendered  any service in
connection with the introduction of Noxso, Mergerco or Cano to each other, which
is being compensated  through a separate  agreement between itself and Cano, and
they know of no claim for a "finder's  fee" or similar type of fee in connection
with the Merger and the other transactions contemplated hereby.

                                      -18-

<PAGE>


                (w)    None  of the information supplied or to be supplied by or
about Noxso for inclusion in the Memorandum  concerning  the Merger  contains or
will contain any untrue  statement of a material  fact or omit or omits to state
any material  fact  required to be stated  therein or necessary in order to make
the statements therein, in light of the circumstances under which they are made,
not misleading.

                (x)    Noxso  is in  compliance  with all  applicable  published
rules and regulations (and applicable  standards and requirements) of the United
States  Environmental  Protection  Agency (the "EPA"),  and of any similar state
agencies of the State of Virginia. There is no suit, claim, action or proceeding
now pending before any court,  governmental agency or board, or other forum, nor
is any of the same threatened by any person or entity;  and, there is no fact or
circumstances  actually known to Noxso which could  reasonably be anticipated to
be  the  basis  for  any  such  suit,  claim,   action  or  proceeding  for  (i)
non-compliance  by  Noxso  with  any  environmental  law,  rule,  regulation  or
requirement,  or (ii)  relating to the release or  threatened  release  into the
environment by the Noxso of any pollutant, toxic or Hazardous Materials, oil, or
waste  generated by Noxso.  Noxso has not released any  Hazardous  Materials (as
hereinafter  defined)  at any site  owned or  leased  by  Noxso or  shipped  any
Hazardous  Materials  for  treatment,  storage or  disposal at any other site or
facility.  For purposes of this SECTION 4(X),  "HAZARDOUS  MATERIALS" shall mean
and  include  any solid,  hazardous  or toxic  waste,  substance  or material as
defined in the United States Resource  Conservation  and Recovery Act; the Clean
Air Act; the Clean Water Act; the Toxic Substance Control Act; the Comprehensive
Environmental Response,  Compensation,  and Liability Act; applicable state laws
for the protection of the environment, and the regulations promulgated under any
of the foregoing.

                (y)    In  connection with the bankruptcy proceeding of Noxso in
the United  States  Bankruptcy  Court for the  Eastern  District  of  Tennessee,
Chattanooga  Division (the "BANKRUPTCY  COURT"),  the Bankruptcy  Court's "Order
Approving   Disclosure   Statement  and   Confirming   Second  Amended  Plan  of
Reorganization Under Chapter 11 of the Bankruptcy Code" entered December 9, 1999
(the "APPROVING  ORDER"),  which,  among other items (i) confirms Noxso's Second
Plan of Reorganization  with Modifications  Through December 2, 1999, filed with
the Bankruptcy Court on December 7, 1999 (the "SECOND PLAN"),  and (ii) approves
Noxso's  Disclosure  Statement With Respect to the Second Plan of Reorganization
dated October 27, 1999 and filed with the  Bankruptcy  Court on October 27, 1999
(the "SECOND DISCLOSURE STATEMENT") is a final order of the Bankruptcy Court and
since the date the Approving  Order was issued by the  Bankruptcy  Court has not
been directly and/or indirectly  appealed,  modified,  amended and/or in any way
changed. Noxso has complied with the Approving Order, the Second Plan and Second
Disclosure  Statement  in all  respects  and has not  violated and is not now in
violation of the Approving  Order and/or the Second Plan.  (z) The execution and
delivery by Noxso of this  Agreement,  the  consummation  and performance of the
transactions  herein  contemplated,  and  compliance  with  the  terms  of  this
Agreement by Noxso will not conflict  with,  result in a breach of or constitute
default  under  any  indenture,  mortgage,  deed of trust  or  other  agreement,
instrument  or  Contract  to which Noxso is now a party or by which it or any of
its assets or properties is bound or the Articles of Incorporation,  as amended,
or the by-laws of Noxso,  in each case as amended,  or any law,  order,  rule or
regulation, writ, injunction, judgment or decree of any government, governmental
instrumentality or court, domestic or foreign, having jurisdiction over Noxso or
any of its business or properties.

                                      -19-

<PAGE>

                (aa)   Noxso  is and will  at all  times through and include the
date of the Closing of the Merger,  be in  compliance  and comply with all rules
and regulations of the Federal  Securities  laws including,  but not limited to,
the filing of all reports to be required thereunder.

                (bb)   Noxso's  Common Stock is  eligible for  quotation  and is
quoted under the symbol "NXSO" on the NASD Bulletin Board and knows of no facts,
circumstances  and/or  other  events that could lead to the Noxso  Common  stock
being no longer eligible for quotation on the NASD Bulletin Board.

         5.     RIGHTS AND LIABILITIES  OF SURVIVING CORPORATION.   At and after
the Effective  Time,  Cano, as the surviving  corporation,  shall succeed to and
possess,  without  further act or deed, all of the estate,  rights,  privileges,
powers, and franchises,  both public and private, and all of the property, real,
personal, and mixed, of each of the constituent  corporations;  all debts due to
either of the constituent  corporations  on whatever  account shall be vested in
Cano; all claims, demands, property, rights, privileges,  powers, and franchises
and every other interest of either of the constituent  corporations  shall be as
effectively  the  property  of Cano as they were of the  respective  constituent
corporations; the title to any real estate by deed or otherwise in either of the
constituent corporations shall not revert or be in any way impaired by reason of
the Merger,  but shall be vested in Cano;  all rights of creditors and all liens
upon any property of either of the constituent  corporations  shall be preserved
unimpaired,  limited  in  lien to the  property  affected  by  such  lien at the
Effective Time; all debts, liabilities, and duties of the respective constituent
corporations  shall thenceforth attach to Cano and may be enforced against it to
the same extent as if such debts,  liabilities,  and duties had been incurred or
contracted by it.

         6.     REASONABLE EFFORTS; NOTIFICATION.

                (a)    Upon the terms and subject to the conditions set forth in
this  Agreement,  each of the  parties  agrees  to use  commercially  reasonable
efforts to take,  or cause to be taken,  all actions,  and to do, or cause to be
done,  and to assist and cooperate  with the other parties in doing,  all things
necessary,  proper or advisable to consummate  and make effective the Merger and
the  other  transactions   contemplated  by  this  Agreement,   including  using
commercially  reasonable efforts to accomplish the following:  (i) the obtaining
of all necessary actions or non-actions,  waivers, consents,  approvals,  orders
and  authorizations  from governmental  entities and the making of all necessary
registrations,  declarations and filings (including registrations,  declarations
and  filings  with  governmental  entities,  if any) and (ii) the  execution  or
delivery of any additional  instruments necessary to consummate the transactions
contemplated by, and to fully carry out the purposes of, this Agreement.

                (b)    Each of Cano, Mergerco and Noxso shall give prompt notice
to the other of any  representation  or warranty  made by it  contained  in this
Agreement becoming untrue or inaccurate in any material respect,  or any failure
of such party to comply with or satisfy in any respect any  covenant,  condition
or agreement to be complied  with or  satisfied by it under this  Agreement,  in
each  case,  such  that  the  conditions  set  forth in  SECTIONS  8 AND 9 could
reasonably  be expected to not be  satisfied;  PROVIDED,  HOWEVER,  that no such
notification  shall  affect  the  representations,   warranties,   covenants  or
agreements of the parties or the  conditions to the  obligations  of the parties
under this Agreement.


                                      -20-

<PAGE>

         7.     FURTHER ASSURANCES OF TITLE. As and when requested by Cano or by
its  successors  or assigns,  Mergerco  shall execute and deliver or cause to be
executed and delivered all such deeds and  instruments and will take or cause to
be taken all such  further  action as Cano may deem  necessary  or  desirable in
order to invest in and confirm to Cano title to and  possession  of its property
acquired by Cano by reason or as a result of the Merger and  otherwise  to carry
out the intent and purposes  hereof,  and the officers and directors of Mergerco
and Cano are fully authorized in the name of Mergerco, Cano or otherwise to take
any and all such action.

         8.     CONDITIONS TO OBLIGATIONS TO MERGERCO AND NOXSO.  The obligation
of Mergerco and Noxso to consummate the Merger is subject to satisfaction of the
following conditions prior to the Effective Time:

                (a)    That  Noxso, the  sole shareholder of  Mergerco, shall by
written  consent in accordance  with Virginia and Delaware law, duly approve the
Merger.

                (b)    That  Cano  shall have  performed  and  complied  in  all
material  respects with the  provisions  and  conditions of this Agreement to be
performed and complied with, and that the representations and warranties made by
Cano in this Agreement are true and correct in all material respects,  both when
made and as of the Effective Time subject to Cano making such  modifications  to
the  Cano  Disclosure  Schedule  as may  be  necessary  provided  that  no  such
modification shall constitute an Cano Material Adverse Effect.

                (c)    That  this  Agreement and  the transactions  contemplated
hereby  shall  have  been  approved  by  appropriate  corporate  action of Cano,
including by required  consent  and/or vote of the Cano  shareholders,  and that
corporate  votes  and/or  resolutions  to  that  effect  in form  and  substance
reasonably  satisfactory  to Mergerco  and its counsel  have been  delivered  to
Mergerco.

                (d)    That shares  of Noxso Common Stock have been purchased by
Noxso for $275,000 in the  aggregate  and the  Purchase  Notes are paid by Noxso
with net proceeds from the Private Placement.

                (e)    That  net proceeds  of $40,000 from the Private Placement
have been used together with the $35,000 Loan to pay all outstanding Liabilities
of Noxso,  so that at the  Effective  Time  neither  Noxso nor  Mergerco has any
outstanding Liabilities.

                (f)    That  Noxso shall  have sold at least $1,000,000 of gross
proceeds of shares of Noxso Common Stock in the Private Placement.

                (g)    That  Noxso shall have filed a statement pursuant to Rule
14f-1 under the Securities  Exchange Act of 1934 at least ten (10) days prior to
the Effective Date.

                (h)   That Robert Long shall have obtained an irrevocable option
to buy the Noxso Merger  Shares to be received by the Cano  shareholders  in the
Merger  for an  aggregate  purchase  price of  $175,000.  Such  option  shall be
exercisable only in the event that Noxso's consolidated balance sheet for either
(i) the quarter ending June 30, 2003, or (ii) at any date prior to June 30, 2003
(regardless of whether Noxso's consolidated balance sheet reflects after any


                                      -21-

<PAGE>

such date total  consolidated  assets of less than  $5,000,000) does not reflect
total consolidated assets of at least $5,000,000.

                (i)    That all of the Cano shareholders shall have acknowledged
that the Noxso Merger Shares are restricted  securities under the Securities Act
and  represent  that such Cano  shareholder  (i) is  acquiring  the Noxso Merger
Shares for his own account without a view to distribution  within the meaning of
the Securities Act; (ii) has received from Noxso its filings with the Commission
and all other  information  that he has  deemed  necessary  to make an  informed
investment  decision  with respect to an  investment in Noxso in general and the
Noxso  Merger  Shares  in  particular;  (iii)  is  financially  able to bear the
economic  risks of an  investment  in  Noxso;  and (iv) has such  knowledge  and
experience  in  financial  and  business  matters in general and with respect to
investments  of a nature similar to the Noxso Merger Shares so as to be capable,
by reason of such knowledge and  experience,  of evaluating the merits and risks
of, and making an informed  business decision with regard to, the acquisition of
the Noxso Merger Shares. Such acknowledgment  shall also indicate that each Cano
shareholder  understands and agrees that the  certificates  evidencing the Noxso
Merger  Shares shall bear the usual  restrictive  legend  pertaining to Rule 144
under  the  Securities  Act  and  that  the  Noxso  Merger  Shares  will  not be
transferable  except  under  an  effective   registration  statement  under  the
Securities Act or in accordance  with  available  exemptions  from  registration
under the Securities Act.

                (j)    Compliance with the provisions of this SECTION 8 shall be
evidenced by the certificate of the President and Secretary of Cano.

         9.     CONDITIONS TO OBLIGATIONS OF  CANO.  The  obligations of Cano to
consummate the Merger are subject to  satisfaction  of the following  conditions
prior to the Effective Time:

                (a)    That  the shareholders  of Cano, in accordance with Texas
law, shall have approved the Merger.

                (b)    That none of the shareholders of Cano shall have asserted
dissenter's rights.

                (c)    That  the Boards of  Directors and  Officers of Noxso and
Mergerco shall have resigned and are replaced by those designated by Cano.

                (d)   That no material transactions shall have been entered into
by Mergerco or Noxso other than  transactions in the ordinary course of business
since  December 31, 2001,  except for those  transactions  contemplated  by this
Agreement.

                (e)   That no material adverse change shall have occurred in the
financial condition of either Mergerco or Noxso since December 31, 2001.

                (f)    That  Mergerco and  Noxso shall  each have  performed and
complied in all material  respects with the  provisions  and  conditions of this
Agreement to be performed  and complied  with and that the  representations  and
warranties  made by  Mergerco  and  Noxso  herein  are true and  correct  in all
material respects, both when made and as of the Effective Time.


                                      -22-

<PAGE>

                (g)    That  Noxso shall have complied fully with the applicable
securities  or  "blue  sky"  laws of any  state or  other  governmental  body in
connection with the Merger.

                (h)    That  Noxso and  Mergerco shall  provide to Cano executed
documentation from all persons owed funds by Noxso, which documentation shall be
in form and  substance  satisfactory  to Cano's  counsel,  that evidence that no
Liabilities exist.

                (i)    That Cano  shall have received an opinion from counsel to
Mergerco and Noxso in substantially the form of EXHIBIT 9(H).

                (j)    That Cano shall have received a good standing certificate
and certified by-laws of Noxso and Mergerco as of the date of Closing.

                (k)    That  Cano shall  have received such other documents that
it reasonably has requested.

                (l)    Compliance with the provisions of this SECTION 9 shall be
evidenced by the  certificate  of the  President  and Secretary of Noxso and the
certificate  of the  President  and  Secretary  of Mergerco to be  delivered  at
Closing.

         10.    ABANDONMENT.  This Agreement and the Merger may be abandoned (a)
by Cano, on the one hand, or Noxso and  Mergerco,  on the other hand,  acting by
their respective Boards of Directors, in the event of the failure at the Closing
of any condition in favor of such party to which the  consummation of the Merger
is  subject,  or (b) by the mutual  consent of the  parties,  acting each by its
Board of  Directors,  at any time after such adoption by such  shareholders  and
prior to the Effective Time. In the event of abandonment of this Agreement,  the
same  shall  become  wholly  void and of no  effect  and  except as set forth in
SECTION  11(B)  hereof,  there  shall  be no  further  liability  or  obligation
hereunder  on the  part  of  any of the  parties,  their  respective  Boards  of
Directors or any other party to this Agreement.

         11.    CLOSING OR TERMINATION; EXPENSES.

                (a)    In the event the Closing of this Agreement shall not take
place by June 3, 2002,  then any party  shall have the right to  terminate  this
Agreement in which event no party shall have any further  right or obligation as
against any other, except as set forth in SECTION 11(B).

                (b)    In  the event the Merger fails to close on or before June
3, 2002 because of (i) the failure of Noxso and/or Mergerco to materially assist
Cano in the  preparation of the Memorandum and other steps necessary to complete
the Private Placement Memorandum;  (ii) the failure of any of the conditions set
forth in SECTION 9 of this Agreement,  other than those  conditions set forth in
SECTIONS 9(A) AND 9(B),  or (iii) any material  action taken and/or failed to be
taken  by  Noxso  and/or  Mergerco  to  assist  Cano in the  preparation  of the
documents  related  to and the  closing  of the  Merger  and  other  actions  as
described in this Merger Agreement,  then Noxso shall repay the $35,000 Loan and
shall be Noxso's  sole  liability  in  connection  with the  termination  and/or
abandonment of this  Agreement.  In the event that the Merger fails to close for
any other reasons,  neither Noxso, Cano nor Mergerco shall have any liability to
any other party.


                                      -23-

<PAGE>

                (c)    Each of the parties shall bear its respective expenses in
connection  with this  Agreement,  except that Cano  agrees to pay the  expenses
related to the Private  Placement,  which  shall  include  legal and  accounting
expenses and filing fees to be paid to comply with applicable  state  securities
laws.

         12.    DELIVERY  OF  CORPORATE  PROCEEDINGS OF  NOXSO.  At the Closing,
Noxso shall deliver to Cano's  counsel the originals or certified  copies of all
of the corporate proceedings of Noxso, duly certified by its Secretary, relating
to this Agreement.

         13.    DELIVERY OF CORPORATE  PROCEEDINGS OF MERGERCO.  At the Closing,
Mergerco  shall deliver to Cano's  counsel the originals of all of the corporate
proceedings  of  Mergerco,  duly  certified by its  Secretary,  relating to this
Agreement.

         14.    LIMITATION OF LIABILITY. The representations and warranties made
by any party to this  Agreement are intended to be relied upon only by the other
parties to this  Agreement,  and by no other person.  Nothing  contained in this
Agreement  shall  be  deemed  to  confer  upon  any  person  not a party to this
Agreement any third party  beneficiary  rights or any other rights of any nature
whatsoever, and only to the extent expressly referred to herein.

         15.    FURTHER  INSTRUMENTS AND ACTIONS.  Each party shall deliver such
further instruments and take such further action as may be reasonably  requested
by any other in order to carry out the intents and purposes of this Agreement.

         16.    GOVERNING LAW. This Agreement shall be governed by and construed
in accordance  with the internal laws of the State of New York without regard to
the conflicts of laws principles thereof.  The parties hereto hereby irrevocably
agree that any suit or proceeding arising directly and/or indirectly pursuant to
or under this  Agreement,  shall be brought  solely in a federal or state  court
located in the City, County and State of New York. By its execution hereof,  the
parties hereby covenant and irrevocably  submit to the IN PERSONAM  jurisdiction
of the federal  and state  courts  located in the City,  County and State of New
York and agree  that any  process in any such  action may be served  upon any of
them  personally,  or by certified  mail or  registered  mail upon them or their
agent,  return  receipt  requested,  with the same full  force and  effect as if
personally served upon them in New York City. The parties hereto waive any claim
that  any such  jurisdiction  is not a  convenient  forum  for any such  suit or
proceeding  and any defense or lack of IN  PERSONAM  jurisdiction  with  respect
thereto.  In the event of any such action or  proceeding,  the party  prevailing
therein  shall be  entitled  to  payment  from the  other  party  hereto  of its
reasonable counsel fees and disbursements in an amount judicially determined.

         17.    RULES OF CONSTRUCTION.  The parties  hereto agree that they have
been  represented  by  counsel  during the  negotiation  and  execution  of this
Agreement and, therefore, waive the application of any law, regulation,  holding
or rules of  construction  providing  that  ambiguities in an agreement or other
documents  will be  construed  against  the party  drafting  such  agreement  or
document.

         18.    ASSIGNMENT.  No party may assign either this Agreement or any of
its rights,  interests,  or  obligations  hereunder  without  the prior  written
approval of the other parties. Subject to the preceding sentence, this Agreement
shall be binding upon and shall inure to the benefit of


                                      -24-

<PAGE>

the parties hereto and their respective  successors and permitted  assigns.  Any
purported assignment in violation of this SECTION 18 shall be void.

         19.     NOTICES.    All    notices,   requests,  consents,   and  other
communications  under this Agreement  shall be in writing and shall be delivered
by hand, sent via overnight courier, sent by facsimile, or mailed by first class
mail, certified or registered mail, return receipt requested, postage prepaid.

         If to Cano:

                  Cano Energy Corporation
                  309 West Seventh Street (Suite 1600)
                  Fort Worth, Texas 76102
                  Attention: Mr. Terry Dorris
                  Telephone: (817) 698-0760
                  Facsimile: (817) 698-1761
                  e-mail: TD@CANOENERGY.COM

         With a copy to:

                  Gusrae, Kaplan & Bruno, PLLC
                  120 Wall Street
                  New York, New York 10005
                  Attention: Lawrence G. Nusbaum, Esq.
                  Telephone: (212) 269-1400
                  Facsimile: (212) 809-5449
                  e-mail: LNUSBAUM@GKBLAW. COM

         If to Noxso and Mergerco:

                  Noxso Corporation
                  19 Maple Lane
                  Rhinebeck, New York 12572
                  Attention: Mr. Robert M. Long, President
                  Telephone: (845) 266-4858
                  Facsimile: (845) 266-5268
                  e-mail: LONGVIEW1@MINDSPRING.COM

         With a copy to:

                  Dill Dill Carr Stonbraker & Hutchings, P.C.
                  455 Sherman Street, Suite 300
                  Denver, Colorado 80203
                  Attention: Fay M. Matsukage, Esq.
                  Telephone: (303) 777-3737
                  Facsimile: (303) 777-3823
                  e-mail: FMM@DILLANDDILL.COM



                                      -25-

<PAGE>

or to such other  person or entity or at such other  address as any party  shall
designate by notice to the other in accordance with this SECTION 19.

         20.    NOTICES.  Notices  provided in  accordance with SECTION 19 shall
be deemed delivered (i) upon personal delivery with signature required, (ii) one
Business Day after they have been sent to the  recipient by reputable  overnight
courier   service   (charges   prepaid  and  signature   required)   (iii)  upon
confirmation,  answer back received,  of successful  transmission of a facsimile
message containing such notice if sent between 9:00 a. m. and 5:00 p. m. , local
time of the  recipient,  on any Business Day, and as of 9:00 a. m. local time of
the  recipient on the next Business Day if sent at any other time, or (iv) three
(3) Business Days after deposit in the mail.  The term "BUSINESS DAY" as used in
this SECTION 20 shall mean any day other than Saturday, Sunday or a day on which
banking  institutions are not required to be open in New York, New York.  Copies
of any notices  hereunder may be sent by e-mail,  but transmission by such means
alone shall not constitute delivery of notice under SECTION 19.

         21.    BINDING   AGREEMENT.   This  Agreement  represents  the   entire
agreement among the parties hereto with respect to the matters  described herein
and is binding  upon and shall inure to the  benefit of the  parties  hereto and
their legal  representatives,  successors and permitted assigns.  This Agreement
may not be assigned and, except as stated herein,  may not be altered or amended
except in writing executed by the party to be charged.

         22.    COUNTERPARTS.  This  Agreement  may be executed in counterparts,
all of which, when taken together, shall constitute the entire Agreement.

         23.    SEVERABILITY.   The  provisions  of  this  Agreement  shall   be
severable,  so  that  the  unenforceability,  validity  or  legality  of any one
provision  shall not affect the  enforceability,  validity  or  legality  of the
remaining provisions hereof.

         24.    NO SHOP.  From the date hereof through and including the closing
of the Merger, no party to this Agreement (nor their respective agents or any of
this respective  affiliates) shall directly and/or indirectly (i) enter into any
agreement or negotiations (whether oral, in writing or otherwise) with any party
(whether an affiliate or otherwise)  for the direct and/or  indirect  purpose of
effectuating an  acquisition,  merger,  joint venture,  capital raise or similar
transaction  with any third party,  or (ii) take any action to or would have the
effect  of  negatively   impacting  the  parties  ability  of  effectuating  the
transaction  contemplated  by this Agreement,  except for those  contemplated in
this  Agreement  and Cano  negotiating  such other  actions  to acquire  assets,
entities and related items in the oil and gas business.

         25.    REGISTRATION STATEMENT FILING. Within ninety (90) days following
the closing of the Merger,  Noxso shall file a registration  statement under the
Securities  Act, as amended,  to register all Noxso  Merger  Common  Stock,  the
equity  securities  sold in the Private  Placement and the  1,135,000  shares of
Noxso's Common Stock outstanding immediately prior to the Merger. Noxso will use
its  reasonable  best  efforts  to  cause  such   registration   statement  (the
"REGISTRATION  STATEMENT")  to become  effective  within ninety (90) days of its
filing with the SEC. Robert Long, Robert Platek,  Robert Salluzzo,  Spencer Levy
and certain other persons owning in the aggregate

                                      -26-


<PAGE>

760,000 shares of Noxso Common Stock  (assuming the purchase by Noxso of 275,000
shares of Noxso Common Stock pursuant to the Purchase  Notes),  shall agree with
Noxso in  writing  for a period  commencing  on the date of this  Agreement  and
terminating one (1) year from the date of Closing not to sell any of their Noxso
Common Stock except that such persons may sell  immediately  after the effective
date of the Registration  Statement (i) twenty (20%) percent of their respective
Noxso  Common  Stock and (ii) such  number of  additional  shares of their Noxso
Common  Stock as shall  equal not more than (a) ten (10%)  percent of the weekly
trading  volume of the Noxso  Common Stock for the week prior to the week of any
proposed sale (the "PRIOR WEEKLY VOLUME"),  if in such prior week 25,000 or less
shares of Noxso Common Stock are traded,  (b) fifteen (15%) percent of the Prior
Weekly  Volume if in such prior week 50,000 or less shares of Noxso Common Stock
are traded,  and (c) twenty (20%)  percent of the Prior Weekly Volume if in such
prior week 100,000 or less and/or more shares are traded.

         26.    COMMISSION  REPORTING.   With  a view  to making  available  the
benefits of certain rules and  regulations  of the  Commission  which may at any
time permit the sale of Noxso Common Stock to the public  without  registration,
from and after the Closing,  the new management of Noxso will use its reasonable
best efforts:

                (a)    Make and keep public information available as those terms
are understood and defined in Rule 144 under the Securities Act, at all times;

                (b)    File with  the Commission  in a timely manner all reports
and other documents required of Noxso under the Securities Exchange Act of 1934;
and (c) Continue a listing with a recognized  securities  manual for a period of
at least three (3) years after the Closing.

         27.    NO PUBLIC DISCLOSURE.  No party to this Agreement shall, without
each of the other parties'  express written  consent,  make any  announcement or
otherwise disclose any information regarding the Merger other than (i) a Current
Report  on Form  8-K to be  filed  in  connection  with  the  execution  of this
Agreement,  or (ii) as  otherwise  required  or deemed  advisable  in  counsel's
opinion to ensure compliance with Noxso's public disclosure  requirements  under
the Federal Securities laws.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





                                      -27-
<PAGE>


         IN  WITNESS  WHEREOF, the parties  hereto have made  and executed  this
Agreement as of the day and year first above written.

                                 CANO ENERGY CORPORATION


                                 By:  /s/ Terry Davis
                                    --------------------------------------------
                                        Name:  Terry Davis
                                        Title: Executive Vice President

                                 NOXSO CORPORATION


                                 By: /s/ Robert M. Long
                                    -------------------------------------------
                                        Name:   Robert M. Long
                                        Title:  President


                                 NOXSO ACQUISITION CORP.


                                 By: /s/ Robert M. Long
                                    ------------------------------------------
                                        Name:   Robert M. Long
                                        Title:  President

F:\WP\cano\TD3568.DOC


<PAGE>


                                    SCHEDULES



1.       SCHEDULE 2(A)       Name / Amount of Persons Owning Cano Common Stock

2.       SCHEDULE 4(A)       Name / Amount of Persons Owning Noxso Common Stock

3.       SCHEDULE 4(H)       List of Noxso Liabilities




<PAGE>



                                  SCHEDULE 2(A)




      NAME OF CANO SHAREHOLDERS                       AMOUNT OF SHARES OWNED





<PAGE>



                                  SCHEDULE 4(H)



      NAME OF NOXSO SHAREHOLDERS                      AMOUNT OF SHARES OWNED





<PAGE>



                          SCHEDULE OF NOXSO LIABILITIES




NAME OF CREDITOR/
SERVICE PROVIDER, ETC.        DOLLAR AMOUNT OWED          NATURE OF OBLIGATION
---------------------         ------------------          --------------------





<PAGE>



                                  EXHIBIT 9(H)

                         OPINION OF NOXSO LEGAL COUNSEL





<PAGE>

                     AMENDMENT NO. 1 TO MERGER AGREEMENT AND
                             PLAN OF REORGANIZATION


         AMENDMENT  NO. 1 TO MERGER AGREEMENT AND PLAN OF REORGANIZATION made as
of  the  2nd day  of May, 2002,  by and  among  Cano Energy Corporation, a Texas
corporation ("CANO"), Noxso Corporation, a Virginia  corporation  ("Noxso"), and
Noxso Acquisition Corp., a Delaware corporation ("MERGERCO").

         WHEREAS, Cano,  Noxso, and Mergerco entered into a Merger Agreement and
Plan of Reorganization dated as of April 24, 2002 (the "MERGER AGREEMENT"); and

         WHEREAS,  the  parties wish  to amend  certain provisions of the Merger
Agreement;

         NOW, THEREFORE, in consideration of the premises, the parties hereto do
mutually agree as follows:

         1.     CLOSING  OR  TERMINATION.  The  June 3, 2002 date  contained  in
SECTIONS 11(A)  AND  11(B) of  the Merger Agreement is hereby changed to July 3,
2002.

         2.     EXPENSES.  SECTION 11(C)  of  the  Merger  Agreement  is  hereby
amended to state as follows:

                     (c)   Each of  the parties  shall bear its  respective
         expenses  in  connection  with this  Agreement,  except  that Cano
         agrees to pay the expenses  related to (i) the Private  Placement,
         which shall include legal and accounting  expenses and filing fees
         to be paid to comply with applicable  state  securities  laws, and
         (ii) the  preparation  and filing of Noxso's annual report on Form
         10-KSB  for the fiscal  year ended  March 31,  2002,  which  shall
         include legal and accounting  expenses.  Noxso shall permit Cano's
         counsel,  to the greatest extent possible,  to, on behalf of Cano,
         prepare and file the document.

         IN  WITNESS  WHEREOF,  the parties  hereto have  made and executed this
Amendment as of the day and year first above written.

CANO ENERGY CORPORATION                      NOXSO CORPORATION


By:  /s/  Terry Davis                        By: /s/ Robert M. Long
   ----------------------------------           --------------------------------
     Name:   Terry Davis                          Robert M. Long, President
     Title:  Executive Vice President

NOXSO ACQUISITION CORP.

By:  /s/ Robert M. Long
   --------------------------------------------------
     Robert M. Long, President



F:\WP\cano\TD3595.DOC


<PAGE>

                     AMENDMENT NO. 2 TO MERGER AGREEMENT AND
                             PLAN OF REORGANIZATION


         AMENDMENT NO. 2 TO MERGER AGREEMENT AND PLAN OF REORGANIZATION made  as
of the 30th day of  June, 2002, by  and among  Cano Energy Corporation,  a Texas
corporation  ("CANO"), Noxso Corporation, a  Virginia corporation ("NOXSO"), and
Noxso Acquisition Corp., a Delaware corporation ("MERGERCO").

         WHEREAS, Cano, Noxso, and  Mergerco entered into a Merger Agreement and
Plan of Reorganization dated as of April 24, 2002 as  amended by Amendment No. 1
to the  Merger Agreement dated  as  of  May 2, 2002  (collectively  the  "MERGER
AGREEMENT"); and

         WHEREAS,  the  Merger  Agreement  provides  that  the  closing  of  the
transactions contemplated therein must occur by July 3, 2002 or the  parties may
terminate the Merger Agreement; and

         WHEREAS,  the parties have agreed that in consideration for Cano paying
$6,000 to Noxso  (the "LEGAL EXPENSES PAYMENT") representing  certain legal fees
incurred by Noxso in connection with the transactions contemplated by the Merger
Agreement and related  matters,  the Merger  Agreement shall  be extended for an
additional thirty-one (31) days to August 3, 2002; and

          NOW, THEREFORE,  in consideration  of the premises, the parties hereto
do mutually agree as follows:

         1.     CLOSING OR TERMINATION.  In consideration of the payment by Cano
to Noxso of the Legal Expenses  Payment, the July 3, 2002  Termination  Date set
forth in SECTIONS 11(A) AND 11(B) of the Merger Agreement,  is hereby changed to
August 3, 2002.

         2.     MERGER  AGREEMENT  REMAINS IN EFFECT.  Except as amended by this
Amendment  No. 2, the Merger  Agreement remains in full force and effect without
any other amendments and/or changes.

         IN  WITNESS  WHEREOF, the  parties  hereto have  made and executed this
Amendment as of the day and year first above written.

CANO ENERGY CORPORATION                   NOXSO CORPORATION

By:                                       By:  /S/ ROBERT M. LONG
   ------------------------------            -----------------------------------
     Name:                                     Robert M. Long, President
     Title:

NOXSO ACQUISITION CORP.

By: /S/ ROBERT M. LONG
   ------------------------------
     Robert M. Long, President


F:\WP\cano\TF3234.DOC