EXHIBIT 10.1


    EXHIBIT
      10.1

     

    AGREEMENT
      AND PLAN OF MERGER

     

    OF

     

    COMMERCE
      DEVELOPMENT CORPORATION, LTD. 

     

    a
      Maryland corporation

     

    AND

     

    COMMERCE
      DEVELOPMENT CORPORATION, LTD.

     

    a
      Delaware corporation

     

    


     

    THIS
      AGREEMENT AND PLAN OF MERGER (this “Agreement”)
      is
      dated as of April 7, 2006, by and between Commerce Development Corporation,
      Ltd., a Maryland corporation (“CDPC
      Maryland”),
      and
      Commerce Development Corporation, Ltd., a Delaware corporation (“CDPC
      Delaware”),
      a
      wholly-owned subsidiary of CDPC Maryland. CDPC Delaware and CDPC Maryland are
      sometimes referred to herein as the “Constituent
      Corporations.”
      

     

    RECITALS

     

    A. CDPC
      Maryland is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Maryland and has an authorized capital of
      300,000,000 shares, consisting of 300,000,000 shares of common stock with no
      par
      value per share (“Maryland
      Common Stock”).
      As of
      March 21, 2006, a total of 98,285,596 shares of Maryland Common Stock were
      issued and outstanding, and there were no outstanding options or warrants for
      the purchase of Maryland Common Stock.

     

    B. It
      is
      contemplated that CDPC Maryland will conduct a reverse stock split in which
      each
      two thousand one hundred eighty four (2,184) shares shall be converted into
      one
      (1) share of Maryland Common Stock, subject to stockholder approval at a special
      meeting of the stockholders of CDPC Maryland, to be held April 7, 2006.


     

    C.
       CDPC
      Delaware is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware and the total number of shares of
      capital stock which CDPC Delaware has the authority to issue is fifty million
      (50,000,000) shares of common stock, $0.001 par value per share (“Delaware
      Common Stock”),
      and
      five million (5,000,000) shares of preferred stock, $0.001 par value
      (“Delaware
      Preferred Stock”).
      As of
      April 7, 2006, one hundred (100) shares of Delaware Common Stock and no shares
      of Delaware Preferred Stock, were issued and outstanding. Upon the Effective
      Date of the Merger, as hereinafter defined, each of said 100 currently
      outstanding shares of Delaware Common Stock shall be canceled and returned
      to
      the status of authorized but unissued shares. 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    D. The
      Board
      of Directors of CDPC Maryland has determined that, for the purpose of
      effectuating the reincorporation of CDPC Maryland in the State of Delaware,
      it
      is advisable and in the best interests of CDPC Maryland that CDPC Maryland
      merge
      with and into CDPC Delaware upon the terms and conditions herein provided.
      

     

    E. The
      respective Boards of Directors of CDPC Delaware and CDPC Maryland have approved
      this Agreement, and the Boards of Directors of CDPC Delaware and CDPC Maryland
      have directed that this Agreement be submitted for approval by written consent
      of their respective stockholders and that it be executed by the undersigned
      officer. 

     

    NOW,
      THEREFORE, in consideration of the mutual agreements and covenants set forth
      herein, CDPC Delaware and CDPC Maryland hereby agree, subject to the terms
      and
      conditions hereinafter set forth, as follows:

     

    
      	1.	
              EFFECTUATION
                OF MERGER

            


    

     

    1.1 
Merger.
      In
      accordance with the provisions of this Agreement, the Delaware General
      Corporation Law and the Corporations and Association Article of the Annotated
      Code of Maryland, CDPC Maryland shall be merged with and into CDPC Delaware
      (the
“Merger”),
      and
      the separate existence of CDPC Maryland shall cease. CDPC Delaware shall be,
      and
      is herein sometimes referred to as, the “Surviving
      Corporation”
and
      the
      name of the Surviving Corporation shall be “Commerce Development Corporation,
      Ltd.”

     

    1.2     
      Filing
      and Other Requirements for Effectiveness.
      The
      Merger shall become effective when the following actions shall have been
      completed:

     

    (a) This
      Agreement and the Merger shall have been adopted and approved by the
      stockholders of each Constituent Corporation in accordance with the requirements
      of the Delaware General Corporation Law and the Corporations and Association
      Article of the Annotated Code of Maryland;

     

    (b) All
      of
      the conditions precedent to the consummation of the Merger specified in this
      Agreement shall have been satisfied or duly waived by the party entitled to
      satisfaction thereof;

     

    (c) An
      executed Certificate of Merger and other filings required by state law shall
      have been filed with the Secretary of State of the State of Delaware
      (“Certificate
      of Merger”);
      and


     

    (d) Executed
      Articles of Merger meeting the requirements of the Corporations and Association
      Article of the Annotated Code of Maryland, and other filings required by state
      law shall have been filed with the Secretary of State of the State of Maryland
      (“Articles
      of Merger”).
      

    
      
        
        

      

      
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    Provided
      that the actions set forth in subsections (a) and (b) shall have been fulfilled,
      the effective time and date of the Merger (“Effective
      Date”)
      shall
      be at 5 p.m.
      EST
      on the later of (i) the date of acceptance for filing by the Delaware Secretary
      of State of the Certificate of Merger, and (ii) the date of acceptance for
      filing by the Maryland Department of Assessments and Taxation of the Articles
      of
      Merger. 

     

    1.3    
      Succession.
      Upon
      the Effective Date of Merger, the separate existence of CDPC Maryland shall
      cease and CDPC Delaware, as the Surviving Corporation, (i) shall continue
      to possess all of its assets, rights, privileges, franchises, powers and
      property as constituted immediately prior to the Effective Date of Merger,
      shall
      be subject to all actions previously taken by CDPC Maryland’s Board of Directors
      and shall succeed, without other transfer, to all of the assets, rights,
      privileges, franchises, powers and property of CDPC Maryland in the manner
      of
      and as more fully set forth in Section 259 of the Delaware General
      Corporation Law, and (ii) shall continue to be subject to all of its debts,
      liabilities and obligations as constituted immediately prior to the Effective
      Date of Merger and shall succeed, without other transfer, to all of the debts,
      liabilities and obligations of CDPC Maryland in the same manner as if CDPC
      Delaware had itself incurred them, all as more fully provided under the
      applicable provisions of the Delaware General Corporation Law and the
      Corporations and Association Article of the Annotated Code of Maryland.


     

    
      	2.	
              MANNER
                OF CONVERSION OF STOCK

            


    

     

    2.1    
      CDPC
      Maryland Common Stock.
      Upon
      the Effective Date of Merger, each share of Maryland Common Stock, issued and
      outstanding immediately prior thereto shall, by virtue of the Merger and without
      any further action by the Constituent Corporations, their stockholders, or
      any
      other person, be converted into and exchanged for one fully paid and
      nonassessable share of Delaware Common Stock. No fractional share shall be
      issued upon the exchange of any share or shares of Maryland Common Stock for
      Delaware Common Stock. 

     

    2.2    
      CDPC
      Delaware Capital Stock.
      Upon
      the Effective Date of Merger, each share of Delaware Common Stock issued and
      outstanding immediately prior thereto shall, by virtue of the Merger and without
      any action by the holder of such shares or any other person, be canceled and
      returned to the status of authorized but unissued shares.

     

    2.3    
      Exchange
      of Certificates.
      After
      the Effective Date of Merger, each holder of an outstanding certificate
      representing capital stock of CDPC Maryland may, at such shareholder’s option,
      surrender the same for cancellation to the Secretary of CDPC Delaware, or duly
      authorized transfer agent, as exchange agent (the “Exchange
      Agent”),
      and
      each such holder shall be entitled to receive in exchange therefor a certificate
      or certificates representing the same number of shares of the Surviving
      Corporation’s capital stock into which the surrendered shares were converted as
      herein provided. Until so surrendered, each outstanding certificate theretofore
      representing shares of CDPC Maryland capital stock shall be deemed for all
      purposes to evidence ownership of and to represent the number of shares of
      the
      Surviving Corporation’s capital stock into which such shares of CDPC Maryland
      capital stock were converted in the Merger, after giving effect
      to
      any reverse stock split, stock split, or similar transaction occurring after
      the
      date of issuance of such certificate and prior to the Effective Date.


    
      
        
        

      

      
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    The
      registered owner on the books and records of the Exchange Agent of any such
      outstanding certificate shall, until such certificate shall have been
      surrendered for transfer or conversion or otherwise accounted for to the
      Exchange Agent, have and be entitled to exercise any voting and other rights
      with respect to and to receive dividends and other distributions upon the shares
      of the Surviving Corporation represented by such outstanding certificate as
      provided above. 

     

    Each
      certificate representing capital stock of the Surviving Corporation so issued
      in
      the Merger shall bear the same legends, if any, with respect to the restrictions
      on transferability as the certificates of CDPC Maryland so converted and given
      in exchange therefor, unless otherwise determined by the Board of Directors
      of
      the Surviving Corporation in compliance with applicable laws, and any additional
      legends required by applicable Blue Sky laws. 

     

    If
      any
      certificate for shares of CDPC Delaware stock is to be issued in a name other
      than that in which the certificate surrendered in exchange therefor is
      registered, it shall be a condition of issuance thereof that the certificate
      so
      surrendered shall be properly endorsed and otherwise in proper form for
      transfer, that such transfer otherwise be proper and that the person requesting
      such transfer pay to the Exchange Agent any transfer or other taxes payable
      by
      reason of the issuance of such new certificate in a name other than that of
      the
      registered holder of the certificate surrendered or establish to the
      satisfaction of CDPC Delaware that such tax has been paid or is not payable.
      

     

    
      	3.	
              CHARTER
                DOCUMENTS, DIRECTORS AND
                OFFICERS

            


    

     

    3.1    
      Certificate
      of Incorporation.
      The
      Certificate of Incorporation of CDPC Delaware as in effect immediately prior
      to
      the Effective Date of Merger shall continue in full force and effect as the
      Certificate of Incorporation of the Surviving Corporation until duly amended
      in
      accordance with the provisions thereof and applicable law. 

     

    3.2    
      Bylaws.
      The
      Bylaws of PLCDPC
      Delaware as in effect immediately prior to the Effective Date of Merger shall
      continue in full force and effect as the Bylaws of the Surviving Corporation
      until duly amended in accordance with the provisions thereof and applicable
      law.


     

    3.3    
      Directors
      and Officers.
      The
      directors and officers of CDPC Maryland immediately prior to the Effective
      Date
      of Merger shall be the directors and officers of the Surviving Corporation
      until
      their successors shall have been duly elected and qualified or until otherwise
      as provided by law, the Certificate of Incorporation of the Surviving
      Corporation or its Bylaws. 

    
      
        
        

      

      
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      	4.	
              MISCELLANEOUS

            


    

     

    4.1     
      Covenants
      of CDPC Delaware.
      CDPC
      Delaware covenants and agrees that it will, on or before the Effective Date
      of
      Merger:


    (a) File
      any
      and all documents with the Maryland State Department of Assessments and Taxation
      necessary for the assumption by CDPC Delaware of all of the franchise tax
      liabilities of CDPC Maryland; and 

     

    (b) Take
      such
      other actions as may be required by the Corporations and Association Article
      of
      the Annotated Code of Maryland or the applicable state securities laws.


     

    4.2     
      Further
      Assurances.
      From
      time to time, as and when required by CDPC Delaware or by its successors or
      assigns, there shall be executed and delivered on behalf of CDPC Maryland such
      deeds and other instruments, and there shall be taken or caused to be taken
      by
      it such further and other action, as shall be appropriate or necessary in order
      to vest or perfect in or conform of record or otherwise by CDPC Delaware the
      title to and possession of all the property, interests, assets, rights,
      privileges, immunities, powers, franchises and authority of CDPC Maryland and
      otherwise to carry out the purposes of this Agreement, and the officers and
      directors of CDPC Delaware are fully authorized in the name and on behalf of
      CDPC Maryland or otherwise to take any and all such action and to execute and
      deliver any and all such deeds and other instruments. 

     

    4.3     
      Abandonment.
      At any
      time before the Effective Date of Merger, this Agreement may be terminated
      and
      the Merger may be abandoned for any reason whatsoever by the Board of Directors
      of either CDPC Maryland or CDPC Delaware, or both, notwithstanding the approval
      of this Agreement by the stockholders of CDPC Maryland. 

     

    4.4     
      Amendment.
      The
      Boards of Directors of the Constituent Corporations may amend this Agreement
      at
      any time prior to the filing of this Agreement (or articles of merger in lieu
      thereof) with the Secretary of State of the State of Delaware, provided that
      an
      amendment made subsequent to the adoption of the Agreement by the stockholders
      of either Constituent Corporation shall not (a) alter or change the amount
      or kind of shares, securities, cash, property and/or rights to be received
      in
      exchange for or on conversion of all or any of the shares of any class or series
      of such Constituent Corporation, (b) alter or change any term of the
      Certificate of Incorporation of the Surviving Corporation to be effected by
      the
      Merger, or (c) alter or change any of the terms and conditions of this
      Agreement, if such alteration or change would adversely affect the holders
      of
      any class or series thereof of such Constituent Corporation. 

     

    4.5     
      Registered
      Office.
      The
      registered office of the Surviving Corporation in the State of Delaware is
      located at 3500
      South Dupont Highway, in the City of Dover, County of Kent, Delaware
      19901;
      and
      Paracorp Incorporated is the registered agent of the Surviving Corporation
      at
      such address. 

     

    4.6     
      Agreement.
      Executed copies of this Agreement shall be on file at the principal place of
      business of the Surviving Corporation at 10900 Wilshire Boulevard, Suite 500,
      Los Angeles, California 90024, and copies thereof shall be furnished to any
      stockholder of either Constituent Corporation, upon request and without cost.
      

    
      
        
        

      

      
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    4.7 
        Governing
      Law.
      This
      Agreement shall in all respects be construed, interpreted and enforced in
      accordance with and governed by the laws of the State of Delaware. 

     

    4.8 
        Counterparts.
      In
      order to facilitate the filing and recording of this Agreement, the same may
      be
      executed in any number of counterparts, each of which shall be deemed to be
      an
      original and all of which together shall constitute one and the same instrument.
      

     

    4.9 
        Approval
      of CDPC Maryland as Sole Stockholder of CDPC Delaware.
      By its
      execution and delivery of this Agreement, CDPC Maryland, as sole shareholder
      of
      CDPC Delaware, consents to, approves and adopts this Agreement and the Plan
      of
      Merger, a copy of which is attached hereto as Exhibit A,
      and
      approves the Merger. CDPC Maryland agrees to execute such instruments as may
      be
      necessary or desirable to evidence its approval and adoption of this Agreement,
      the Plan of Merger and the Merger as the sole stockholder of CDPC Delaware.
      

     

    4.10 
       Expenses.
      The
      Surviving Corporation shall pay all expenses of carrying this Agreement into
      effect and accomplishing the merger. 

     

    


     

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    IN
      WITNESS WHEREOF, this Agreement, having first been approved by resolution of
      the
      Boards of Directors of CDPC Maryland and CDPC Delaware, is hereby executed
      as of
      the date and year first written above on behalf of each of such two corporations
      and attested by their respective officers thereunto duly authorized.


    
      
        
           

          
            
              	
                       

                    	
                      COMMERCE
                        DEVELOPMENT 

                      CORPORATION,
                        LTD.,

                      a
                        Maryland corporation

                    
	 	 	 
	
                      
                         

                      

                    	
                      
                        By:

                      

                    	
                      /s/
                        Silas Phillips

                    
	
                       

                    	
                       

                    	
                      Silas
                        Phillips

                      Chief
                        Executive Officer

                    
	 	 	 


            

          

        

      

       

    

    
      
         

        
          
            	
                     

                  	
                    COMMERCE
                      DEVELOPMENT

                    CORPORATION,
                      LTD.,

                    a
                      Delaware corporation

                  
	 	 	 
	
                    
                       

                    

                  	
                    
                      By:

                    

                  	
                    /s/
                      Silas Phillips

                  
	
                     

                  	
                     

                  	
                    Silas
                      Phillips

                    Chief
                      Executive Officer

                  
	 	 	 


          

        

      

    

    
 

    
      
        
        

      

      
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    EXHIBIT
      A

     

    PLAN
      OF MERGER

     

    The
      following corporations are parties to this Plan of Merger: (i) Commerce
      Development Corporation, Ltd., a Maryland corporation (“CDPC
      Maryland”)
      and
      (ii) Commerce
      Development Corporation, Ltd., a Delaware corporation (“CDPC
      Delaware”).
      

     

    1. CDPC
      Maryland owns all of the outstanding shares of CDPC Delaware.

     

    2. CDPC
      Maryland shall be merged with and into CDPC Delaware (the “Merger”).

     

    3. All
      of
      the shares of CDPC Delaware outstanding immediately prior to the Merger shall
      thereupon be canceled. 

     

    4. Upon
      the
      Merger, each one (1) outstanding share of common stock, no par value per share,
      of CDPC Maryland (“Maryland
      Common Stock”)
      shall
      be converted into one (1) share of common stock, par value of $.001 per share,
      of CDPC Delaware (“Delaware
      Common Stock”).
      

     

    5. Each
      holder of shares of CDPC Maryland may thereupon surrender the share certificate
      or certificates to the Secretary of CDPC Delaware and shall be entitled to
      receive in exchange therefor a certificate or certificates representing the
      number of shares into which the shares theretofore represented by a certificate
      or certificates so surrendered shall have been converted. 

     

    6. The
      officers and directors of CDPC Maryland immediately preceding the Merger shall
      be the officers and directors of CDPC Delaware immediately following the
      Merger.

     

    7. The
      Certificate of Incorporation of CDPC Delaware as in effect immediately preceding
      the Merger shall continue in full force and effect as the Certificate of
      Incorporation of the surviving corporation. 

     

    8.
       The
      Bylaws of CDPC Delaware as in effect immediately preceding the Merger shall
      continue in full force and effect as the Bylaws of the surviving
      corporation.

     

    9. The
      name
      of the surviving corporation shall be “Commerce Development Corporation, Ltd.”,
      a Delaware corporation.

     

    10. The
      effective time and date of the Merger shall be at 5 p.m. EST on the later of
      (i)
      the date of acceptance for filing by the Delaware Secretary of State of the
      Certificate of Merger, and (ii) the date of acceptance for filing by the
      Maryland Department of Assessments and Taxation of the Articles of Merger.