EX-2.1

                          AGREEMENT AND PLAN OF MERGER

     AGREEMENT  AND PLAN OF MERGER (the "PLAN OF  MERGER"),  (1) approved on May
31,  2006,  by Twin  Lakes  Delaware,  Inc.  (the  "SURVIVING  CORPORATION"),  a
corporation organized under the laws of the State of Delaware,  and by its Board
of Directors on said date and (2) approved on May 31, 2006, by Twin Lakes,  Inc.
(the  "NON-SURVIVOR"),  a corporation  organized  under the laws of the State of
Nevada,  and by its  Board of  Directors  and  shareholders  on said  date.  The
Surviving  Corporation and the Non-Survivor are collectively  referred to herein
as the "Corporations."

          WHEREAS, the Surviving Corporation is a corporation duly organized and
existing under the laws of the State of Delaware,  having been formed on June 1,
2006,  pursuant  to a  Certificate  of  Incorporation  filed  with the  State of
Delaware;

          WHEREAS, the Non-Survivor is a corporation duly organized and existing
under the laws of the State of Nevada,  having been formed on January 28,  2000,
pursuant to Articles of Incorporation filed with the State of Nevada; and

          WHEREAS,  the  Board  of  Directors  of each of the  Corporations  has
determined that it is in the best interests of the  Corporations to merge into a
single  corporation  (the  "Merger") and that the Surviving  Corporation  be the
surviving  corporation  to the  Merger  on the terms  and  conditions  set forth
herein.

          NOW, THEREFORE, in consideration of the mutual covenants,  agreements,
representations and warranties contained herein, it is agreed that:

1.   Upon the Effective Time of the Merger (as defined in Section 11 below), the
     Non-Survivor  shall,  pursuant to the  applicable  provisions of the Nevada
     Revised  Statutes  (the  "NRS"),  be  merged  with and  into the  Surviving
     Corporation,  which  shall  (a)  be  the  surviving  corporation  upon  the
     Effective  Time of the Merger and (b)  continue to exist as said  surviving
     corporation under the name Twin Lakes, Inc., its present name,  pursuant to
     the applicable  provisions of the General  Corporation  Law of the State of
     Delaware (the "DGCL").  The separate  existence of the  Non-Survivor  shall
     cease  upon  the  Effective  Time of the  Merger  in  accordance  with  the
     applicable provisions of the NRS.

2.   The  Certificate of  Incorporation  of the Surviving  Corporation  upon the
     Effective Time of the Merger shall be the Certificate of  Incorporation  of
     the Surviving  Corporation  following the Merger,  and said  Certificate of
     Incorporation  shall  continue in full force and effect  until  amended and
     changed in the manner prescribed by the provisions of the laws of the State
     of Delaware.

3.   The Bylaws of the  Surviving  Corporation  upon the  Effective  Time of the
     Merger  shall be the  Bylaws of the  Surviving  Corporation  following  the
     Merger,  and said  Bylaws  shall  continue  in full force and effect  until
     changed,  altered,  or  amended  as  therein  provided  and in  the  manner
     prescribed by the provisions of the laws of the State of Delaware.

<PAGE>

4.   The directors and officers of the Surviving  Corporation upon the Effective
     Time of the Merger shall be the  directors  and  officers of the  Surviving
     Corporation   following   the   Merger,   all  of  whom  shall  hold  their
     directorships  and offices  until the election and  qualification  of their
     respective  successors  or until their  tenure is otherwise  terminated  in
     accordance with the Bylaws of the Surviving Corporation.

5.   At the  Effective  Time  of  the  Merger,  the  separate  existence  of the
     Non-Survivor  shall cease, and the Surviving  Corporation shall continue in
     existence and,  without  transfer,  shall succeed to and possess all of the
     properties,   rights,   privileges,   immunities,   powers,   purposes  and
     franchises,  of a public and private nature, and shall be subject to all of
     the   obligations,   restrictions,   disabilities   and   duties,   of  the
     Non-Survivor,  all  without  further  act  or  deed,  as  provided  in  the
     applicable statutes of the State of Delaware.

6.   If at any time the Surviving  Corporation shall consider or be advised that
     any further assignments,  conveyances or assurances in law are necessary or
     desirable  to carry out the  provisions  hereof,  the proper  officers  and
     directors of the  Non-Survivor as of the Effective Time of the Merger shall
     execute and deliver any and all proper deeds, assignments and assurances in
     law,  and do all  things  necessary  or proper to carry out the  provisions
     hereof.

7.   One (1)  share of  common  stock of the  Surviving  Corporation  ("Survivor
     Shares") shall be issued in exchange for each five (5) shares of issued and
     outstanding common stock of the Non-Survivor  ("Non-Survivor  Shares") upon
     the Effective Time of the Merger (the "Exchange Ratio").  The issued shares
     of the Surviving Corporation,  if any, at the Effective Time of the Merger,
     shall not be  converted  or  exchanged  in any manner,  but each said share
     which  is  issued  as of the  Effective  Time  shall  be  canceled  without
     consideration.

8.   Immediately  following the Effective Time of the Merger, any and all issued
     and  outstanding  options,  warrants or other  rights to acquire any of the
     Non-Survivor  Shares  shall be converted  into an option,  warrant or other
     right,  as the case may be, to purchase  Survivor Shares on the same terms,
     at the  Exchange  Ratio and at a price  equal to five (5) times the current
     exercise price. (i.e., a Class A Warrant of the Non-Survivor exercisable at
     $1.00  per  share,  to  purchase  1,000,000  Non-Survivor  shares,  will be
     converted into a Class A Warrant of the Surviving Corporation,  exercisable
     at $5.00 per share,  to purchase  200,000  Survivor  Shares  following  the
     Effective Time of the Merger.)

9.   This Plan of Merger, as approved by the Corporations, shall be submitted to
     the shareholders of the Non-Survivor for their approval or rejection in the
     manner prescribed by the provisions of the NRS.

                                        2
<PAGE>

10.  In the event that the Plan of Merger  shall have been (x)  approved  by the
     shareholders of the  Non-Survivor  and (y) otherwise duly authorized in the
     manner  prescribed  by the  applicable  provisions of the DGCL and the NRS,
     each  of the  Corporations  hereby  stipulates  that it  will  cause  to be
     executed and filed and/or recorded any document or documents  prescribed by
     the  laws of the  State  of  Delaware  and  Nevada,  and  that  each of the
     Corporations  will cause to be  performed  all  necessary  acts therein and
     elsewhere to effectuate the Merger.

11.  The Board of Directors and the proper officers of each of the Corporations,
     are hereby  authorized,  empowered  and directed to do any and all acts and
     things,  and to make,  execute,  deliver,  file  and/or  record any and all
     instruments,  papers  and  documents  which  shall be or become  necessary,
     proper or convenient to carry out or put into effect any of the  provisions
     of this Plan of Merger or of the Merger herein provided for.

12.  The  effective  date of the Merger  shall (i) in the State of Nevada be the
     date the Articles of Merger are filed with the Secretary of State of Nevada
     and (ii) in the State of Delaware be the date the  Certificate of Merger is
     filed by the  Secretary of State of Delaware  (the  "EFFECTIVE  TIME OF THE
     MERGER");

13.  Notwithstanding  the approval of the Plan of Merger by the  shareholders of
     the  Non-Survivor,  the Merger herein  provided for may be abandoned at any
     time prior to the Effective Time of the Merger,  notwithstanding  favorable
     action  on  the  Merger  by  the   shareholders  of  one  or  both  of  the
     Corporations,  but not later than the Effective Time of the Merger,  by the
     mutual consent of the Board of Directors of the Corporations.

14.  The Corporations, by mutual consent of their respective Board of Directors,
     may  amend or modify  this  Plan of Merger in such  manner as may be agreed
     upon by them in writing at any time  before or after  approval  or adoption
     thereof by the shareholders of the Non-Survivor. Either of the Corporations
     may,  pursuant  to action  by its  Board  Directors,  by an  instrument  in
     writing,  extend the time for or waive  compliance by the other with any of
     the covenants or conditions contained herein;  provided,  however,  that no
     such waiver or  extension  shall affect the rights of the  shareholders  of
     either of the Corporations in a manner which is materially  adverse to such
     shareholders  in the  judgment  of its  respective  Board of  Directors  so
     acting.

15.  This Plan of Merger may be executed in counterparts,  each of which when so
     executed  shall be deemed to be an original,  and such  counterparts  shall
     together constitute but one and the same instrument.

                                        3
<PAGE>

          IN WITNESS  WHEREOF,  pursuant to the general  approval and  authority
duly given by resolutions adopted by their respective Boards of Directors,  each
of the  Corporations  has caused  this Plan of Merger to be  executed  by a duly
authorized officer.

                                     TWIN LAKES, INC., A NEVADA CORPORATION

                                     By: /s/ Arnold Kling

                                         ---------------------------------------
                                         Name: Arnold Kling
                                         Title:   President

                                     TWIN LAKES DELAWARE, INC., A DELAWARE
                                     CORPORATION

                                     By: /s/ Arnold Kling

                                         ---------------------------------------
                                         Name: Arnold Kling
                                         Title:   President

                                        4
<PAGE>

              CERTIFICATE OF SECRETARY OF TWIN LAKES DELAWARE, INC.

     The  undersigned,  being the  Secretary  of Twin Lakes  Delaware,  Inc.,  a
Delaware corporation,  does hereby certify that the foregoing Agreement and Plan
of Merger has been  adopted  upon  behalf of said  corporation  pursuant  to the
provisions of Subsection (f) of Section 251 of the Delaware General  Corporation
Law, and that, as of the date of this  Certificate,  the  outstanding  shares of
said  corporation  were such as to render the provisions of said  Subsection (f)
applicable.

Executed on this 2nd day of June, 2006.

                                      _______/s/ Kirk Warshaw_______________
                                             Secretary

                                        5