EXHIBIT 10.7

                                MERGER AGREEMENT


     THIS MERGER AGREEMENT is made and entered into as of the 30th day of
November, 1999, by and between SCIENTIFIC NRG, INCORPORATED, a Minnesota
corporation (the "Scientific"), and NEWBRIDGE CAPITAL, INC., a Nevada
Corporation (the "Surviving Corporation"). Scientific and the Surviving
Corporation are hereinafter sometimes referred to collectively as the
"Constituent Corporations."

                                    RECITALS

A.   Scientific is a publicly held company engaged in the business of seeking
     business opportunities and acquisitions. Scientific's principal executive
     offices are located at 4695 MacArthur Ct., Ste. 530, Newport Beach, CA
     92660.

B.   The Surviving Corporation is a recently formed Nevada corporation. The
     Surviving Corporation's principal executive offices are located at 4695
     MacArthur Ct., Ste. 530, Newport Beach, CA 92660.

C.   The Boards of Directors of Scientific and the Surviving Corporation have
     determined that it is advisable that Scientific merge with and into the
     Surviving Corporation, and that the shareholders of Scientific exchange
     their shares of the capital stock of Scientific for shares of the common
     stock of the Surviving Corporation. The transaction contemplated hereby is
     hereinafter referred to as the "Merger".

D.   The Constituent Corporations desire to enter into and adopt this Merger
     Agreement for the purpose of setting forth certain terms and provisions
     that will govern the Merger and to consummate the Merger as a "change in
     domicile merger" in accordance with the provisions of Section 368 (a)(2)(F)
     of the Internal Revenue Code of 1986, as amended (the "Code").

E.   The principal purpose of the Merger is to effectuate a change in corporate
     domicile from Minnesota to Nevada.

                                   PROVISIONS:

     NOW, THEREFORE, in consideration of the mutual agreement hereinafter set
forth, in accordance with the provisions of the Minnesota Statutes Annotated,
and the Nevada Revised Statutes and for the purpose of setting forth the terms
and conditions of the Merger, the mode of completing the Merger, and the manner
of converting the shares of the capital stock of Scientific into shares of the
common stock of the Surviving Corporation, the parties agree as follows:

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                             I. The Reorganization.

1.1  The Effective Time. The Merger shall be accomplished by filing appropriate
     articles of merger with the Secretary of State of the State of Nevada and
     the Secretary of State of the State of Minnesota in the form provided for
     by the business corporation laws of such States as soon as practicable
     after execution of this Merger Agreement. The term "Effective Time" shall
     mean the time at which all necessary Certificates of Merger have been
     issued by the Secretary of State of the State of Nevada and the Secretary
     of State of the State of Minnesota.

1.2  Manner of Merger. At the Effective Time, Scientific shall be merged into
     the Surviving Corporation, which shall be the corporation that survives the
     Merger. The corporate existence of the Surviving Corporation with all its
     purposes, powers and objects shall continue unaffected and unimpaired by
     the Merger; and, as the corporation surviving the Merger, the Surviving
     Corporation shall by governed by the laws of the State of Nevada and shall
     succeed to all rights, assets, liabilities and obligations of Scientific,
     as provided in the business corporation laws of the State of Minnesota. The
     separate existences and corporate organizations of the Surviving
     Corporation and Scientific shall cease at the Effective Time, and
     thereafter the Surviving corporation shall continue as the surviving
     corporation under the laws of the State of Nevada under the name of
     NewBridge Capital, Inc., a Nevada corporation. All the property, real,
     personal, and mixed, and all debts of other obligations due to Scientific,
     shall be transferred to and shall be vested in the Surviving Corporation,
     without further act or deed, as provided in the business corporation laws
     of the States of Nevada and Minnesota.

1.3  Articles of Incorporation and Bylaws of the Surviving Corporation.

     (a)  Article FIRST through FOURTH of the Articles of Incorporation of the
          Surviving Corporation shall remain in effect following the Effective
          Time.

     (b)  The Bylaws of the Surviving Corporatio in effect at the Effective Time
          shall be the Bylaws of the Corporation surviving this Merger, except
          as they may thereafter be altered, amended or repealed in accordance
          with law, or in accordance with the Articles of Incorporation of the
          Surviving Corporation or its Bylaws.

     (c)  The directors and officers of the Surviving Corporation as of the
          Effective Time shall be the directors and officers of the corporation
          surviving this Merger, until their successors shall have been elected
          and qualified, or as otherwise provided by the General Corporation
          Laws of the State of Nevada and in the Bylaws of the Surviving
          Corporation. If at the Effective Time a vacancy exists on the Board of
          Directors or in any of the offices of the Surviving Corporation,

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          such vacancy shall thereafter be filled in the manner provided in the
          Bylaws of the Surviving Corporation.

1.4  Status and Conversion of Shares. The manner of converting the shares of
     capital stock of Scientific outstanding immediately prior to the Merger
     into shares of common stock of the Surviving Corporation, except as to
     outstanding shares of capital stock of Scientific held by shareholders, if
     any, who dissent from the Merger and seek appraisal under the applicable
     provisions of the Minnesota Statutes Annotated, shall be as follows:

     (a)  At the Effective Time, every ten (10) shares of the issued and
          outstanding no par value common stock of Scientific shall by virtue of
          the Merger and without any action on the part of the holder thereof
          become and be converted into one (1) share of the $.001 par value
          common stock of the Surviving Corporation. One whole share in the
          Surviving Corporation shall be issued to any shareholder of Scientific
          with respect to any fractional share in the Surviving Corporation
          resulting from such division.

     (b)  Any shares of the capital stock of Scientific that may be held in
          treasury as of the Effective Time shall be cancelled as of the
          Effective Time, and shall not thereafter be issued or outstanding.

     (c)  After the Effective Time, each holder of a certificate or certificates
          theretofore representing outstanding shares of the capital stock of
          Scientific may surrender such certificate or certificates to such
          agent or agents as shall be appointed by the Surviving Corporation
          (the "Exchange Agent"), and shall be entitled to receive in exchange
          therefor a certificate or certificates representing the number of
          whole shares of common stock of the Surviving Corporation into which
          the shares of capital stock of Scientific theretofore represented by
          the certificates so surrendered have been converted.

     (d)  If any certificate evidencing shares o the capital stock of Scientific
          is to be issued in a name other than the name in which the certificate
          surrendered is registered, the certificate so surrendered shall be
          properly endorsed and shall otherwise be in proper form for transfer.
          The person requesting the transfer shall pay to the Exchange Agent any
          transfer or other fees or taxes required by reason of the issuance of
          a certificate in name other than that of the registered holder of the
          certificate surrendered.

     (e)  The Surviving Corporation may, without notice to any person, terminate
          all exchange agencies at any time after 120 days following the
          Effective Time. After such termination, all exchanges, payments and
          notices provided for in this Agreement to be made to or by the
          Exchange Agent shall be made to or by the Surviving Corporation or its
          agent.
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     (f)  On October 29, 1999, notice of the proposed merger was given total
          shareholders of record of Scientific. On November 30, 1999, an
          affirmative vote of a majority of all issued and outstanding shares of
          Scientific no par value common stock approved the Merger. No
          shareholder elected dissenter's rights.

     (g)  The sole share of $.001 par value common stock of the Surviving
          Corporation owned by Fred G. Luke shall be canceled as of the
          Effective Time and shall not thereafter be issued or outstanding.

1.5  Options, Warrants and Conversion Rights. Options, warrants and conversion
     rights to acquire capital stock of Scientific (including any options,
     warrants and conversion rights that may be held in trust pursuant to
     employee benefit plans) shall, by virtue of the Merger and without any
     action on the part of the holder thereof, be converted into and become
     options, warrants and conversion rights to acquire the number of shares of
     common stock of the Surviving Corporation into which the shares of capital
     stock of Scientific covered by the option, warrant or conversion right
     would have been converted if such shares had been held by the holder of the
     option, rights or warrant at the Effective Time at an appropriately
     adjusted option, purchase or conversion price.

                               II. Miscellaneous.

2.1  Amendments. This Merger Agreement may be amended with the approval of the
     Boards of Directors of the Constituent Corporations at any time before or
     after the approval hereof by their respective shareholders, but after any
     such approval no amendment shall be made that substantially and adversely
     changes the terms hereof as to any party without the approval of the
     shareholders of such party.

2.2  Extension; Waiver. At any time before the Effective Time, the Board of
     Directors of either of the Constituent Corporations may (a) extend the time
     for the performance of any of the obligations or other acts of another
     party hereto, or (b) waive compliance by another party with any of the
     agreements or conditions contained herein. Any such extension or waiver
     shall be valid only if set forth in an instrument in writing duly executed
     and delivered on behalf of such party.

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     IN WITNESS WHEREOF, the Constituent Corporations have executed this Merger
Agreement as of the day and year first above written.


                                                "Surviving Corporation"
                                                NewBridge Capital, Inc.,
                                                a Nevada corporation

                                                By:  /s/Fred G. Luke
                                                        Fred G. Luke, President


ATTEST:


 /s/ Jon L. Lawver
     Secretary



                                                "Scientific"
                                                Scientific NRG, Inc.,
                                                a Minnesota corporation

                                                By:  /s/Fred G. Luke
                                                        Fred G. Luke, President


ATTEST:


 /s/ Jon L. Lawver
     Secretary