EXHIBIT 10.2.1

                          AGREEMENT AND PLAN OF MERGER

         This  Agreement and Plan of Merger  ("AGREEMENT"),  is made and entered
into this 9th day of March 2006,  by and among  GROWTH  MERGERS,  INC., a Nevada
corporation  ("GROWTH"),  having its  principal  offices  at 2533  North  Carson
Street,  Carson City,  Nevada  89706;  GROWTH  ACQUISITION  CORP.,  a Washington
corporation  ("MERGERCO");  NEAH POWER SYSTEMS,  INC., a Washington  corporation
("NEAH"); and SUMMIT TRADING LIMITED, a BVI corporation, and SPECIAL INVESTMENTS
ACQUISITIONS ASSOCIATES LLC, a Delaware limited liability company (collectively,
the "GROWTH  PRINCIPAL  STOCKHOLDERS").  GROWTH,  MERGERCO,  NEAH and the GROWTH
PRINCIPAL STOCKHOLDERS are hereinafter sometimes collectively referred to as the
"PARTIES."

                                    RECITALS:

         A.       GROWTH  desires to acquire  all of the issued and  outstanding
capital  stock of NEAH,  through the merger of MERGERCO  with and into NEAH (the
"MERGER"), with NEAH as the surviving corporation of the Merger.

         B.       It is the intention of the parties hereto that: (i) the Merger
shall qualify as a tax free  reorganization  under Section  368(a)(1)(A)  of the
Internal Revenue Code of 1986, as amended, and related sections thereunder;  and
the  parties  intend  this  Agreement  to qualify as a "plan of  reorganization"
within the meaning of Treasury  Regulation  Sections  1.368-2(g) and 1.368-3(a),
and (ii) the Merger shall  qualify as a transaction  in  securities  exempt from
registration or qualification under the Securities Act of 1933, as amended,  and
under the applicable  securities  laws of each state or  jurisdiction  where the
NEAH Security Holders reside.

         C.       The board of  directors  of each of GROWTH,  MERGERCO and NEAH
and the GROWTH PRINCIPAL  STOCKHOLDERS  each deem it to be in the best interests
of GROWTH and NEAH and their  respective  shareholders to consummate the Merger,
as a result of which  GROWTH  shall  acquire  all of the issued and  outstanding
capital stock of NEAH.

         D.       On  the  "EFFECTIVE  TIME"  of  the  Merger,   GROWTH  or  its
affiliates shall provide the sum of Five Hundred Thousand Dollars  ($500,000) to
NEAH for working capital (the "INITIAL FINANCING"); 100% of the proceeds of such
Initial Financing will be transferred to NEAH pursuant to this Agreement.

         E.       Immediately following the Effective Time of the Merger (a) the
NEAH SECURITY HOLDERS shall own approximately  25% of the "GROWTH  Fully-Diluted
Common  Stock"  (as  hereinafter   defined),   and  (b)  the  GROWTH   Principal
Stockholders,  all other  holders  of GROWTH  Common  Stock and the  holders  of
securities in connection with the GROWTH Initial Financing shall own 75% of such
GROWTH Fully-Diluted Common Stock

         F.       Following  the  Effective  Time of the  Merger,  GROWTH  shall
undertake to consummate,  within  forty-five  (45) days of the Effective Time of
the Merger, the $2,000,000  minimum "GROWTH ADDITIONAL  FINANCING" the effect of
which  shall  dilute  only  the  equity   interests  of  the  GROWTH   Principal
Stockholders.

         NOW, THEREFORE,  in consideration of the mutual covenants,  agreements,
representations and warranties  contained in this Agreement,  the parties hereto
agree as follows:

                                   DEFINITIONS

         As used in this Agreement,  the following terms shall have the meanings
set forth below:

         "APPLICABLE   LAW"  means  any  domestic  or  foreign   law,   statute,
regulation, rule, policy, guideline or ordinance applicable to the businesses of
the Parties, the Merger and/or the Parties.

         "ARTICLES OF MERGER" shall mean the  certificate  of merger of MERGERCO
with and into NEAH  pursuant  to the WBCA,  and in the form of EXHIBIT A annexed
hereto and made a part hereof.

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         "BUSINESS DAY" shall mean any day,  excluding Saturday or Sunday or any
other day on which  national banks located in New York, New York shall be closed
for business.

         "DOLLAR" and "$" means lawful money of the United States of America.

         "EFFECTIVE  TIME" shall mean the date upon which the Merger of MERGERCO
into NEAH shall be consummated  pursuant to the filing of the Articles of Merger
with the Secretary of State of the State of Washington.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

         "GAAP" means  generally  accepted  accounting  principles in the United
States of America as promulgated by the American  Institute of Certified  Public
Accountants  and the  Financial  Accounting  Standards  Board  or any  successor
Institutes concerning the treatment of any accounting matter.

         "GROWTH  ADDITIONAL  FINANCING" shall mean the sale, on any one or more
occasions, of debt or equity securities of GROWTH pursuant to which GROWTH shall
have received gross cash proceeds of not less than  $2,000,000 and not more than
$2,500,000,  all upon such terms and  conditions  as shall be  acceptable to the
Board of Directors of GROWTH; PROVIDED,  HOWEVER, that to the extent that any of
the maximum of $500,000 of Stockholder  Debt shall be converted by the holder(s)
into Stockholder Loan Shares, the same shall be deemed to be credited toward the
minimum $2,000,000 of GROWTH Additional Financing.

         "GROWTH  COMMON STOCK" shall mean the shares of common stock of GROWTH,
$0.001 par value per share.

         "GROWTH  FINANCINGS" shall mean the collective  reference to the GROWTH
Initial Financing and any one or more GROWTH Additional Financing.

         "GROWTH  FULLY-DILUTED COMMON STOCK" means, as at the time in question,
the  maximum   number  shares  of  GROWTH  Common  Stock  that  are  issued  and
outstanding,  AFTER  GIVING  EFFECT  TO: (a) the  issuance  of all of the Merger
Shares;  (b) the issuance of all Series A Preferred  Conversion  Shares; and (c)
the issuance of any other shares of GROWTH  Common Stock that are issuable  upon
conversion of any GROWTH notes or shares of GROWTH  Preferred Stock, or upon the
exercise of  options,  warrants  or other  rights to  purchase  shares of GROWTH
capital stock,  but only to the extent that such  securities are (i) outstanding
as at the  Effective  Time of the  Merger,  or  (ii)  issued  subsequent  to the
Effective Time of the Merger in connection with (A) the GROWTH  Financings,  (B)
the issuance of the  Novellus  Shares,  and (C) the issuance of the  Stockholder
Loan  Shares;  PROVIDED,  HOWEVER,  that,  as used in this  Agreement,  the term
"GROWTH  FULLY-DILUTED  COMMON  STOCK"  shall NOT mean or include  any shares of
GROWTH  Common Stock issued or issuable  upon  conversion of any GROWTH notes or
shares of GROWTH Preferred  Stock, or upon the exercise of options,  warrants or
other  rights to purchase  shares of GROWTH  capital  stock,  to the extent such
securities are issued or issuable (1) in connection with the Novellus  Incentive
Warrants and Novellus  Incentive Warrant Shares,  (2) in connection with any one
or more financings  subsequent to the GROWTH Financings,  (3) in connection with
any purchase of the assets, securities or the businesses of any other persons or
for any other valid business  purpose  approved by the Board of Directors (other
than the  transactions  referenced  in  clauses  (a) and (b)  above),  or (4) in
connection with any stock options or other incentive equity securities issued to
any employees,  board members or consultants of GROWTH or NEAH in  consideration
of services to be rendered subsequent to the Effective Date of the Merger.

         "GROWTH INITIAL  FINANCING" shall mean the $500,000  financing provided
to GROWTH on or before the Effective Time of the Merger.

         "GROWTH PRINCIPAL  STOCKHOLDERS" means Summit Trading Limited,  Special
Investments  Acquisitions  Associates  LLC and  their  business  associates  and
affiliates.

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         "KNOWLEDGE" means the knowledge after reasonable inquiry.

         "LIEN"  means,  with  respect to any property or asset,  any  mortgage,
lien, pledge, charge,  security interest,  encumbrance or other adverse claim of
any kind in respect of such property or asset.

         "MATERIAL  ADVERSE  EFFECT"  with  respect  to any  entity  or group of
entities  means any event,  change or effect that has or would have a materially
adverse effect on the financial condition,  business or results of operations of
such entity or group of entities, taken as a consolidated whole.

         "MERGER SHARES" shall mean that number of shares of GROWTH Common Stock
to be issued to the NEAH  Security  Holders  on the  Closing  Date and as at the
Effective  Time of the  Merger  as  shall  represent  approximately  twenty-five
percent (25%) of the GROWTH  Fully-Diluted Common Stock, as contemplated by this
Agreement; it being the intention of the Parties that an aggregate of 25,000,026
Merger Shares shall be issued to the NEAH Security Holders.

         "NEAH COMMON STOCK" means the 7,990,457  issued and outstanding  shares
of common stock, $0.001 par value per share, of NEAH.

         "NEAH  FULLY-DILUTED  COMMON STOCK" means the maximum  number shares of
NEAH Common Stock that are issued and  outstanding  at the Effective Time of the
Merger,  plus all additional  shares of NEAH Common Stock that would be issuable
at the  Effective  Time of the  Merger  upon  the  exercise  of all  outstanding
options, warrants or other rights to purchase shares of NEAH capital stock.

         "NEAH PRINCIPAL  EXECUTIVE  OFFICER" shall mean any one of Daniel Rosen
or David  Dorheim,  the Chairman of the Board of  Directors,  the  President and
Chief Executive Officer, respectively, of NEAH.

         "NEAH SECURITIES" means, as at the date in question,  all of the issued
and outstanding  equity securities of NEAH,  consisting of the NEAH Common Stock
and (if applicable) any NEAH preferred stock.

         "NEAH SECURITY  HOLDERS"  means the collective  reference to all of the
record  holders of the NEAH  Securities  at the  Effective  Time of the  Merger,
including the NEAH Principal Executive Officers.

         "NOVELLUS shall mean Novellus Systems, Inc., a California corporation.

         "NOVELLUS  INCENTIVE WARRANTS" shall mean the five (5) year warrants to
be issued to Novellus at or within  fourteen  (14) days  following the Effective
Time of the Merger (unless  extended by mutual  agreement of NEAH and Novellus),
entitling  the  holder(s)  to purchase up to 4,705,000  shares of GROWTH  Common
Stock at an  exercise  price  per  share of  $0.001;  which  Novellus  Incentive
Warrants  shall be  exercisable  only upon  achieving  certain  business  and/or
technical milestones, all as shall be negotiated between NEAH and Novellus.

         "NOVELLUS  INCENTIVE WARRANT SHARES" shall mean the aggregate number of
shares of GROWTH  Common Stock  issuable  upon the full exercise of the Novellus
Incentive Warrants.

         "NOVELLUS  SHARES"  means that number of shares of GROWTH  Common Stock
(anticipated  to be 750,000  shares of Common  Stock) as shall be  determined by
dividing (i) the aggregate  amount of the $150,000 of accounts payable and other
amounts due from NEAH to Novellus  as at the  Effective  Date of the Merger (the
"NOVELLUS OBLIGATIONS"), by a price per share which is $0.20 per share.

         "PERSON"  means  any  individual,  corporation,  partnership,  trust or
unincorporated   organization  or  a  government  or  any  agency  or  political
subdivision thereof.

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         "SERIES  A  PREFERRED   CERTIFICATE  OF  DESIGNATION"  shall  mean  the
certificate  of the  designations,  rights,  preferences  and  privileges of the
Series A Preferred Stock of GROWTH,  in the form annexed hereto as EXHIBIT B and
made a part hereof.

         "SERIES A PREFERRED  CONVERSION SHARES shall mean the maximum number of
shares of GROWTH  Common Stock into which the Series A Preferred  Stock shall be
converted,  being a  maximum  of (a)  sixty-five  percent  (65%)  of the  GROWTH
Fully-Diluted Common Stock (anticipated to be 65,000,000 shares of GROWTH Common
Stock),  LESS (b) the sum of (i) the  Novellus  Shares,  (ii)  Stockholder  Loan
Shares,  and (iii) any shares of GROWTH Common Stock that are issued or issuable
in  connection  with  any  one or  more  of  the  GROWTH  Additional  Financings
aggregating  maximum gross proceeds (inclusive of gross proceeds from conversion
of any Stockholder Debt into  Stockholder Loan Shares) not to exceed  $3,000,000
in the aggregate.

         "SERIES A PREFERRED  STOCK" shall mean the 6,500,000 shares of Series A
voting  convertible  preferred stock, par value $0.001 per share, of GROWTH that
is authorized for issuance to the GROWTH Principal  Stockholders pursuant to the
Series  A  Preferred  Certificate  of  Designation;  which  shares  of  Series A
Preferred  Stock,  as  provided  in  the  Series  A  Preferred   Certificate  of
Designation,  shall:  (a) vote,  together with the GROWTH Common Stock on an "as
converted  basis," (b) upon  consummation  of the GROWTH  Additional  Financing,
AUTOMATICALLY  (and without any further  action on the part of the holder(s)) be
converted into the Series A Preferred  Conversion Shares; (c) have a liquidation
value equal to its par value per share (a total of $6,500.00) and (d) except for
such  liquidation  value,  shall have no greater  rights or privileges  than the
GROWTH Common Stock.

         "STOCKHOLDER  LOAN  SHARES"  shall mean the SUM of: (a) that  number of
shares of GROWTH  Common  Stock,  as shall be  determined  by dividing:  (i) the
aggregate amount of indebtedness  owed by NEAH to certain of its stockholders in
connection with loans  aggregating up to $500,000 that have been or will be made
to NEAH prior to or within five (5) Business Days  following the Effective  Time
of the Merger (the  "STOCKHOLDER  DEBT");  by (ii) by a price per share which is
$0.20 per share;  PLUS (b) all shares of GROWTH  Common Stock  issuable upon the
full exercise of the Stockholder Warrants.

         "STOCKHOLDER  WARRANTS"  shall  mean  the five  (5)  year  warrants  to
purchase  that number of shares of GROWTH Common Stock as shall be determined by
dividing:  (i) 150% of the aggregate  amount of  Stockholder  Debt; by (ii) by a
price per share which is $0.20 per share.

         "STOCK SUBSCRIPTION AGREEMENT" means that certain agreement dated as of
March 8, 2006,  by and  between  GROWTH and the  GROWTH  PRINCIPAL  STOCKHOLDERS
providing for the acquisition by the GROWTH Principal Stockholders of the Series
A Preferred Stock.

         "SURVIVING  ENTITY"  shall  mean  NEAH as the  surviving  entity in the
Merger as provided in Section 1.3.

         "TAX" (and, with correlative meaning, "TAXES" and "TAXABLE") means:

                  (i) any  income,  alternative  or add-on  minimum  tax,  gross
receipts tax, sales tax, use tax, ad valorem tax,  transfer tax,  franchise tax,
profits tax, license tax,  withholding tax, payroll tax,  employment tax, excise
tax,  severance tax, stamp tax,  occupation tax, property tax,  environmental or
windfall profit tax, custom, duty or other tax, impost,  levy,  governmental fee
or other like  assessment  or charge of any kind  whatsoever  together  with any
interest or any  penalty,  addition to tax or  additional  amount  imposed  with
respect  thereto  by any  governmental  or Tax  authority  responsible  for  the
imposition of any such tax (domestic or foreign), and

                  (ii) any  liability for the payment of any amounts of the type
described  in clause  (i) above as a result of being a member of an  affiliated,
consolidated, combined or unitary group for any Taxable period, and

                  (iii) any liability for the payment of any amounts of the type
described  in clauses  (i) or (ii)  above as a result of any  express or implied
obligation to indemnify any other person.

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<PAGE>

         "TAX RETURN" means any return,  declaration,  form, claim for refund or
information  return or statement  relating to Taxes,  including  any schedule or
attachment thereto, and including any amendment thereof.

         "WBCA" means the Business Corporation Act of the State of Washington.

                                   THE MERGER

SECTION 1.   THE MERGER; EFFECTIVE TIME.

1.1      THE MERGER. At the Effective Time and subject to and upon the terms and
conditions of this Agreement,  MERGERCO  shall,  and GROWTH shall cause MERGERCO
to, merge with and into NEAH in accordance  with the provisions of the WBCA, the
separate corporate  existence of MERGERCO shall cease and NEAH shall continue as
the  Surviving  Entity.  The  Effective  Time of the Merger shall occur upon the
filing with the Secretary of State of the State of Washington of the Articles of
Merger executed in accordance with the applicable  provisions of the WBCA, or at
such  later  time as may be agreed to by GROWTH  and NEAH and  specified  in the
Certificate  of  Merger  subject  to the  satisfaction  or waiver of each of the
conditions  set forth in Section 4. The date on which the Effective  Time occurs
is referred to as the  "EFFECTIVE  DATE."  Provided that this  Agreement has not
been  terminated,  the Parties  will cause the Articles of Merger to be filed at
Closing.

         (a)      Upon the terms and subject to the conditions set forth in this
Agreement and in  accordance  with the WBCA,  at the  Effective  Time,  all NEAH
Securities  shall be converted into the right to receive the Merger  Shares.  In
connection therewith, the following terms shall apply:

         (b)      EXCHANGE AGENT. GROWTH's corporate counsel,  David Otto, Esq.,
shall act as the  exchange  agent  (the  "EXCHANGE  AGENT")  for the  purpose of
exchanging NEAH  Securities for the Merger Shares.  At or prior to the Effective
Date,  GROWTH shall deliver to the Exchange  Agent  certificates  evidencing the
Merger  Shares.  The Merger Shares  issued at the  Effective  Time of the Merger
shall be registered  in the names of the NEAH  Security  Holders in such amounts
and  proportions as are set forth on SCHEDULE 1.1 annexed hereto and made a part
hereof.

1.2      CONVERSION OF SECURITIES.

         (a)      CONVERSION  OF NEAH  SECURITIES.  At the  Effective  Time,  by
virtue of the Merger  and  without  any action on the part of GROWTH,  MERGERCO,
NEAH or the holders of any of their respective securities:

                  (i)      Each of the  7,990,457  shares of NEAH  Common  Stock
issued  and  outstanding  immediately  prior  to the  Effective  Time  shall  be
converted into, and represent the right to receive, 3.1287321 Merger Shares (the
"CONVERSION  RATE").  All fractional shares obtained by applying such conversion
shall be rounded up to the nearest whole share.

                  (ii)     All warrants to purchase  shares of NEAH Common Stock
and all options entitling the holder to purchase shares of NEAH Common Stock are
"out of the money" and without value as at the date of this  Agreement and as at
the Effective  Date, and shall be cancelled and retired and cease to exist as at
the Effective Date of the Merger; PROVIDED, HOWEVER, that GROWTH shall set aside
and reserve for issuance  225,000  shares of GROWTH Common Stock for issuance to
any holder of a warrant to  purchase  share of NEAH  Common  Stock which has not
terminated or expired.

                  (iii)    All NEAH  Securities  shall no longer be  outstanding
and shall  automatically  be canceled and retired and shall cease to exist,  and
each holder of a certificate  representing  any such NEAH Securities shall cease
to have any rights with respect thereto,  except the right to receive the Merger
Shares to be issued  pursuant to this Section 1.2(a)  (fractional  shares may be
issued  rounded to the  hundredth  decimal  point)  upon the  surrender  of such
certificate in accordance with Section 1.8, without interest.

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<PAGE>

                  (iv)     Each  NEAH  Share  that  immediately   prior  to  the
Effective  Time is held by NEAH as a  treasury  share  shall  be  cancelled  and
retired without payment of any consideration therefor and without any conversion
thereof into a right to receive the Merger Shares.

         (b)      CONVERSION OF MERGERCO STOCK. At the Effective Time, by virtue
of the Merger and  without any action on the part of GROWTH,  MERGERCO,  NEAH or
the holders of any of their respective  securities,  each share of capital stock
of  MERGERCO  outstanding  immediately  prior  to the  Effective  Time  shall be
converted  into one share of the common  stock of the  Surviving  Entity and the
share of common stock of the Surviving Entity so issued in such conversion shall
constitute the only  outstanding  share of capital stock of the Surviving Entity
and the Surviving Entity shall be a wholly owned subsidiary of GROWTH.

         (c)      EXEMPTION FROM  REGISTRATION.  The Parties intend that (i) the
Merger Shares to be issued by GROWTH to the NEAH Security Holders,  and (ii) the
Series  A  Preferred  Stock to be  issued  by  GROWTH  to the  GROWTH  Principal
Stockholders and the Series A Preferred  Conversion  Shares shall be exempt from
the registration  requirements of the Securities Act pursuant to Section 4(2) of
the  Securities  Act to NEAH  Security  Holders  and the rules  and  regulations
promulgated thereunder.

1.3      CLOSING.

         The  closing  of the  Merger  (the  "CLOSING")  will take  place at the
offices  of David  Otto,  Esq.,  counsel to  GROWTH,  at his office in  Seattle,
Washington,  within one (1) Business Day following the satisfaction or waiver of
the conditions  precedent set forth in Section 4 or at such other date as GROWTH
and NEAH shall  agree (the  "CLOSING  DATE"),  but in no event shall the Closing
Date occur later than March 15, 2006.

1.4      EFFECT OF THE MERGER.

         The Merger shall have the effect set forth in Section 23B.11.060 of the
WBCA. Without limiting the generality of the foregoing,  and subject thereto, at
the  Effective  Time,  all  the  properties,   rights,  privileges,  powers  and
franchises  of NEAH and MERGERCO  shall vest in the  Surviving  Entity,  and all
debts,  liabilities  and  duties of NEAH and  MERGERCO  shall  become the debts,
liabilities and duties of the Surviving Entity.

1.5      CERTIFICATE OF INCORPORATION AND BYLAWS;  DIRECTORS AND OFFICERS. Prior
to the Effective Time of the Merger:

         (a)      The  Certificate of  Incorporation  of GROWTH,  as amended and
restated  in  accordance  with  EXHIBIT C annexed  hereto and made a part hereof
shall be the Certificate of Incorporation  of GROWTH  following the Merger.  The
Bylaws of GROWTH,  as amended and restated in accordance  with EXHIBIT D annexed
hereto  and made a part  hereof  shall be the  Bylaws  of GROWTH  following  the
Merger.

         (b)      The  initial  board  of  directors  of  GROWTH  and  its  NEAH
subsidiary  subsequent  to the  Merger  shall be (i)  three  (3) of the  current
members of NEAH's Board of  Directors,  (ii) two  representatives  of the GROWTH
Principal  Stockholders,  and (iii) two other  persons  acceptable to the GROWTH
Principal Stockholders who shall be independent directors (within the meaning of
the Sarbanes Oxley Act of 2002, as amended).  Such initial  members of the board
of  directors  shall  serve  until the earlier of their  death,  resignation  or
removal or until the next annual  meeting of the  stockholders  of GROWTH,  when
their  respective  successors are duly appointed and qualified.  The officers of
GROWTH  subsequent to the Merger shall be the current officers of NEAH.  Subject
to the observance of their fiduciary duties, three (3) of the current members of
the NEAH Board of Directors  shall  continue to serve as members of the Board of
Directors of NEAH and GROWTH for not less than 180 days  following the Effective
Date of the Merger.

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<PAGE>

1.6      FURTHER ACTIONS.

         (a)      If, at any time after the Effective Time, the Surviving Entity
considers or is advised that any deeds, bills of sale,  assignments,  assurances
or any other  actions or things are  necessary or desirable to vest,  perfect or
confirm (of record or  otherwise) in the  Surviving  Entity its right,  title or
interest in, to or under any of the rights, properties, or assets of either NEAH
or  MERGERCO,  or  otherwise  to  carry  out the  intent  and  purposes  of this
Agreement, the officers and directors of the Surviving Entity will be authorized
to execute and deliver,  in the name and on behalf of each of NEAH and MERGERCO,
all such deeds, bills of sale, assignments and assurances and to take and do, in
the name and on behalf of each of NEAH and MERGERCO,  all such other actions and
things as the Board of Directors  of the  Surviving  Entity may  determine to be
necessary or desirable to vest,  perfect or confirm any and all right, title and
interest in, to and under such  rights,  properties  or assets in the  Surviving
Entity or otherwise to carry out the intent and purposes of this Agreement.

         (b)      On the  Effective  Date of the  Merger,  GROWTH  shall file an
amendment to its  certificate of  incorporation  changing its name to NEAH POWER
SYSTEMS, INC., or such other name as shall be acceptable to NEAH.

1.7      RESTRICTIONS ON RESALE

         (a)      THE MERGER  SHARES AND SERIES A  PREFERRED  STOCK.  The Merger
Shares  and the  Series A  Preferred  Stock  will not be  registered  under  the
Securities Act, or the securities laws of any state,  and cannot be transferred,
hypothecated,  sold or otherwise disposed of until: (i) a registration statement
with respect to such securities is declared  effective under the Securities Act,
or (ii) GROWTH  receives an opinion of counsel for the  stockholder,  reasonably
satisfactory  to counsel for GROWTH,  that an  exemption  from the  registration
requirements of the Securities Act is available.

         The certificates  representing the Merger Shares and Series A Preferred
Stock to be  issued on the  Effective  Date  pursuant  to this  Agreement  shall
contain a legend substantially as follows:

         "THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE
         NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS
         AMENDED,  AND MAY NOT BE SOLD,  TRANSFERRED,  HYPOTHECATED  OR
         OTHERWISE  DISPOSED  OF UNTIL A  REGISTRATION  STATEMENT  WITH
         RESPECT THERETO IS DECLARED  EFFECTIVE UNDER SUCH ACT, OR NEAH
         POWER  SYSTEMS,  INC.  RECEIVES  AN OPINION OF COUNSEL FOR THE
         HOLDER  REASONABLY  SATISFACTORY  TO  COUNSEL  FOR NEAH  POWER
         SYSTEMS,   INC.  THAT  AN  EXEMPTION  FROM  THE   REGISTRATION
         REQUIREMENTS OF SUCH ACT IS AVAILABLE."

         "PURSUANT  TO THE  AGREEMENT  AND PLAN OF  MERGER  DATED AS OF
         MARCH 9,  2006,  BY AND AMONG  NEAH  POWER  SYSTEMS,  INC.,  A
         WASHINGTON CORPORATION ("NEAH WASHINGTON"), GROWTH ACQUISITION
         CORP., NEAH POWER SYSTEMS, INC. (formerly, GROWTH ACQUISITION,
         INC.), A NEVADA CORPORATION ("NEAH NEVADA") AND CERTAIN OF THE
         SHAREHOLDERS  AND  EXECUTIVE  OFFICERS  OF  NEAH  NEVADA,  THE
         SECURITIES  WHICH ARE REPRESENTED BY THIS  CERTIFICATE MAY NOT
         BE SOLD,  TRANSFERRED,  HYPOTHECATED OR OTHERWISE DISPOSED OF,
         EXCEPT IN ACCORDANCE  WITH THE TERMS AND  CONDITIONS SET FORTH
         IN A LOCK-UP  AGREEMENT  BY AND BETWEEN THE HOLDER  HEREOF AND
         NEAH NEVADA."

         (b)      THE  SERIES  A  PREFERRED  CONVERSION  SHARES.  The  Series  A
Preferred  Conversion Shares will not be registered under the Securities Act, or
the securities laws of any state, and cannot be transferred,  hypothecated, sold
or otherwise  disposed of until:  (i) a  registration  statement with respect to
such  securities is declared  effective under the Securities Act, or (ii) GROWTH
receives an opinion of counsel for the stockholder,  reasonably  satisfactory to

                                       7
<PAGE>

counsel for GROWTH, that an exemption from the registration  requirements of the
Securities Act is available.

         The  certificates   representing  the  number  of  Series  A  Preferred
Conversion Shares into which the Series A Preferred Stock may be converted shall
contain a legend substantially as follows:

         "THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE
         NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS
         AMENDED,  AND MAY NOT BE SOLD,  TRANSFERRED,  HYPOTHECATED  OR
         OTHERWISE  DISPOSED  OF UNTIL A  REGISTRATION  STATEMENT  WITH
         RESPECT THERETO IS DECLARED  EFFECTIVE UNDER SUCH ACT, OR NEAH
         POWER  SYSTEMS,  INC.  RECEIVES  AN OPINION OF COUNSEL FOR THE
         HOLDER  REASONABLY  SATISFACTORY  TO  COUNSEL  FOR NEAH  POWER
         SYSTEMS,   INC.  THAT  AN  EXEMPTION  FROM  THE   REGISTRATION
         REQUIREMENTS OF SUCH ACT IS AVAILABLE."

         "PURSUANT  TO THE  AGREEMENT  AND PLAN OF  MERGER  DATED AS OF
         MARCH 9,  2006,  BY AND AMONG  NEAH  POWER  SYSTEMS,  INC.,  A
         WASHINGTON CORPORATION ("NEAH WASHINGTON"), GROWTH ACQUISITION
         CORP., NEAH POWER SYSTEMS, INC. (formerly, GROWTH ACQUISITION,
         INC.), A NEVADA CORPORATION ("NEAH NEVADA") AND CERTAIN OF THE
         SHAREHOLDERS  AND  EXECUTIVE  OFFICERS  OF  NEAH  NEVADA,  THE
         SECURITIES  WHICH ARE REPRESENTED BY THIS  CERTIFICATE MAY NOT
         BE SOLD,  TRANSFERRED,  HYPOTHECATED OR OTHERWISE DISPOSED OF,
         EXCEPT IN ACCORDANCE  WITH THE TERMS AND  CONDITIONS SET FORTH
         IN A LOCK-UP  AGREEMENT  BY AND BETWEEN THE HOLDER  HEREOF AND
         NEAH NEVADA."

1.8      EXCHANGE OF CERTIFICATES.

         (a)      After the Effective Time and pursuant to a customary letter of
transmittal  or other  instructional  form provided by the Exchange Agent to the
NEAH Security Holders,  the NEAH Security Holders shall be required to surrender
all their NEAH Securities to the Exchange Agent,  and the NEAH Security  Holders
shall  be  entitled  upon  such  surrender  to  receive  in  exchange   therefor
certificates  representing the proportionate  number of Merger Shares into which
the NEAH  Securities  theretofore  represented  by the stock  transfer  forms so
surrendered  shall have been  exchanged  pursuant  to this  Agreement.  Until so
surrendered,  each outstanding  certificate  which, prior to the Effective Time,
represented NEAH Securities shall be deemed for all corporate  purpose,  subject
to the further  provisions  of this Article I, to evidence the  ownership of the
number of whole  Merger  Shares  for which  such  NEAH  Securities  have been so
exchanged.  No dividend  payable to holders of Merger Shares of record as of any
date  subsequent  to the  Effective  Time  shall  be  paid to the  owner  of any
certificate  which,  prior to the Effective Time,  represented  NEAH Securities,
until such  certificate  or  certificates  representing  all the  relevant  NEAH
Securities,  together with a stock transfer form, are surrendered as provided in
this Article I or pursuant to letters of transmittal or other  instructions with
respect to lost certificates provided by the Exchange Agent.

         (b)      All  Merger  Shares for which the NEAH  Securities  shall have
been exchanged pursuant to this Article I shall be deemed to have been issued in
full satisfaction of all rights pertaining to the NEAH Securities.

         (c)      All certificates  representing NEAH Securities  converted into
the right to receive Merger Shares pursuant to this Article I shall be furnished
to GROWTH  subsequent to delivery thereof to the Exchange Agent pursuant to this
Agreement.

         (d)      On the Effective  Date,  the stock transfer book of NEAH shall
be deemed to be closed and no transfer of NEAH  Securities  shall  thereafter be
recorded thereon.

                                       8
<PAGE>

SECTION 2.   REPRESENTATIONS AND WARRANTIES OF NEAH

NEAH hereby represents and warrants as follows:

2.1      ORGANIZATION  AND  GOOD  STANDING:  OWNERSHIP  OF  SHARES.  NEAH  is  a
corporation  duly organized and validly  existing under the laws of the State of
Washington. There are no outstanding subscriptions, rights, options, warrants or
other agreements  obligating NEAH to issue,  sell or transfer any stock or other
securities  of NEAH except the warrants  listed on SCHEDULE 2.1 attached  hereto
and made a part hereof.

2.2      CORPORATE  AUTHORITY.  NEAH has the corporate  power to enter into this
Agreement and to perform its respective obligations hereunder. The execution and
delivery of this Agreement and the consummation of the transaction  contemplated
hereby  have  been  duly  authorized  by the  Board of  Directors  of NEAH.  The
execution  and  performance  of this  Agreement  will not  constitute a material
breach of any agreement,  indenture,  mortgage,  license or other  instrument or
document  to which NEAH is a party and will not violate  any  judgment,  decree,
order, writ, rule, statute, or regulation  applicable to NEAH or its properties.
The execution and  performance  of this  Agreement  will not violate or conflict
with any provision of the  respective  Articles of  Incorporation  or by-laws of
NEAH.

2.3      OWNERSHIP OF SHARES.  The NEAH  Security  Holders set forth on SCHEDULE
2.3  are  the  owners  of  record  and  beneficially  of all of the  issued  and
outstanding shares of NEAH Common Stock, options and warrants to purchase shares
of NEAH Common Stock,  which NEAH Securities,  to the best of NEAH's  knowledge,
are owned free and clear of all rights, claims, liens and encumbrances, and have
not been sold,  pledged,  assigned or otherwise  transferred  except pursuant to
this Agreement.  The NEAH Securities set forth on SCHEDULE 2.3 represent 100% of
the issued and  outstanding  capital  stock of NEAH and  SCHEDULE  2.3 also sets
forth the NEAH  Fully-Diluted  Common Stock,  including all additional shares of
NEAH Common  Stock  issuable  upon  exercise of  outstanding  warrants and other
rights to acquire NEAH Securities.

2.4      FINANCIAL STATEMENTS,  BOOKS AND RECORDS.  SCHEDULE 2.4 consists of the
financial  statements  (balance sheet,  income  statement,  notes) of NEAH as of
December  31, 2004 and  December  31, 2003 and for the two (2) fiscal years then
ended,  as  audited  by  Grant  Thornton  &  Company  (the  "AUDITED   FINANCIAL
STATEMENTS"),  and (b) the unaudited financial statements of NEAH as of December
31,  2005 and for the  fiscal  year then ended (the  "UNAUDITED  2005  FINANCIAL
STATEMENTS" and together with the Audited Financial  Statements,  the "FINANCIAL
STATEMENTS").  The Financial  Statements fairly represent the financial position
of NEAH as at such dates and the  results of their  operations  for the  periods
then ended.  The  Financial  Statements  were and will be prepared in accordance
with generally accepted accounting principles applied on a consistent basis with
prior periods  except as otherwise  stated therein and except that the Unaudited
2005 Financial  Statements may not include all footnotes normally included under
such generally accepted  accounting  principles.  The books of account and other
financial  records  of NEAH are in all  respects  complete  and  correct  in all
material  respects  and are  maintained  in  accordance  with good  business and
accounting  practices.  The Unaudited 2005  Financial  Statements are capable of
being audited.

2.5      ACCESS TO RECORDS.  The corporate  financial records,  minute books and
other  documents and records of NEAH have been made available to GROWTH prior to
the Closing hereof.

2.6      NO MATERIAL ADVERSE CHANGES.  Except as otherwise described on Schedule
2.6 hereto, since December 31, 2005 there has not been:

                  (a)      any material adverse change in the financial position
         of NEAH except  changes  arising in the  ordinary  course of  business,
         which  changes will in no event  materially  and  adversely  affect the
         financial position of NEAH;

                  (b)      any damage,  destruction or loss materially affecting
         the assets, prospective business, operations or condition (financial or
         otherwise) of NEAH whether or not covered by insurance;

                  (c)      any  declaration,  setting  aside or  payment  of any
         dividend or  distribution  with respect to any redemption or repurchase
         of NEAH capital stock;

                                       9
<PAGE>

                  (d)      any  sale of an  asset  (other  than in the  ordinary
         course of business) or any mortgage or pledge by NEAH of any properties
         or assets, other than as set forth in Section 2.13 below; or

                  (e)      adoption of any pension, profit sharing,  retirement,
         stock bonus, stock option or similar plan or arrangement.

2.7      TAXES.  NEAH as of  December  31,  2005,  has filed all  material  tax,
governmental  and/or  related forms and reports (or  extensions  thereof) due or
required to be filed and has (or will have) paid or made adequate provisions for
all taxes or assessments which had become due as of December 31, 2005, and there
are no deficiency notices outstanding.

2.8      COMPLIANCE  WITH LAWS.  Except as set forth on Schedule  2.8,  NEAH has
complied  with  all  federal,   state,   county  and  local  laws,   ordinances,
regulations,  inspections,  orders,  judgments,  injunctions,  awards or decrees
applicable to it or its business which, if not complied with,  would  materially
and adversely affect the business of NEAH.

2.9      NO BREACH.  The execution,  delivery and  performance of this Agreement
and the consummation of the transactions contemplated hereby will not:

         (a)      violate any  provision  of the  Articles of  Incorporation  or
By-Laws of NEAH;

         (b)      violate,  conflict  with or result in the breach of any of the
terms  of,  result  in a  material  modification  of,  otherwise  give any other
contracting party the right to terminate, or constitute (or with notice or lapse
of time, or both  constitute) a default under any contract or other agreement to
which  NEAH is a party or by or to which it or any of its  assets or  properties
may be bound or subject;

         (c)      violate any order,  judgment,  injunction,  award or decree of
any court,  arbitrator or governmental  or regulatory  body against,  or binding
upon, NEAH or upon the properties or business of NEAH; or

         (d)      violate any statute,  law or  regulation  of any  jurisdiction
applicable to the transactions contemplated herein which could have a materially
adverse effect on the business or operations of NEAH.

2.10     ACTIONS AND  PROCEEDINGS.  NEAH is not a party to any material  pending
litigation or, to its knowledge,  any  governmental  investigation or proceeding
not reflected in the NEAH Financial  Statements,  and to its best knowledge,  no
material  litigation,  claims,  assessments or Non-governmental  proceedings are
threatened against NEAH except as set forth on Schedule 2.10 attached hereto and
made a part hereof.

2.11     AGREEMENTS.   Schedule  2.11  sets  forth  any  material   contract  or
arrangement  to  which  NEAH  is a party  or by or to  which  it or its  assets,
properties or business are bound or subject, whether written or oral.

2.12     BROKERS OR FINDERS. No broker's or finder's fee will be payable by NEAH
in connection with the transactions contemplated by this Agreement, nor will any
such  fee  be  incurred  as a  result  of  any  actions  by  NEAH  or any of its
Shareholders.

2.13     REAL ESTATE.  Except as set forth on Schedule  2.13,  NEAH owns no real
property nor is a party to any leasehold agreement.

2.14     TANGIBLE ASSETS.  Except as set forth on Schedule 2.14 hereto, NEAH has
full  title and  interest  in all  machinery,  equipment,  furniture,  leasehold
improvements,   fixtures,  projects,  owned  or  leased  by  NEAH,  any  related
capitalized  items or other tangible  property  material to the business of NEAH
(the "Tangible  Assets").  NEAH holds all rights,  title and interest in all the
Tangible  Assets  owned by it on the  Balance  Sheet or acquired by it after the
date on the  Balance  Sheet  free and clear of all  liens,  pledges,  mortgages,
security interests,  conditional sales contracts or any other

                                       10
<PAGE>

encumbrances.  All of the Tangible  Assets are in good  operating  condition and
repair and are usable in the ordinary  course of business of NEAH and conform to
all applicable  laws,  ordinances and government  orders,  rules and regulations
relating to their  construction  and operation,  except as set forth on Schedule
2.14 hereto.

2.15     LIABILITIES.  NEAH did not have any  direct or  indirect  indebtedness,
liability, claim, loss, damage, deficiency, obligation or responsibility,  known
or unknown, fixed or unfixed, liquidated or unliquidated,  secured or unsecured,
accrued or absolute, contingent or otherwise, including, without limitation, any
liability on account of taxes,  any  governmental  charge or lawsuit (all of the
foregoing collectively defined to as "LIABILITIES"), which are not fully, fairly
and  adequately  reflected  on the  Financial  Statement  except  for a specific
Liabilities set forth in the Unaudited Financial  Statements or on SCHEDULE 2.15
attached hereto and made a part hereof. As of the date of Closing, NEAH will not
have any Liabilities,  other than Liabilities fully and adequately  reflected on
the Financial  Statements except for Liabilities incurred in the ordinary course
of  business  and as set  forth in  SCHEDULE  2.15.  There  is no  circumstance,
condition, event or arrangement which may hereafter give rise to any Liabilities
not in the ordinary course of business.

2.16     OPERATIONS  OF NEAH.  From  December 31, 2005 through the Closing Date,
NEAH has not and will not have:

         (a)      incurred any  indebtedness or borrowed  money,  except for the
Novellus Obligations and the Stockholders Debt;

         (b)      declared  or  paid  any  dividend  or  declared  or  made  any
distribution  of any kind to any  shareholder,  or made any  direct or  indirect
redemption,  retirement,  purchase  or other  acquisition  of any  shares in its
capital stock;

         (c)      made  any  loan  or  advance  to  any  shareholder,   officer,
director, employee,  consultant, agent or other representative or made any other
loan or advance otherwise than in the ordinary course of business;

         (d)      except in the ordinary course of business, incurred or assumed
any indebtedness or liability (whether or not currently due and payable);

         (e)      disposed of any assets of NEAH except in the  ordinary  course
of business, except as described in SCHEDULE 2.16;

         (f)      materially  increased the annual level of  compensation of any
executive employee of NEAH;

         (g)      increased,  terminated, amended or otherwise modified any plan
for the benefit of employees of NEAH;

         (h)      issued any equity  securities or rights to acquire such equity
securities; or

         (i)      except in the  ordinary  course of  business,  entered into or
modified any contract, agreement or transaction.

2.17     CAPITALIZATION.  The  authorized  capital  stock  of NEAH  consists  of
35,000,000  shares  of NEAH  Common  Stock,  $.001  per  share  par  value,  and
11,000,000 shares of NEAH Preferred Stock, of which (a) 7,990,457 shares of NEAH
Common  Stock and no shares of NEAH  Preferred  Stock are  presently  issued and
outstanding,  and (b) no shares of NEAH Preferred Stock are presently issued and
outstanding.  NEAH has not granted, issued or agreed to grant, issue or make any
warrants, options, subscription rights or any other commitments of any character
relating to the issued or unissued shares of capital stock of NEAH except as set
forth on SCHEDULE 2.3 attached hereto and made a part hereof.

2.18     STOCKHOLDER DEBT AND NOVELLUS OBLIGATIONS. As at the date hereof and at
the Effective Date of the Merger, the outstanding amount of all Stockholder Debt
is $142,400  and the  aggregate  amount owed by NEAH in respect of the  Novellus
Obligations is $150,000. Prior to or within five (5) Business Days following the
Effective Date, NEAH may incur  additional  Stockholder  Debt of up to $357,600.
SCHEDULE  2.18 lists the names and amounts owed by NEAH to all  stockholders  of
NEAH or their affiliates.

                                       11
<PAGE>

2.19     FULL  DISCLOSURE.  No  representation  or  warranty  by  NEAH  in  this
Agreement  or in any  document  or  schedule to be  delivered  by them  pursuant
hereto, and no written statement,  certificate or instrument  furnished or to be
furnished  by NEAH  pursuant  hereto  or in  connection  with  the  negotiation,
execution or performance  of this Agreement  contains or will contain any untrue
statement of a material  fact or omits or will omit to state any fact  necessary
to make any statement  herein or therein not materially  misleading or necessary
to a complete and correct  presentation of all material  aspects of the business
of NEAH.

SECTION 3.   REPRESENTATIONS AND WARRANTIES OF GROWTH

         GROWTH  hereby  represents  and  warrants as to itself and  Mergerco as
follows:

3.1      ORGANIZATION AND GOOD STANDING. GROWTH is a corporation duly organized,
validly  existing  and in good  standing  under the laws of the State of Nevada.
MERGERCO is a corporation  duly organized and validly existing under the laws of
the State of  Washington.  Each has the corporate  power to own its own property
and to carry on its business as now being  conducted and is duly qualified to do
business in any  jurisdiction  where so required  except where the failure to so
qualify would have no material negative impact.

3.2      CORPORATE  AUTHORITY.  Each has the corporate  power to enter into this
Agreement and to perform their respective obligations  hereunder.  The execution
and  delivery  of  this  Agreement  and  the  consummation  of the  transactions
contemplated  hereby  have been duly  authorized  by the Board of  Directors  of
GROWTH as required by Nevada law and the directors and  shareholders of MERGERCO
as required by Washington  law. The execution and  performance of this Agreement
will not  constitute a material  breach of any agreement,  indenture,  mortgage,
license or other  instrument or document to which GROWTH is a party and will not
violate  any  judgment,  decree,  order,  writ,  rule,  statute,  or  regulation
applicable to GROWTH or its  properties.  The execution and  performance of this
Agreement  will not violate or conflict  with any  provision  of the  respective
Articles of Incorporation or by-laws of GROWTH or MERGERCO.

3.3      CAPITALIZATION;  PURCHASE OF GROWTH SHARES BY NEAH  ASSOCIATES;  GROWTH
INITIAL FINANCING AND MERGER SHARES.

         (a)      As of the date of this  Agreement,  GROWTH  is  authorized  to
issue 100,000,000 shares of GROWTH Common Stock, $0.001 par value per share, and
no shares of GROWTH  Preferred  Stock,  of which (i) 5,240,767  shares of GROWTH
Common  Stock  and (ii) no  shares of GROWTH  Preferred  Stock  are  issued  and
outstanding.  As at the date of this Agreement:  (i) there are  approximately 90
shareholders  of record,  and no shares of GROWTH  Common  Stock (other than the
Series A Preferred  Conversion Shares) are reserved for issuance pursuant to any
convertible securities,  options or warrants. Prior to the Effective Time of the
Merger,  GROWTH shall effect a 2-for-1 stock split of its 5,240,767  outstanding
shares of GROWTH  Common  Stock so that the  existing  holders of GROWTH  Common
Stock, including the holders of publicly traded shares shall own an aggregate of
10,491,534 shares of GROWTH Common Stock.

         (b)      Immediately prior to the Effective Time of the Merger,  GROWTH
will amend its certificate of incorporation in accordance with EXHIBIT C hereto,
to authorize  for issuance an aggregate of  500,000,000  shares of GROWTH Common
Stock,  $0.001 par value per share,  and 25,000,026  shares of GROWTH  Preferred
Stock,  $0.001  par value per share,  of which an  aggregate  of (i)  10,491,534
shares of GROWTH  Common Stock and (ii)  6,500,000  shares of Series A Preferred
Stock shall be issued and outstanding immediately prior to the Effective Time of
the Merger.

         (c)      There are no outstanding warrants, issued stock options, stock
rights or other commitments of any character  relating to the issued or unissued
shares of either  Common  Stock or Preferred  Stock of GROWTH,  other than those
which are set forth in Section 3.3(d) below.

                                       12
<PAGE>

         (d)      Prior to the  Effective  Time of the  Merger,  GROWTH  and the
GROWTH  Principal   Stockholders  have  entered  into  the  Stock   Subscription
Agreement,  pursuant to which such GROWTH Principal  Stockholders shall purchase
6,500,000  shares of the Series A Preferred Stock from GROWTH.  On the Effective
Time of the Merger (i) the GROWTH Principal Stockholders shall be the record and
beneficial  owner of  6,500,000  shares  of  GROWTH  Series A  Preferred  Stock,
convertible into the Series A Preferred Conversion Shares pursuant to the Series
A  Preferred   Certificate  of  Designation,   and  (ii)  the  remaining  GROWTH
stockholders  (including  the holders of publicly  traded  shares)  shall own an
aggregate of 10,481,767  shares of  Fully-Diluted  GROWTH Common Stock,  or such
other number of shares as shall represent in the aggregate, 10.48% of the shares
of GROWTH  Fully-Diluted  Common  Stock to be issued  and  issuable  immediately
following the Effective Time of the Merger.

         (e)      On or prior to the Effective Time of the Merger,  GROWTH shall
have in its account and available for use for general corporate purposes of NEAH
not less than five hundred thousand dollars ($500,000).

         (f)      At the Closing,  the Merger  Shares to be issued and delivered
to the NEAH  Security  Holders  hereunder  will  when so issued  and  delivered,
constitute valid and legally issued shares of GROWTH Common and Preferred Stock,
fully paid and  nonassessable.  The Merger Shares issuable to such NEAH Security
Holders shall represent  approximately  25% of the GROWTH  Fully-Diluted  Common
Stock as at the Effective  Time of the Merger.  For the avoidence of doubt,  the
GROWTH  Fully-Diluted  Common Stock as at the Effective Time of the Merger shall
not mean or include any shares of GROWTH Common Stock  issuable upon exercise of
the Novellus Incentive Warrants; which issuance(s) shall dilute all stockholders
of GROWTH on a pro-rata basis.

3.4      GROWTH 2005 BALANCE SHEET AND LIABILITIES.

         (a)      SCHEDULE  3.4  consists  of a  statement  of  the  assets  and
liabilities of GROWTH as at December 31, 2005 (the "GROWTH 2005 BALANCE SHEET").
Except as set forth on the GROWTH 2005 Balance  Sheet or otherwise  disclosed on
SCHEDULE 3.4, since January 1, 2006, GROWTH has no other assets and has incurred
no other  liabilities,  debts  or  obligations,  whether  fixed,  contingent  or
otherwise  required to be set forth on a balance  sheet  prepared in  accordance
with GAAP. The books of account and other financial records of GROWTH are in all
respects  complete and correct in all material  respects and are  maintained  in
accordance with good business and accounting practices.

         (b)      GROWTH   disposed   of  all  of  its   operating   assets  and
liabilities,  effective  as of December  31,  2002,  and since such date has not
conducted any trade or business activities  whatsoever,  other than as set forth
on SCHEDULE 3.4 annexed hereto.

3.5      NO  MATERIAL  ADVERSE  CHANGES.  Except  as set forth on  SCHEDULE  3.5
hereto, since December 31, 2005, there has not been:

         (a)      any  material  adverse  changes in the  financial  position of
GROWTH except changes arising in the ordinary course of business,  which changes
will in no event  materially  and  adversely  affect the  financial  position of
GROWTH, and will be consistent with the representations made by GROWTH to NEAH.

         (b)      any  damage,  destruction  or loss  materially  affecting  the
assets,  prospective business,  operations or condition (financial or otherwise)
of GROWTH whether or not covered by insurance;

         (c)      any  declaration  setting  aside or payment of any dividend or
distribution  with respect to any  redemption or  repurchase  of GROWTH  capital
stock;

         (d)      any sale of an asset  (other  than in the  ordinary  course of
business) or any mortgage pledge by GROWTH of any properties or assets; or

         (e)      adoption  or  modification  of any  pension,  profit  sharing,
retirement, stock bonus, stock option or similar plan or arrangement.

                                       13
<PAGE>

         (f)      except in the ordinary course of business, incurred or assumed
any indebtedness or liability, whether or not currently due and payable;

         (g)      any loan or advance  to any  shareholder,  officer,  director,
employee,  consultant,  agent or other  representative or made any other loan or
advance otherwise than in the ordinary course of business;

         (h)      any material  increase in the annual level of  compensation of
any executive employee of GROWTH;

         (i)      except in the  ordinary  course of  business,  entered into or
modified any contract, agreement or transaction, except as described in SCHEDULE
3.5;

         (x)      issued  any  equity  securities  or rights to  acquire  equity
securities other than as set forth in SCHEDULE 3.5.

3.6      TAXES.  GROWTH has timely filed all material tax,  governmental  and/or
related  forms and reports (or  extensions  thereof) due or required to be filed
and has paid or made adequate provisions for all taxes or assessments which have
become due as of the Closing Date, and there are no deficiencies outstanding.

3.7      COMPLIANCE  WITH LAWS.  GROWTH has complied  with all  federal,  state,
county and local laws, ordinances, regulations,  inspections, orders, judgments,
injunctions,  awards or decrees applicable to it or its business,  which, if not
complied with,  would  materially and adversely affect the business of GROWTH or
the  trading  market for the  GROWTH  Shares  and  specifically,  and GROWTH has
complied with provisions for  registration  under the Securities Act of 1933 and
all  applicable  blue sky laws in connection  with its public stock offering and
there are no outstanding,  pending or threatened stop orders or other actions or
investigations relating thereto.

3.8      ACTIONS AND PROCEEDINGS.  GROWTH is not a party to any material pending
litigation or, to its knowledge,  any  governmental  proceedings  are threatened
against  GROWTH,  except as set forth on SCHEDULE 3.8 attached hereto and made a
part hereof.

3.9      PERIODIC  REPORTS.  GROWTH  has not  filed  forms or  reports  with the
Securities  and  Exchange  Commission  ("SEC")  since  2003  and has not  been a
reporting company under the Securities  Exchange Act of 1934, as amended,  since
that time.  Prior to such date, all such reports and statements  filed by GROWTH
with the SEC did not contain any untrue  statement of a material fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements therein, in light of the circumstance under which they were made, not
misleading.

3.10     DISCLOSURE.  GROWTH has (and at the Closing it will have)  disclosed in
writing  to NEAH all  events,  conditions  and facts  materially  affecting  the
business,  financial  conditions  or results of operation of GROWTH all of which
have  been set  forth  herein.  GROWTH  has not now and will  not  have,  at the
Closing,  withheld  disclosure of any such events,  conditions,  and facts which
they have knowledge of or have reasonable grounds to know may exist.

3.11     ACCESS TO RECORDS.  The corporate financial records,  minute books, and
other  documents and records of GROWTH have been made available to NEAH prior to
the Closing hereof.

3.12     NO BREACH.  The execution,  delivery and  performance of this Agreement
and the consummation of the transactions contemplated hereby will not:

         (a)      violate any  provision  of the  Articles of  Incorporation  or
By-Laws of GROWTH;

         (b)      violate,  conflict  with or result in the breach of any of the
terms  of,  result  in a  material  modification  of,  otherwise  give any other
contracting party the right to terminate, or constitute (or with notice or lapse
of time or both

                                       14
<PAGE>

constitute) a default under,  any contract or other agreement to which GROWTH is
a party or by or to which it or any of its assets or properties  may be bound or
subject;

         (c)      violate any order,  judgment,  injunction,  award or decree of
any court,  arbitrator or governmental  or regulatory  body against,  or binding
upon, GROWTH or upon the securities, properties or business to GROWTH; or

         (d)      violate any statute,  law or  regulation  of any  jurisdiction
applicable to the transactions contemplated herein.

3.14     BROKERS OR FINDERS.  No  broker's  or  finder's  fee will be payable by
GROWTH in connection with the transactions  contemplated by this Agreement,  nor
will any such fee be incurred as a result of any actions of GROWTH.

3.15     AUTHORITY TO EXECUTE AND PERFORM AGREEMENTS.  GROWTH has the full legal
right and power and all authority and approval  required to enter into,  execute
and deliver this Agreement and to perform fully its obligations hereunder.  This
Agreement  has been duly  executed  and  delivered  and is the valid and binding
obligation of GROWTH enforceable in accordance with its terms,  except as may be
limited by  bankruptcy,  moratorium,  insolvency or other similar laws generally
affecting the  enforcement of creditors'  rights.  The execution and delivery of
this Agreement and the consummation of the transactions  contemplated hereby and
the performance by GROWTH of this  Agreement,  in accordance with its respective
terms and conditions will not:

         (a)      require  the  approval  or  consent  of  any  governmental  or
regulatory body or the approval or consent of any other person;

         (b)      conflict  with or result in any breach or  violation of any of
the terms and  conditions of, or constitute (or with any notice or lapse of time
or both  would  constitute)  a default  under,  any  order,  judgment  or decree
applicable to GROWTH,  or any  instrument,  contract or other agreement to which
GROWTH is a party or by or to which GROWTH is bound or subject; or

         (c)      result in the creation of any lien or other encumbrance on the
assets or properties of GROWTH.

3.16     FULL  DISCLOSURE.  No  representation  or  warranty  by  GROWTH in this
Agreement  or in any  document  or  schedule to be  delivered  by them  pursuant
hereto, and no written statement,  certificate or instrument  furnished or to be
furnished  by GROWTH  pursuant  hereto or in  connection  with the  negotiation,
execution or performance  of this Agreement  contains or will contain any untrue
statement of a material  fact or omits or will omit to state any fact  necessary
to make any statement  herein or therein not materially  misleading or necessary
to complete and correct  presentation of all material aspects of the business of
GROWTH.

SECTION 4.  CONDITIONS PRECEDENT

4.1      CONDITIONS PRECEDENT TO THE OBLIGATION OF NEAH. All obligations of NEAH
and  the  NEAH  Security  Holders  under  this  Agreement  are  subject  to  the
fulfillment,  prior to or as of the Closing Date, as indicated below, of each of
the following conditions (any one of which may be waived at Closing by NEAH):

         (a)      The  representations  and warranties by or on behalf of GROWTH
contained in this Agreement or in any certificate or document delivered pursuant
to the  provisions  hereof shall be true in all  material  respects at and as of
Closing Date as though such  representations  and warranties were made at and as
of such time.

         (b)      GROWTH  shall have  performed  and  complied  in all  material
respects, with all covenants, agreements, and conditions set forth in, and shall
have  executed and  delivered  all  documents  required by this  Agreement to be
performed or complied  with or executed and delivered by them prior to or at the
Closing.

         (c)      On the Closing Date, an executive  officer of GROWTH or one of
the GROWTH  Principal

                                       15
<PAGE>

Stockholders  shall have delivered to NEAH a certificate,  duly executed by such
Person and certifying,  that to the best of such Person's  knowledge and belief,
the  representations  and  warranties of GROWTH set forth in this  Agreement are
true and correct in all material respects.

         (d)      On or  before  the  Closing,  the Board of  Directors  and the
shareholders  of GROWTH shall have approved,  in accordance with Nevada law, the
execution,  delivery and  performance of this Agreement and the  consummation of
the  transaction  contemplated  herein and  authorized  all of the necessary and
proper action to enable GROWTH to comply with the terms of the Agreement.

         (e)      The Merger  shall be permitted  by  Washington  law and GROWTH
shall have sufficient  shares of GROWTH Common Stock  authorized to complete the
Merger.

         (f)      At the Closing,  all  instruments  and documents  delivered to
NEAH and the  Shareholders  pursuant to  provisions  hereof shall be  reasonably
satisfactory to legal counsel for NEAH.

         (g)      At the Closing, GROWTH shall have delivered to NEAH an opinion
of counsel to GROWTH dated as of the Closing to the effect that:

                  (i)      GROWTH  is  a  corporation  duly  organized,  validly
existing and in good standing under the laws of the State of Nevada;

                  (ii)     This Agreement has been duly authorized, executed and
delivered by GROWTH and is a valid and binding  obligation of GROWTH enforceable
in accordance with its terms;

                  (iii)    GROWTH,  through  its  Board  of  Directors  and  its
shareholders,  has taken all corporate action under Nevada law that is necessary
for the performance by GROWTH of its obligations under this Agreement;

                  (iv)     The documents  executed and delivered to NEAH and the
NEAH Security  Holders  hereunder are valid and binding in accordance with their
terms, and the Merger Shares to be issued pursuant to Section 1.1 hereof will be
duly and validly issued, fully paid and non-assessable;

                  (v)      GROWTH has the  corporate  power to execute,  deliver
the Merger Shares and perform under this Agreement; and

                  (vi)     The capitalization of GROWTH as at the Effective Time
of the Merger is as set forth in Section 3.3 of this Agreement.

         (h)      The Merger Shares to be issued to the  Shareholders of NEAH at
Closing and the underlying Series A Preferred  Conversion Shares will be validly
issued,  nonassessable  and fully paid under the Nevada General  Corporation Law
and will be issued in a non-public  offering and exempt  merger  transaction  in
compliance  with all federal and state  securities  laws,  bearing a restrictive
legend, as is more fully set forth herein.

         (i)      An aggregate of not less than $500,000,  representing  the net
proceeds of the GROWTH Initial  Financing,  on substantially the terms set forth
in this  Agreement or on other terms as shall be acceptable to NEAH,  shall have
been  deposited in escrow on or before the Closing  Date with David Otto,  Esq.,
counsel to GROWTH,  which net  proceeds  shall be delivered to NEAH on or before
the Effective Time of the Merger.

         (j)      NEAH shall have  issued  notes or  agreements  evidencing  the
$150,000 of Novellus  Obligations and the Stockholders Debt and convertible into
the Novellus Shares and the Stockholder Loan Shares (anticipated to be a maximum
of 3,250,000  shares of GROWTH Common Stock),  all upon the terms and conditions
set forth in this Agreement.

                                       16
<PAGE>

         (k)      GROWTH and Novellus shall have entered into an agreement,  all
upon terms and  conditions  acceptable  to NEAH,  pursuant  to which the parties
shall  confirm  the terms of their  agreement  to renew,  assign  and extend the
Collaboration  Agreements between NEAH and Novellus (the "NOVELLUS COLLABORATION
AGREEMENTS").

         (l)      GROWTH shall have issued to GROWTH Principal  Stockholders the
shares of Series A  Preferred  Stock and the Series A Preferred  Certificate  of
Designation has been filed with the Secretary of State of the State of Nevada.

4.2      CONDITIONS  PRECEDENT TO THE OBLIGATIONS OF GROWTH.  All obligations of
GROWTH  under this  Agreement  are  subject to the  fulfillment,  prior to or at
Closing, of each of the following  conditions (any one of which may be waived at
Closing by GROWTH):

         (a)      The  representations  and warranties by NEAH contained in this
Agreement or in any certificate or document delivered pursuant to the provisions
hereof shall be true in all material respects at and as of the Closing as though
such representations and warranties were made at and as of such time;

         (b)      NEAH and the NEAH Security  Holders  shall have  performed and
complied with, in all material  respects,  with all covenants,  agreements,  and
conditions  set forth in, and shall have  executed and  delivered  all documents
required by this Agreement to be performed or complied or executed and delivered
by them prior to or at the Closing;

         (c)      On the  Closing  Date,  one of the  NEAH  Principal  Executive
Officers  shall have  delivered to GROWTH a  certificate,  duly executed by such
Person and certifying,  that to the best of such Person's  knowledge and belief,
the  representations and warranties of NEAH set forth in this Agreement are true
and correct in all material respects.

         (d)      The holders of a majority of the issued and outstanding shares
of NEAH Common Stock shall have approved, ratified and confirmed this Agreement,
the Merger and all of the transactions  contemplated  hereby,  all in accordance
with applicable Washington law.

         (e)      NEAH and all NEAH  Security  Holders  receiving  Merger Shares
shall deliver to GROWTH a letter  commonly known as an  "Investment  Letter," or
investment  representations  acknowledging  that the  Merger  Shares  and Merger
Conversion Shares are being acquired for investment purposes.

         (f)      The existing  employment  agreements for each of David Dorheim
and Arthur Homa, the President and CEO and Vice  President and Chief  Scientist,
respectively,  of NEAH shall  remain in full  force and effect and GROWTH  shall
guaranty the obligations of NEAH under such employment agreements.  On or before
the  Effective  Date of the Merger,  each of David Dorheim and Arthur Homa shall
have executed agreements in form and content acceptable to counsel to GROWTH, to
the  effect  that such  Persons  (i)  shall  waive  any  rights,  as a result of
consummation of the Merger,  to any  compensation or other payments by reason of
any  change of control  provisions  that may exist in their  present  employment
agreements  with NEAH, and (ii) shall waive and release each officer,  director,
shareholder,  agent or  employee of GROWTH from and against any claims that such
Persons may have in respect of  severance or other  compensation  arising out of
their employment with NEAH prior to March 1, 2006.

         (g)      An aggregate of not less than $500,000,  representing  the net
proceeds of the GROWTH Initial  Financing,  on substantially the terms set forth
in this Agreement or on other terms as shall be acceptable to GROWTH, shall have
been  deposited in escrow on or before the Closing  Date with David Otto,  Esq.,
counsel to GROWTH;  which net proceeds shall be delivered to GROWTH simultaneous
with the Effective Time of the Merger.

         (h)      NEAH shall have issued the Stockholder Warrants and agreements
evidencing  the  $150,000  of  Novellus  Obligations  and notes  evidencing  the
Stockholder  Debt,  which  Stockholder  Debt and Novellus  Obligations  shall be
AUTOMATICALLY  converted  into the Novellus  Shares  (anticipated  to be 750,000
shares of GROWTH Common

                                       17
<PAGE>

Stock) and  Stockholder  Loan Shares  (anticipated  to be a maximum of 2,500,000
shares of GROWTH  Common  Stock,  exclusive  of a maximum  additional  3,750,000
Stockholder Loan Shares  subsequently  issuable upon exercise of the Stockholder
Warrants), all upon the terms and conditions set forth in this Agreement.

         (i)      GROWTH and  Novellus  shall have  entered into an agreement to
confirm the terms of their  agreement  to renew,  assign and extend the Novellus
Collaboration Agreements.

         (j)      RETENTION OF KEY  EMPLOYEES.  GROWTH shall have received legal
or other  assurances  reasonably  satisfactory  to it that the key executive and
technical employees of NEAH shall have elected to continue their employment with
NEAH  subsequent  to the  Effective  Time of the  Merger;  it being  understood,
however,  that  any  such  commitments  shall  be  contingent  upon  the  timely
consummation of the GROWTH Financings.

SECTION 5.   COVENANTS

5.1      CORPORATE  EXAMINATIONS AND INVESTIGATIONS.  Prior to the Closing Date,
the parties  acknowledge  that they have been entitled,  through their employees
and  representatives,  to make such  investigation  of the  assets,  properties,
business and operations,  books, records and financial condition of the other as
they each may reasonably  require.  No investigations,  by a party hereto shall,
however, diminish or waive any of the representations,  warranties, covenants or
agreements of the party under this Agreement.

5.2      FURTHER ASSURANCES.  The parties shall execute such documents and other
papers and take such further actions as may be reasonably  required or desirable
to carry out the provisions  hereof and the  transactions  contemplated  hereby.
Each such party shall use its best efforts to fulfill or obtain the  fulfillment
of the conditions to the Closing,  including,  without limitation, the execution
and delivery of any  documents or other  papers,  the  execution and delivery of
which are necessary or appropriate to the Closing.

5.3      CONFIDENTIALITY.  In the event the  transactions  contemplated  by this
Agreement are not consummated,  GROWTH, the GROWTH Principal Stockholders,  NEAH
and the  NEAH  Principal  Executive  Officers  agree  to keep  confidential  any
information  disclosed  to each other in  connection  therewith  for a period of
three (3) years from the date hereof;  provided,  however, such obligation shall
not apply to information which:

         (i)      at the time of the disclosure was public knowledge;

         (ii)     is  required  to  be  disclosed   publicly   pursuant  to  any
                  applicable federal or state securities laws;

         (iii)    after the time of disclosure  becomes public knowledge (except
                  due to the action of the receiving party);

         (iv)     the receiving  party had within its  possession at the time of
                  disclosure; or

         (v)      is ordered disclosed by a Court of proper jurisdiction.

5.4      STOCK  CERTIFICATES.  At the Closing,  the NEAH Security  Holders shall
have delivered the  certificates  representing the NEAH Securities duly endorsed
(or with executed stock powers) so as to make GROWTH the sole owner thereof.  At
such Closing, GROWTH shall issue to the NEAH Security Holders the Merger Shares.

5.5      INVESTMENT  LETTERS.  The NEAH Securlty Holders receiving Merger Shares
shall have delivered to GROWTH an "Investment  Letter"  agreeing that the shares
are being acquired for investment  purposes only and not with the view to public
resale or distribution.

5.6      FILING OF CERTIFICATE OF MERGER. The Articles of Merger shall have been
filed in the office of the Secretary of State of the State of Washington.

                                       18
<PAGE>

5.7      COVENANT TO VOTE.  By execution of a separate  letter  agreement in the
form of EXHIBIT E annexed  hereto,  the  holders of a majority of the issued and
outstanding  voting  capital stock of NEAH,  voting  together as a single class,
shall  have  agreed,  subject  at all  times to the  satisfaction  of all of the
conditions to Closing set forth in Section 4.1 of this Agreement, to vote all of
their NEAH Securities entitled to vote at any regular or special meeting of NEAH
Security Holders, IN FAVOR of the Merger and all other transactions contemplated
by this Agreement and the Exhibits hereto.

5.8      BOARD OF DIRECTORS.  At the Effective  Time of the Merger,  the initial
Board of Directors of each of GROWTH and NEAH shall consist of five (5) persons,
three (3) of whom shall be members of the current  NEAH Board of  Directors  and
two (2) of whom  shall be the GROWTH  Principal  Stockholders  or other  Persons
designated by them. On or prior to the date on which GROWTH's Common Stock shall
be  traded  on the  NASD  OTC-Bulletin  Board  or  another  national  securities
exchange,  two  (2)  additional  persons  acceptable  to  the  GROWTH  Principal
Stockholders shall be added as independent directors (as defined in the Sarbanes
Oxley  Act of 2002 or rules  of the  stock  exchange  on  which  GROWTH  trades,
including a financial expert).

5.9      REAFFIRMATION  OF  NON-DISCLOSURE   AGREEMENT.  On  the  Closing  Date,
Novellus,  Intel and each of the NEAH Principal Executive Officers and other key
technical  employees  shall  reaffirm in writing the  non-disclosure  agreements
previously executed with NEAH.

5.10     CERTAIN CONSENTS REQUIRED. For so long as GROWTH Principal Stockholders
shall hold any shares of Series A  Preferred  Stock,  without the consent of the
GROWTH  Principal  Stockholders  or the two (2)  representatives  of the  GROWTH
Principal  Stockholders  on the  GROWTH  Board of  Directors  and NEAH  Board of
Directors, neither NEAH nor GROWTH shall:

         (a)      consummate the acquisition or purchase of any assets,  capital
stock or other  securities  of any  other  person,  firm,  corporation  or other
business, or enter into any binding agreements to do so; or

         (b)      consummate  the  sale of any  assets,  capital  stock or other
securities of GROWTH or any subsidiary  thereof,  including  NEAH, or enter into
any binding agreements to do so; or

         (c)      consummate any debt or equity financings in excess of $500,000
individually or in the aggregate, or enter into any binding agreements to do so;
or

         (d)      enter  into  any   employment   agreement  or  other  material
agreement with any executive, employee or consultant that cannot be cancelled or
terminated by GROWTH or NEAH within ninety (90) days of written  notice  without
further liability; or

         (e)      mortgage,  pledge or  otherwise  encumber any of the assets of
NEAH or GROWTH, or enter into any binding agreement to do so; or

         (f)      license or otherwise convey any of the  intellectual  property
of NEAH to any third party, or enter into any binding agreement to do so; or

         (g)      enter into any other  transaction  with  officer,  director or
other affiliate of NEAH or GROWTH.

Section 5.11      AUDIT  AND  FORM  10  REGISTRATION   STATEMENT.   As  soon  as
practicable  after the Closing,  NEAH shall have (a)  completed the audit of the
Unaudited 2005 Financial  Statements of NEAH by an auditor acceptable to GROWTH,
and (b) delivered to GROWTH a definitive  final draft of a Form 10  Registration
Statement  to register the shares of GROWTH  Common  Stock under the  Securities
Exchange Act of 1934, as amended;  which Form 10  Registration  Statement  shall
contain all appropriate disclosures of the business,  management,  risk factors,
capitalization  and principal security holders of GROWTH and its NEAH subsidiary
(after giving effect to the Merger), as shall be required under Section 12(g) of
the  Securities  Exchange  Act of 1934,  as amended  (the "FORM 10  REGISTRATION

                                       19
<PAGE>

STATEMENT").  Subject only to receipt of the consent of Grant  Thornton & Co. to
include the 2003 and 2004 Audited  Financial  Statements  in the filing,  GROWTH
shall  cause the Form 10  Registration  Statement  to be filed  with the SEC not
later than five (5) Business Days after the delivery of the items referred to in
clauses (a) and (b) above.  In  connection  with the  foregoing,  GROWTH and the
GROWTH Principal  Stockholders shall assist and cooperate with NEAH in complying
with the covenants set forth in this Section 5.11.

Section 5.12      LOCK-UP AGREEMENTS.  On the Effective Date of the Merger, each
of the GROWTH Principal Stockholders and the holders of a majority of the Merger
Shares shall execute and deliver to GROWTH  identical  agreements  (the "LOCK-UP
AGREEMENTS"), pursuant to which such Persons shall, INTER ALIA, agree (a) not to
effect  any  public  sales of their  GROWTH  Common  Stock for not less than six
months  following the Effective  Time of the Merger (or such longer time (not to
exceed 12 months from the Effective  Time) as my be required  after  negotiation
with the  investors in the GROWTH  Additional  Financing),  and (b) after twelve
months from the  Effective  Time of the Merger,  to the extent any Persons shall
elect to make  public  sales under Rule 144,  such  selling  stockholders  shall
effect sales every ninety (90) days in pro-rata  percentages of their respective
holdings in GROWTH Common Stock.  In the event that the purchasers of securities
in the GROWTH Additional Financing shall require any changes or modifications to
such  Lock-up  Agreements,  all  parties  to the  Lock-up  Agreements  agree  to
cooperate  in  order  to  facilitate   consummation  of  the  GROWTH  Additional
Financing;  PROVIDED,  that  all  such  parties  shall  be  treated  equally  in
connection with any such changes or modifications to the Lock-up  Agreement.  In
addition, should GROWTH file any registration statement under the Securities Act
of 1933, as amended,  to register  shares of GROWTH Common Stock for resale,  it
shall  register  for resale all shares of GROWTH  Common Stock owned by the NEAH
Security Holders if any Series A Conversion Shares are simultaneously registered
for resale on behalf of the GROWTH Principal Stockholders

Section 5.13      STOCK OPTION PLAN. Following the Effective Time of the Merger,
the board of  directors  of GROWTH  shall form a  compensation  committee of the
board of directors  which shall  propose an incentive  stock option plan for key
employees,  directors,  consultants and others providing  services to GROWTH and
NEAH,  pursuant to which up to 10,000,000 shares of GROWTH Common Stock shall be
authorized  for issuance upon such terms and  conditions as shall be recommended
by the  compensation  committee and approved by a majority of the members of the
board of  directors  (the "STOCK  OPTION  PLAN").  Such Stock  Option Plan shall
thereupon be submitted to the GROWTH stockholders for approval.

Section 5.14      INDEMNIFICATION OF OFFICERS AND DIRECTORS. It is the intention
of the Parties that GROWTH and NEAH shall  indemnify  its officers and directors
to the fullest extent permitted by Nevada and Washington law, as applicable.  In
such   connection,   the  Parties  agree  not  to  amend  the   certificates  of
incorporation  or by-laws of either GROWTH or NEAH if such amendment  shall have
the  effect of  reducing,  terminating  or  otherwise  adversely  affecting  the
indemnification  rights and  privileges  applicable to officers and directors of
each of GROWTH  and NEAH,  as the same are in  effect  immediately  prior to the
Effective Time of the Merger.

SECTION 6.   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

         Notwithstanding any right of either party to investigate the affairs of
the other  party and its  Shareholders,  each  party has the right to rely fully
upon  representations,  warranties,  covenants and agreements of the other party
and its Shareholders contained in this Agreement or in any document delivered to
one by the  other  or any of  their  representatives,  in  connection  with  the
transactions   contemplated  by  this  Agreement.   All  such   representations,
warranties,  covenants and  agreements  shall survive the execution and delivery
hereof and the closing hereunder for 3 years following the Closing.

SECTION 7. DOCUMENTS AT CLOSING AND THE CLOSING

7.1      DOCUMENTS AT CLOSING. At the Closing, the following  transactions shall
occur, all of such transactions being deemed to occur simultaneously:

                                       20
<PAGE>

         (a)      NEAH will deliver,  or will cause to be  delivered,  to GROWTH
the following:

                  (i)      a certificate executed by the President and Secretary
                           of NEAH to the effect  that all  representations  and
                           warranties made by NEAH under this Agreement are true
                           and  correct  as of the  Closing,  the same as though
                           originally given to GROWTH on said date;

                  (ii)     a certificate  from the State of Washington  dated at
                           or about  the  Closing  to the  effect  that  NEAH is
                           validly existing under the laws of said State;

                  (iii)    Investment  Letters or investment  representations in
                           the form executed by each NEAH Shareholder;

                  (iv)     Stock certificates  representing those shares of NEAH
                           to be cancelled and exchanged for the Merger Shares.

                  (v)      all other items, the delivery of which is a condition
                           precedent to the obligations of GROWTH,  as set forth
                           in Section 4.

         (b)      GROWTH will  deliver or cause to be  delivered to NEAH and the
NEAH SECURITY HOLDERS:

                  (i)      stock certificates  representing all Merger Shares to
                           be issued as a part of the  Merger  as  described  in
                           Section I hereof;

                  (ii)     a certificate  from GROWTH  executed by the President
                           or  Secretary  of  GROWTH,  to the  effect  that  all
                           representations  and  warranties of GROWTH made under
                           this  Agreement  are  true  and  correct  as  of  the
                           Closing,  the same as though originally given to NEAH
                           on said date;

                  (iii)    certified  copies of  resolutions  by GROWTH Board of
                           Directors   authorizing  this  transaction;   and  an
                           opinion of GROWTH  counsel as  described in Section 4
                           above;

                  (iv)     certificates from the Nevada Secretary of State dated
                           at or about the  Closing  Date that GROWTH is in good
                           standing under the laws of said State;

                  (v)      all other items, the delivery of which is a condition
                           precedent to the obligations of NEAH, as set forth in
                           Section 4 hereof.

SECTION 8.   MISCELLANEOUS

8.1      WAIVERS. The waiver of a breach of this Agreement or the failure of any
party  hereto  to  exercise  any  right  under  this  Agreement  shall in no way
constitute waiver as to future breach whether similar or dissimilar in nature or
as to the exercise of any further right under this Agreement.

8.2      AMENDMENT.  This  Agreement  may be  amended  or  modified  only  by an
instrument  of equal  formality  signed by the  parties  or the duly  authorized
representatives of the respective parties.

8.3      ASSIGNMENT.  This  Agreement is not  assignable  except by operation of
law.

8.4      NOTICE. Until otherwise specified in writing, the mailing addresses and
fax numbers of the parties of this Agreement shall be as follows:

                                       21
<PAGE>

                  To: GROWTH:

                           GROWTH MERGERS, INC.
                           2533 North Carson Street
                           Carson City, NV 89706
                           Attn:  Mark Smith, President and CEO

                  cc:      David Otto, Esq.
                           The Otto Law Group, PLLC
                           601 Union Street, Suite 4500
                           Seattle, Washington 98101

                           -and-

                           Stephen A. Weiss, Esq.
                           Hodgson Russ, LLC
                           60 East 42nd Street
                           37th Floor
                           New York, NY 10165
                           (212) 661-3535

                  To: NEAH AND THE NEAH PRINCIPAL EXECUTIVE OFFICERS:

                           NEAH Power Systems, Inc.
                           22122 20th Avenue, S.E., Suite 161
                           Bothell, Washington 98201
                           Attn:  David Dorheim, President and CEO

         cc:               Laura T. Puckett, Esq.
                           DLA Piper Rudnick Gray Cary US LLP
                           701 Fifth Avenue, Suite 7000
                           Seattle, WA  98104-7044


Any notice or statement  given under this Agreement shall be deemed to have been
given if sent by  registered  mail  addressed  to the other party at the address
indicated  above or at such other  address  which shall have been  furnished  in
writing to the addressor.

8.5      GOVERNING  LAW.  This  Agreement  shall  be  construed,  and the  legal
relations  between the parties  determined,  in accordance  with the laws of the
State of Washington, thereby precluding any choice of law rules which may direct
the application of the laws of any other jurisdiction.

8.6      ARBITRATION.  The  parties  hereby  agree that any  dispute or cause of
action arising under this Agreement shall be settled by arbitration conducted by
one arbitrator.  The arbitrator shall be acceptable to both NEAH and GROWTH.  If
an arbitrator  cannot be agreed upon as provided in the preceding  sentence,  an
arbitrator will be appointed by Judicial  Dispute  Resolution,  LLC, in Seattle,
Washington.  The  arbitrator  shall  set a limited  time  period  and  establish
procedures designed to reduce the cost and time for discovery while allowing the
parties an  opportunity,  adequate in the sole  judgment of the  arbitrator,  to
discover relevant information from the opposing parties about the subject matter
of the  dispute.  The  arbitrator  shall  rule upon  motions  to compel or limit
discovery and shall have the authority to impose sanctions, including attorneys'
fees and costs, to the same extent as a court of competent law or equity, should
the  arbitrator   determine  that  discovery  was  sought  without   substantial
justification  or that discovery was refused or objected to without  substantial
justification.  The  decision of the  arbitrator  shall be written,  shall be in
accordance with  applicable law and with this Agreement,  and shall be supported
by written  findings  of fact and  conclusion  of law which  shall set forth the
basis for the decision of the  arbitrator.  Any such  arbitration  shall be held
exclusively in King County, Washington.

                                       22
<PAGE>

8.7      PUBLICITY.   No  publicity  release  or  announcement  concerning  this
Agreement  or the  transactions  contemplated  hereby  shall be issued by either
party hereto at any time from the signing  hereof  without  advance  approval in
writing of the form and substance by the other party.

8.8      ENTIRE AGREEMENT.  This Agreement (including the Exhibits and Schedules
to be attached hereto) and the collateral agreements executed in connection with
the  consummation  of the  transactions  contemplated  herein contain the entire
agreement  among the  parties  with  respect  to the  transactions  contemplated
hereby,  and  supersedes  all prior  agreements,  written or oral,  with respect
hereof.

8.9      HEADINGS.  The headings in this  Agreement are for  reference  purposes
only and shall not in any way  affect  the  meaning  or  interpretation  of this
Agreement.

8.10     SEVERABILITY OF PROVISIONS.  The invalidity or  unenforceability of any
term, phrase, clause, paragraph,  restriction,  covenant, agreement or provision
of this  Agreement  shall in no way affect the  validity or  enforcement  of any
other provision or any part thereof.

8.11     COUNTERPARTS.   This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which when so executed, shall constitute an original copy
hereof, but all of which together shall consider but one and the same document.

8.12     BINDING EFFECT. This Agreement shall be binding upon the parties hereto
and inure to the benefit of the parties, their respective heirs, administrators,
executors, successors and assigns.

8.13     PRESS  RELEASES.  The parties will mutually agree as to the wording and
timing of any  informational  releases  concerning this transaction prior to and
through Closing.

[THE BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK - SIGNATURE PAGES FOLLOW]

                                       23
<PAGE>

IN WITNESS  WHEREOF,  the parties have executed this Agreement on the date first
above written.

ATTEST:                                     GROWTH MERGERS, INC.
                                            a Nevada corporation


________________________                    By:   /s/ David Otto
                                                  --------------
___________, Secretary                            David Otto, President

                                            GROWTH ACQUISITION CORP
                                            a Washington corporation


________________________                    By:   /s/ David Otto
Secretary                                         --------------
                                                  David Otto, President

ATTEST:                                     NEAH POWER SYSTEMS, INC.
                                            a Washington corporation


________________________                    By:   /s/ David W. Dorheim
Secretary                                         --------------------
                                                  David W. Dorheim,
                                                  President and CEO


                                                  SUMMIT TRADING LIMITED


                                            By:   /s/ Richard Fixaris
                                                  -------------------
                                                  Richard Fixaris,
                                                  Authorized Signatory


                                            SPECIAL INVESTMENTS ACQUISITIONS
                                            ASSOCIATES LLC


                                            By:   /s/ Paul Abramowitz
                                                  -------------------
                                                  Paul Abramowitz, Manager

                                       24
<PAGE>

         EXHIBITS

A        Certificate of Merger

B        Series A Preferred Certificate of Designations

C        Restated GROWTH Certificate of Incorporation

D        Restated GROWTH By-Laws

E        Agreement of NEAH Security Holders to Vote

SCHEDULES

         NEAH SCHEDULES

2.1      NEAH Warrants and Options currently in existence

2.4      NEAH Financial Statements

2.10     NEAH Claims, Litigation, Government actions pending

2.11     NEAH Significant contracts

2.12     NEAH Brokers Agreements due by NEAH contract

2.13     NEAH List of Real Estate Owned and List of Leases:

2.14     NEAH List of exceptions to the Tangible Assets on balance sheets.

2.15     NEAH List of undisclosed Liabilities

2.17     NEAH List of Subsidiaries

         GROWTH SCHEDULES

3.4      GROWTH Financial Statements

3.5      List of  transactions  of GROWTH for  contracts  and in which stock has
         been issued or committed

3.8      GROWTH List of Pending Actions not disclosed in financial statements

                                       25