AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER (the  "Agreement")  is entered into as of
the 10th day of May,  2000,  by and among Genus  International  Corporation,  a
Delaware  corporation  ("GIC") and  Phillips  44,  Inc.,  a Wyoming  corporation
("P44")

     WHEREAS, GIC is authorized to issue up to 2,000,000 shares of common stock,
no par value  ("GIC  Common  Stock")  of which  1,278,480  shares are issued and
outstanding; and

     WHEREAS P44 is authorized to issue up to 50,000,000 shares of common stock,
$.001  par  value  ("P44  Stock");  of  which  780,000  shares  are  issued  and
outstanding; and

     WHEREAS the respective  Boards of Directors of GIC and P44 believe it to be
in the best interests of their respective  corporations and shareholders for GIC
to  merge  with  and  into  P44  (P44  and  GIC  sometimes  referred  to as  the
"Constituent  Corporations") upon the terms and conditions herein contained; and
in connection therewith have each adopted, approved and authorized the execution
and delivery of this Agreement and Plan of Merger (the "Agreement"); and

     WHEREAS, the Board of Directors of P44 has submitted this Agreement and the
subject merger to its shareholders for approval as required by the corporate law
of the State of Wyoming.

     NOW   THEREFORE,   in   consideration   of  the  premises  and  the  mutual
representations,  warranties,  covenants and agreements  herein  contained,  the
parties hereto do hereby agree as follows:

                                    I. MERGER


         1.01 EFFECTIVE TIME. The merger contemplated by this Agreement shall be
effective on the date and time that the  Certificate of Merger is filed with the
Secretary of State of the State of Delaware (the "Effective Time").

         1.02 MERGER.  Upon the terms and subject to the conditions set forth in
this Agreement,  and in accordance with the General Corporation Law of the State
of Delaware (the "GCL") and the  corporation  laws of the State of Wyoming,  GIC
shall be merged with and into P44 at the Effective  Time (the  "Merger").  As of
the Effective Time, the separate corporate  existence of GIC shall cease and P44
shall continue as the surviving  corporation (the "Surviving  Corporation")  and
shall succeed to and assume all the rights and  obligations of GIC in accordance
with the GCL and the laws of Wyoming.  Without  limiting the  generality  of the
foregoing:

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                  (a) P44, as the  surviving  corporation,  shall  continue  its
corporate existence under the laws of the State of Wyoming and shall possess all
of the rights,  privileges,  immunities,  powers, franchises and authority (both
public and private) of, and be subject to all of the restrictions,  disabilities
and duties of, P44 and GIC;

                  (b) all of the  assets  and  property  of GIC of  every  kind,
nature  and  description  (real,  personal  and  mixed  and  both  tangible  and
intangible) and every interest therein,  wheresoever located,  including without
limitation  all debts or other  obligations  belonging  or due to GIC, all stock
subscriptions, claims and chooses in action shall be and be deemed to be vested,
absolutely and unconditionally in P44 (to the same extent,  degree and manner as
previously vested in GIC);

                  (c) all debts and  obligations of GIC, all rights of creditors
of GIC and all liens  encumbering any of the property of GIC vested in P44 shall
remain in full force and effect without  modification or impairment and shall be
and be deemed to be enforceable  against P44 and its assets and properties  with
the same full force and effect as if such debts,  obligations  or liens had been
originally incurred or created by P44 in its own name and for its own behalf.

         1.03 CLOSING.  Subject to the satisfaction or waiver of the last of the
conditions  set forth in Article VI hereof,  the closing of the Merger will take
place at 10:00 am on May 10,  2000,  at the offices at 515 Madison  Avenue,  New
York,  New York or at such other time and place as the parties to this Agreement
shall agree (the "Closing  Date").  Subject to the terms and  conditions of this
Agreement, on the Closing Date: (a) the parties hereto shall each deliver to the
other the  documents,  agreements,  payments  and  consideration  required to be
delivered by each to the other party hereto as herein expressly provided and (b)
the  Constituent  Corporations  shall execute two originals of a Certificate  of
Merger  in the  forms  required  for  filing  with the  Secretary's  of State of
Delaware and Wyoming, which Certificates of Merger shall be filed by the parties
with  the  Secretary's  of State  of  Delaware  and  Wyoming  immediately  after
execution  on the Closing  Date.  Subsequent  to the Closing the parties  hereto
shall  thereafter  execute,  acknowledge,  deliver  and/or record such other and
further instruments, documents or certificates and/or take an perform such other
and further actions as may be required to effect and/or implement the merger.

         1.04     NAME.  Articles  of  surviving  corporation  amended to change
name.  The name  of  the Surviving  Corporation  shall  be "Genus  International
Corporation."

         1.05 CONSTITUTIONAL DOCUMENTS, DIRECTORS AND OFFICERS.  On  and  as  of
the Effective Time:

                  (a) The  Certificate of  Incorporation  of P44 on such date in
full force and effect shall be the Certificate of  Incorporation  of P44, as the
surviving  corporation,  until the same  shall be  altered,  amended,  modified,
terminated or rescinded in the manner provided by Wyoming laws;  which rights of
alteration,  amendment,  modification,  termination and/or rescission are hereby
expressly reserved by P44;

                  (b) The  By-Laws of P44 on such date in full force and effect,
shall be the By- Laws of P44, as the surviving corporation, until the same shall
be altered, amended, modified, terminated or rescinded in the manner provided in
the Certificate of Incorporation and/or Wyoming

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laws; which rights of alteration,  amendment,  modification,  termination and/or
rescission are hereby expressly reserved by P44;

                  (c) The members of the Board of Directors, and the officers of
P44, the Surviving  Corporation,  shall consist of the directors and officers of
GIC  immediately  prior to the  Effective  Time;  each to serve in such capacity
until the earlier of their  resignation or removal or until their successors are
duly elected and qualified.

         1.06     PRINCIPAL  OFFICE. The  principal  office  of  the   Surviving
Corporation shall be the principal office of GIC of the Effective Time, which is
1237 South Val Vista Drive, Mesa, Arizona 85204.


              II. EFFECT OF MERGER ON CAPITAL STOCK OF CONSTITUENT
                     CORPORATIONS - EXCHANGE OF CERTIFICATES

         2.01  CONVERSION OF CAPITAL STOCK OF GIC. As of the Effective Time, the
shares of GIC Stock shall be converted and  exchanged  into shares of P44 Common
Stock and cash consideration in the following manner:

                  (a) Each issued and  outstanding  share of GIC Stock shall, by
virtue of the merger and without  any action on the part of the holder  thereof,
be converted and exchanged  into one fully paid and  nonassessable  share of P44
Common Stock;

                  (b)  After the  Effective  Time,  each  holder,  other  than a
Dissenting  Shareholder,  of an  outstanding  certificate  which  prior  to  the
Effective Time represented  shares of GIC Stock shall surrender such certificate
("Old  Certificate")  to P44,  and such  holder  shall  be  entitled  upon  such
surrender  to receive in  exchange  therefor a  certificate  for that  number of
shares of P44  Common  Stock  which such  holder is  entitled  to receive  under
Section 2.01(a)(i) of this Agreement.  Until surrendered as contemplated by this
sub-section, each Old Certificate for shares of GIC Stock shall be deemed at all
times after the  Effective  Time to represent  and evidence  (for all  corporate
purposes) that number of shares of P44 Common Stock into which the shares of GIC
Stock theretofore  represented by such Old Certificate shall have been converted
pursuant to Section  2.01(a)(i)  hereof.  From and after the Effective  Time the
sole rights of the holders of Old Certificates  representing shares of GIC Stock
shall be those to which they are  entitled  as owners of P44  Common  Stock into
which the  shares  of GIC Stock  evidenced  by such Old  Certificates  have been
converted as herein provided;

                  (d)   Notwithstanding   anything  in  this  Agreement  to  the
contrary,  any issued and  outstanding  shares of GIC Stock held by a person who
complies  with all of the  provisions of Delaware law  concerning  the rights of
holders  of GIC Stock to object to the  Merger and  require  appraisal  of their
shares ("Dissenting Shares" and "Dissenting  Shareholders",  as the case may be)
shall not be  converted  as  described  in Section  2.01(a)  but shall,  instead
entitle the holder thereof to receive such consideration as may be determined to
be due to such  Dissenting  Shareholder  pursuant to Delaware law. If, after the
Effective Time, such Dissenting Shareholder withdraws his demand

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for  appraisal  or fails to perfect or  otherwise  loses his right of  appraisal
pursuant to Delaware  law, each of his shares shall be deemed to be converted as
of the Effective time into the P44 Common Stock specified in ss.2.01(a).


                   III. REPRESENTATIONS AND WARRANTIES OF P44

         In order to induce GIC to execute and perform this Agreement,  P44 does
hereby   represent,   warrant,   covenant  and  agree  (which   representations,
warranties, covenants and agreements shall be and be deemed to be continuing and
survive  the  execution  and  delivery  of this  Agreement,  the Closing and the
Effective Time) as follows:

         3.01     ORGANIZATION AND QUALIFICATION

                  (a) P44 is a corporation duly organized, validly existing, and
in good  standing  under  the laws of  Wyoming,  with all  requisite  power  and
authority to own, lease, license, and use its properties and assets and to carry
on the  business in which it is now engaged.  P44 is duly  qualified to transact
the  business  in which  it is  engaged  and is in good  standing  as a  foreign
corporation in every jurisdiction in which its ownership, leasing, licensing, or
use  of  property  or  assets  or  the  conduct  of  its  business   makes  such
qualification necessary.

                  (b) P44 has furnished to GIC its Certificate of  Incorporation
and  By-Laws,  as  presently  in  effect,  certified  by  the  Secretary  of the
corporation.  P44 is not in material  violation or breach of, or in default with
respect to, any term of its Certificate of Incorporation or By-Laws.

         3.02  CAPITALIZATION  The  authorized  capital stock of P44 consists of
50,000,000  shares of P44 Common  Stock of which  780,000  shares are issued and
outstanding.

         3.03  AUTHORITY P44 has all  requisite  power and authority to execute,
deliver, and perform this Agreement.  All necessary corporate proceedings of P44
have been or as of the Effective Time will have been duly taken to authorize the
execution,  delivery,  and  performance of this Agreement by P44. This Agreement
has been duly authorized, executed, and delivered by P44, constitutes the legal,
valid,  and  binding  obligation  of,  P44,  and  is  enforceable  as to  P44 in
accordance with its terms subject, as to enforcement of remedies,  to applicable
bankruptcy, insolvency, reorganization,  moratorium and other laws affecting the
rights of creditors generally and the discretion of courts in granting equitable
remedies.  Except for the provisions of the Wyoming Revised  Statutes  governing
the filing of the Certificate of Merger,  no consent,  authorization,  approval,
order,  license,  certificate,  or permit of or from, or  declaration  or filing
with, any federal, state, local, or other governmental authority or any court or
other tribunal is required by P44 for the execution, delivery, or performance of
this Agreement by P44.

         3.04 P44  COMMON  STOCK  All of the  shares of P44  Common  Stock to be
issued by P44 pursuant to this  Agreement  shall be and be deemed to be duly and
validly  authorized and, when issued to the  shareholders of GIC in exchange for
their GIC Stock, duly and validly issued, fully paid

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<PAGE>

and  nonassessable  and free and clear of all federal and state issuance,  stock
and/or company taxes, liens, claims, encumbrances and charges.

         3.05  CERTIFICATE  The  representations,   warranties,   covenants  and
agreements of P44 contained in this Agreement,  including,  without  limitation,
those  contained  in this  Article  III,  are true,  accurate and correct in all
respects  as of the date  hereof and shall be true,  accurate  and  correct  and
complete,  in all  respects,  as of the  Closing;  and at the  Closing P44 shall
deliver to GIC a  certificate,  executed by the chief  executive  officer of P44
remaking, on behalf of P44, each of the representations,  warranties,  covenants
and agreements of P44 set forth in this Agreement, including without limitation,
those set forth in this Article III. hereof.

         3.06     FINANCIAL STATEMENTS AND CONDITION

                  (a) P44 has delivered to GIC a true, correct and complete copy
of its Form 10-SB dated July 28, 1999 ("Registration  Statement") filed pursuant
to the Securities Exchange Act of 1934, as amended (the "34 Act") which contains
therein the audited  balance sheet,  statement of income,  statement of retained
earnings,  and  statement  of cash flows of P44 for the fiscal year ended August
31, l999 (the "Audited Financial Statements").

                  (b) At or prior to the Closing,  P44 shall have filed its Form
10Q for the  period  ended  November  30,  l999  including  unaudited  financial
statements ("Interim  Statements",  the Audited Financial Statements and Interim
Statements collectively the "Financial Statements").

                  (c) The Financial  Statements were prepared in accordance with
generally  accepted   accounting   principles  ("GAAP")   consistently   applied
throughout the period involved,  are true,  correct and complete in all material
respects,  are in  accordance  with the  books  and  records  of P44 and  fairly
present (and will fairly present) together with the notes thereto, the financial
position and results of operations of P44 for the periods therein indicated.

                  (d) Since the dates of the  Financial  Statements,  there have
not been, nor prior to the Closing will there be, any material  adverse  changes
in the business or condition, financial or otherwise, of P44.

         3.07 TAX AND OTHER  LIABILITIES  P44 has no  liability  of any  nature,
accrued,  absolute  or  contingent,   secured  or  unsecured  including  without
limitation  liabilities  for payroll and other employee taxes,  federal,  state,
local,  or foreign taxes or  liabilities  to customers or suppliers,  other than
liabilities  which are  reflected  on the  Financial  Statement.  Except for the
liabilities  included  on the  Financial  Statement,  as of  the  date  of  such
Financial Statement, P44 had no liabilities,  either fixed or contingent,  which
would have been required to be recorded  under GAAP as of such date,  and to the
knowledge  of P44 no such  liabilities,  other than  liabilities  arising in the
ordinary  course of business  and/or  pursuant to this  Agreement  have  accrued
and/or will accrue  between such date and the Effective  Time. P44 has filed all
federal,  state,  municipal and local tax returns  (whether  relating to income,
sales, franchise,  withholding, real or personal property or otherwise) required
to be filed under the laws of the United States and all applicable  states,  and
has paid in full all taxes which are due  pursuant to such returns or claimed to
be due by any taxing authority or otherwise due and owing. No penalties or other
charges are or will become due with respect to the late filing of

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<PAGE>

any such return.  To the best of the knowledge of P44, after due  investigation,
each such tax return  heretofore filed by P44 correctly and accurately  reflects
the amount of its tax liability thereunder. P44 has withheld, collected and paid
all other  levies,  assessments,  license fees and taxes to the extent  required
and,  with respect to payments,  to the extent that the same have become due and
payable;

         3.08 LITIGATION AND CLAIMS There is no litigation,  arbitration, claim,
governmental or other proceeding (formal or informal),  or investigation pending
or, or to the  knowledge  of P44  threatened,  with respect to P44 or any of its
business, properties, or assets.

         3.09  PROPERTIES As of the Effective  Time, P44 will have good title to
all  properties and assets used in its business or owned by it free and clear of
all  liens,  claims,  mortgages,   security  interests,  pledges,  charges,  and
encumbrances.

         3.10  CONTRACTS AND OTHER  INSTRUMENTS  P44 is not a party to nor it or
its assets bound by any agreement of any kind,  nature or description  except as
set forth in the Registration Statement. P44 is not in breach or violation of or
default under any contract or instrument to which P44 is a party and/or by which
its assets are bound;  and no event has occurred which with the lapse of time or
action by a third party could  result in a breach or  violation of or default by
P44 under any contract or other  instrument  to which P44 is a party of by which
it or any of its  assets  are  bound  or  affected,  nor is there  any  court or
regulatory order pending against or affecting P44 and/or any of its assets.  P44
is not a party to any agreement performable in the future

         3.11  EMPLOYEES P44 has no employees  and no welfare  benefit plans (as
defined in Section 3(3) of the Employee  Retirement  Income Security Act of 1974
("ERISA") or otherwise of any kind, nature or description.

         3.12 PRE CLOSING ACTIVITY P44 shall not enter  into or  consummate  any
transactions  prior to the Closing other than in the ordinary course of business
and will pay no dividend, or increase the compensation of any officer,  director
or employee and will not enter into any  transaction  or  agreement  which would
adversely affects its financial condition.  P44 shall deliver to GIC or prior to
the Closing  copies of any and all  reports  relating  to the  financial  and/or
business condition of P44 which are created or published  subsequent to the date
hereof together with any reports or  communications  sent to the stockholders of
P44 subsequent to the date hereof.

         3.13  ACCURACY  No  statement,  representation  or  warranty  contained
herein,  in  any  certificate   delivered   pursuant  to  this  Agreement,   the
Registration  Statement and/or in any report filed with the Securities  Exchange
Commission (the "Commission") contains or will contain any untrue statement of a
material  fact or  omits to state  any  material  fact  necessary  to make  such
statement, representation or warranty not misleading.

         3.14 FILINGS P44 has delivered (or will deliver,  prior to the Closing)
to  GIC  true,  correct  and  complete  copies  of  the  Registration  Statement
(including exhibits) together with each of its other reports to shareholders and
filings with the Commission for the year ended December 31, l999 and through the
date of the  Closing.  P44 has duly and timely  filed  (and  will,  prior to the
Closing duly and timely  file) all reports  required to be filed by it under the
Securities Act of l933,

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as amended ("33Act") and the 34 Act (collectively the "Federal Securities Laws")
None of the foregoing  reports nor any reports sent to the  shareholders  of GIC
contained any untrue statement of material fact or omitted to state any material
fact required to be stated  therein or necessary to make the  statements in such
reports,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.

         3.15 BOARD  ACTION  During the period  from the date  hereof  until the
Closing  there  shall not be taken an action  by the Board of  Directors  of P44
without the prior written consent of GIC in each instance.

                    IV. REPRESENTATIONS AND WARRANTIES OF GIC

         In order to induce P44 to execute and perform this Agreement,  GIC does
hereby   represent,   warrant,   covenant  and  agree  (which   representations,
warranties, covenants and agreements shall be and be deemed to be continuing and
survive  the  execution  and  delivery  of this  Agreement,  the Closing and the
Effective Time) as follows:

         4.01   ORGANIZATION  AND  GOOD  STANDING  GIC  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware  with full power and  authority to own or lease its  properties  and to
carry on its business as presently  being  conducted  and enter into and perform
each  of the  transactions,  covenants  and  agreements  provided  for  in  this
Agreement.

         4.02 EXECUTION AND PERFORMANCE  AUTHORIZED The execution,  delivery and
performance  of this  Agreement and all other  documents and related  agreements
contemplated  hereunder,  have been duly approved by GIC board of directors  and
shareholders;  such  execution and delivery and the  consummation  by GIC of the
transactions,  covenants and  agreements  contemplated  hereunder have been duly
authorized  by the  taking of all  necessary  corporate  action;  and no further
action is required  to be taken by law and/or  pursuant  to the  certificate  of
incorporation,  by-laws or otherwise of GIC to authorize the execution, delivery
and/or  performance of this Agreement,  and/or the taking of all action required
to be taken by GIC with respect to this  Agreement and the  consummation  of the
transactions  and  performance  of  this  Agreement  and  the  other  agreements
contemplated  hereunder.  The  Agreement  and the other  documents  contemplated
hereunder, are valid and binding and fully enforceable against GIC in accordance
with  their  respective  terms,  subject,  as to  enforcement  of  remedies,  to
applicable  bankruptcy,  insolvency,  reorganization,  moratorium and other laws
affecting  the rights of creditors  generally  and the  discretion  of courts in
granting  equitable  remedies.  No  consent,  authorization,   approval,  order,
license,  certificate,  or permit of or from, or declaration or filing with, any
federal,  state,  local, or other  governmental  authority or any court or other
tribunal is required by GIC for the execution,  delivery, or performance of this
Agreement and the other agreements referred to herein.

         4.03 ABSENCE OF LITIGATION There is no action,  lawsuit,  proceeding or
investigation  of any kind or nature  pending or, to its  knowledge,  threatened
against GIC before any court,  tribunal or administrative  agency or board which
it reasonably expects, individually or in the aggregate, to

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materially and adversely: (a) affect the solvency of GIC, (b) affect its ability
to perform hereunder, or (c) render any one or more of this Agreement and/or any
of the  agreements  referred  to herein  and/or  the  transactions  contemplated
hereunder void or voidable.

         4.04 NO OTHER DEFAULT The execution and delivery of this  Agreement and
the  other  agreements   referred  to  herein,   and  the  consummation  of  the
transactions contemplated hereunder will not conflict with or violate or require
any  consent  under  and  will  not  result  in any  breach  or  termination  of
certificate of  incorporation or by-laws of GIC, or any other agreement to which
GIC is a party or by which its  properties  are subject or by which it is bound.
GIC is not in violation  of, or in default  under,  (i) any term or provision of
its  constitutional  documents;  (ii)  any  material  term or  provision  or any
financial  covenant of any indenture,  mortgage,  contract,  commitment or other
agreement  or  instrument  to  which  it is a party or by which it or any or its
properties  or business is or may be bound or  affected;  or (iii) any  existing
applicable law, rule, regulation,  judgment, order or decree of any governmental
agency or court, domestic or foreign,  having jurisdiction over it or any of its
properties or business. GIC owns, possesses or has obtained all governmental and
other licenses, permits,  certifications,  registrations,  approvals or consents
and other  authorizations  necessary to own or lease, as the case may be, and to
operate its  properties  and to conduct its business or  operations as presently
conducted and all such governmental and other licenses, permits, certifications,
registrations,  approvals, consents and other authorizations are outstanding and
in good standing,  and there are no  proceedings  pending or, to the best of its
knowledge,  threatened,  or any basis  therefor  existing,  seeking  to  cancel,
terminate  or  limit  such  licenses,  permits,  certifications,  registrations,
approvals or consents or authorizations,  or related to the breach or failure to
comply of GIC with any law, rule, regulation, judgment, order or decree;

         4.05 PERMITS AND FILINGS  Except for the filing of the  Certificate  of
Merger,  there is no  requirement  applicable to GIC to make any further  filing
with,  or to obtain  any  permit,  authorization,  consent or  approval  of, any
governmental  or  other  regulatory  authority  as a  condition  of  the  lawful
consummation of the transactions contemplated under this Agreement.

         4.06  CORPORATE  DOCUMENTS GIC has  furnished to P44 true,  correct and
complete  copies of its certificate of  incorporation,  by-laws and minute book,
and a certificate of good standing from the State of Wyoming dated within thirty
(30) days of the  Closing  Date.  The minute  book  contains a record,  which is
complete  and  accurate  in all  material  respects,  of all  meetings  and  all
corporate  actions of the shareholders and Board of Directors of GIC. GIC is not
in material  violation or breach of, or in default with respect to, (a) any term
of its  constitutional  documents or any  agreement to which it is a party or by
which its assets are bound, or (b) any law, rule, regulation, judgment, order or
decree of any governmental  agency or court having  jurisdiction  over it or its
assets.

         4.07  CAPITALIZATION  The  authorized  capital stock of GIC consists of
2,000,000 shares of common stock ("GIC Stock") of which 1,278,480 are issued and
outstanding  ("Outstanding GIC Stock").  The shares of Outstanding GIC Stock are
duly authorized,  validly issued,  fully paid, and  nonassessable.  There are no
commitments, plans, arrangements to issue, options, warrants, security, or other
rights  calling  for the  issuance  of,  any  shares of  capital  stock or other
ownership interest in GIC or any security or other instrument  convertible into,
exercisable for, or exchangeable for capital stock of or ownership in GIC.

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<PAGE>
         4.08 PURCHASE FOR INVESTMENT  PURPOSES ONLY The shareholders of GIC are
acquiring the P44 Common Stock as a result of the Merger for investment purposes
only and not with the view to the resale or  distribution  thereof.  Each of the
shareholders   of  GIC  is  an  "accredited   investor"  under  the  regulations
promulgated  under  the 33Act or  otherwise  meets  one of the  definitions  for
persons  entitled to acquire  unregistered  securities  pursuant to an exemption
from  registration  under  the 33 Act.  Neither  GIC nor its  shareholders  have
received  and/or relied upon any  representations  or warranties  from P44 other
than those  contained in this  Agreement and the attached  schedules or exhibits
hereto.  GIC  represents  and warrants  that it and its  shareholders  have such
knowledge and  experience in financial and business  matters as to be capable of
evaluating the merits and risks of its  investment in P44 Common Stock.  GIC and
its  shareholders  understand and acknowledge  that the P44 Common Stock has not
been  registered  under the Act or under any state  securities act and are being
issued to the  shareholders  of GIC pursuant to an exemption  from  registration
under the Act. The reliance by P44 upon such  exemption is  predicated  upon the
representations  and warranties of GIC contained herein. In this regard, GIC and
its  shareholders  understand  and  agrees  that  there  may be  affixed  to the
certificates  representing  the  shares  of P44  Common  Stock  acquired  by the
shareholders of GIC hereunder a legend advising of the unregistered,  restricted
nature of the shares.

         4.09  CERTIFICATE  The  representations,   warranties,   covenants  and
agreements of GIC contained in this Agreement,  including,  without  limitation,
those  contained  in this  Article  IV, are true,  accurate  and  correct in all
respects  as of the date  hereof and shall be true,  accurate  and  correct  and
complete,  in all  respects,  as of the  Closing;  and at the  Closing GIC shall
deliver to P44 a  certificate,  executed by the chief  executive  officer of GIC
remaking,  on behalf of GIC each of the representations,  warranties,  covenants
and agreements set forth in this Agreement,  including without limitation, those
set forth in this Article IV hereof.


                        V. COVENANTS AND OTHER AGREEMENTS

         5.01 CONDUCT OF BUSINESS OF GIC Except as herein expressly  provided to
the contrary or as otherwise agreed to in writing by P44, during the period from
the execution of this Agreement until the earlier to occur of the Effective Time
or the  termination of this Agreement as herein  provided,  GIC will conduct its
operations according to its ordinary and usual course of business and consistent
with past  practice.  In this  regard,  except  as  expressly  provided  in this
Agreement  to the  contrary  or  otherwise  agreed  to by P44 in  writing  or as
required by law or agreement,  GIC will not,  between the date of this Agreement
and the  earlier  to  occur of the  Effective  Time or the  termination  of this
Agreement as herein provided:

     (a)  Make or  become  obligated  to  make,  any  payment  to any  director,
          officer, employee, or agent;

     (b)  Declare any dividend or make any other distribution to shareholders;

     (c)  Incur any  indebtedness  for  borrowed  money  except in the  ordinary
          course of business;


                                        9


<PAGE>

     (d)  Sell, lease,  license,  encumber or dispose of any material portion of
          its properties or assets except in the ordinary course of business;

     (e)  Expend  funds  for any  individual  capital  expenditure  in excess of
          $1,000 or aggregate capital expenditures in excess of $5,000;

     (f)  Issue any shares of capital  stock,  modify or  reorganize  its equity
          capitalization  or grant any  option  or other  right to  acquire  any
          shares of its capital stock;

     (g)  Amend its certificate of incorporation or by-laws.

     (h)  Change its business,  operations or financial condition, or the manner
          of managing or conducting its business and operations if such changes,
          if any, have a material adverse effect on such business, operations or
          financial condition, taken as a whole;

     (i)  Change  its  accounting  methods  or  practices  (including,   without
          limitation, any change in depreciation,  amortization and/or good will
          policies or rates;

     (j)  Incur any  damage,  destruction  or loss  (whether  or not  covered by
          insurance)  which   materially  and  adversely   affects  its  assets,
          business, operations or financial condition;

     (k)  Make any loan to any person or entity and/or issue any guaranty for or
          with respect to its own or another's obligations; or

     (l)  Waive or release any right or claim;

         5.02  TRANSACTION  COSTS AND EXPENSES Each of the parties  hereto shall
pay its own  respective  costs  incurred  in  connection  with this  transaction
including,  without limitation,  all legal,  accounting,  auditing and appraisal
fees in negotiating  and preparing this Agreement and in  consummating,  closing
and implementing the transactions contemplated hereby.

         5.03 SUBSEQUENT EVENTS Each of the parties hereto shall promptly advise
the other parties  hereto,  in writing of (a) the  occurrence of any event which
renders any of the  representations or warranties of such party set forth herein
inaccurate in any material respect,  and (b) the failure of such party to comply
with or accomplish,  in any material respect, any of the covenants or agreements
of such party set forth herein.

         5.04 INDEMNITY

                  (a) P44 does hereby agree to indemnify  and hold  harmless GIC
and its employees,  officers, directors and successors against and in respect of
any  and  all  claims,  suits,   actions,   proceedings  (formal  or  informal),
governmental  investigations,   judgments,   deficiencies,   set-offs,  damages,
settlements,  liabilities,  and reasonable  legal and other expenses  (including
reasonable  attorneys' fees and defense costs) as and when incurred  arising out
of or based upon any breach by P44 of any representation, warranty, covenant, or
agreement of P44 contained in this Agreement;

                                       10


<PAGE>

                  (b) GIC does hereby agree to indemnify  and hold  harmless P44
and its employees,  officers, directors and successors against and in respect of
any  and  all  claims,  suits,   actions,   proceedings  (formal  or  informal),
governmental  investigations,   judgments,   deficiencies,   set-offs,  damages,
settlements,  liabilities,  and reasonable  legal and other expenses  (including
reasonable  attorneys'  fees and costs of defense) as and when incurred  arising
out of or based upon any breach of any representation,  warranty,  covenant,  or
agreement of GIC contained in this Agreement.

                  (c) The parties' respective  indemnity  obligations  hereunder
shall be subject to the following terms, limitations and conditions:

                           (i) A person claiming the right to indemnity coverage
         under this Section 5.04  ("indemnitee")  shall give the party from whom
         he or it seeks indemnity coverage  ("indemnitor")  prompt notice of the
         assertion of any indemnified  claim on the basis of which an indemnitee
         intends to seek  indemnification from an indemnitor as provided herein;
         provided,  however,  that  the  obligation  of an  indemnitor  shall be
         reduced for the failure to give timely  notice at any  particular  time
         only to the extent that the  indemnitor  has been  actually  prejudiced
         thereby;

                           (ii) The indemnitor  shall have the duty to zealously
         and  competently  defend,  with counsel  selected by  indemnitor  after
         consultation  with  the  primary  indemnitee,  any  matter  subject  to
         indemnity  coverage under  subparagraphs (a) or (b) of this section and
         to pay all  costs  of such  defense.  In any  case  where  indemnitor's
         obligation to provide a zealous  defense is  compromised by conflict of
         interest between itself and an indemnitee or between  indemnitees,  the
         indemnitor shall,  upon the request of an indemnitee,  provide separate
         legal  representation  to  obviate  the  conflict  of  interest.   When
         indemnitor  has  assumed  the  defense  obligations  of  this  section,
         indemnitor  shall  have the  right to settle  the  matter  without  the
         indemnitees'  consent,  provided  indemnitor in fact commits sufficient
         funds  to  satisfy  the  settlement  in  full.  In the  event  that  an
         indemnitor fails to defend as provided in this section,  any indemnitee
         shall  have  the  right  (but  not the  obligation)  to  select  and be
         represented  by  counsel  of  its  choice,  to  manage  its  own  legal
         representation  or  defense  and to  settle  any  claim,  debt or other
         indemnified  matter  hereunder,  and the indemnitor  shall be liable to
         such  indemnitee  for all  costs,  expenses,  damages  and  settlements
         incurred by such indemnitee;

                           (iii)  With   respect  to  any  claim  for  which  an
         indemnitor  shall  indemnify any  indemnitee,  the indemnitor  shall be
         subrogated  to all rights of any  indemnitee  against any and all third
         parties up to the amount paid by indemnitor to  indemnitees  or set off
         by such indemnity against an indemnitor;

                           (iv) No  indemnitor  shall be liable for that portion
         of any  claim  for  which  an  indemnitee  actually  receives  from any
         insurance,  the defense, cost of defense or insurance proceeds covering
         such claim (the  deductible  pertaining to any such insurance shall not
         be considered to be insurance proceeds or cost of defense).

         5.05 RELATED  AGREEMENTS  Each of the parties shall execute and deliver
at Closing the related  agreements,  instruments  and  documents  specified  for
delivery at Closing or the Effective Time in

                                       11


<PAGE>

Sections 6.02 and 6.03 and elsewhere in this agreement or in a related agreement
to which each, respectively, is a party.

         5.06 P44  LIABILITIES  Prior to the Closing P44 shall have paid in full
any and all liabilities of P44 of every kind, nature and description.

         5.07  INSPECTION  At all  times  prior to the  Closing,  during  normal
business hours an upon  reasonable  notice,  each party will permit the other to
examine its books and records and the books and records of its subsidiaries,  to
discuss the same with such party's authorized  representative and to make copies
thereof and abstracts  therefrom.  It is recognized  that each party may provide
the other with information (including, without limitation, information contained
in its books and records  and/or  pursuant to the  inspection  described  in the
preceding sentence) which is confidential or proprietary information. During the
period from the date hereof until the fourth annual  anniversary  of the Closing
(or the  termination of this Agreement if the Merger is abandoned) the recipient
of any such  information  shall  protect such  information  from  disclosure  to
persons,  other  than  members  of its own  organization  and  its  professional
advisers,  in the same manner as it protects its own confidential or proprietary
information from  unauthorized  disclosure,  and not use such information to the
competitive  detriment of the disclosing party. In addition if this Agreement is
terminated  for any  reason,  each party  shall  promptly  return or cause to be
returned  all  documents  or  other  written  records  of such  confidential  or
proprietary  information,  together  with all copies of such  writings  and,  in
addition,  shall either furnish or cause to be furnished,  or shall destroy,  or
shall  maintain with such  standard of care as is exercised  with respect to its
own  confidential  or  proprietary  information,  all copies of all documents or
other written  records  developed or prepared by such party on the basis of such
confidential  or proprietary  information.  No  information  shall be considered
confidential or proprietary if it is (a)  information  already in the possession
of the party to whom disclosure is made, (b)  information  acquired by the party
to whom disclosure is made from other sources,  or (c) information in the public
domain or  generally  available to  interested  persons or which at a later date
passes  into  the  public  domain  or  becomes  available  to the  party to whom
disclosure is made without any wrongdoing by the party to whom the disclosure is
made.

                                 VI. CONDITIONS


         6.01  CONDITIONS  TO  OBLIGATION  TO EFFECT THE  MERGER The  respective
obligations  of each  party to  consummate  the  Merger  shall be subject to and
conditioned  upon  the  satisfaction  at or  prior  to the  Closing  Date of the
following conditions:

                  (a) To the extent  required by the Delaware GCL and/or Wyoming
law or the party's certificate of incorporation or by-laws, shareholder approval
shall have been obtained;

                  (b) No statute,  rule,  regulation  executive  order,  decree,
temporary restraining order,  preliminary or permanent injunction or other order
issued by any  court or  competent  jurisdiction  or other  governmental  entity
preventing the consummation of the Merger shall be in effect; provided that each
of the parties shall have used reasonable efforts to prevent the entry of any

                                       12


<PAGE>

such  injunction  or other  order and to  appeal as  promptly  as  possible  any
injunction or other order that may be entered;

                  (c)  There  shall not have  occurred  or been  discovered  any
material  breach or  inaccuracy  of any  representation  or warranty made by any
other party in this  Agreement,  and there shall not have  occurred any material
breach of any  covenant or  obligation  required by this  Agreement or by law to
have been performed by any other party prior to the Effective Time; and

                  (d)  Each  party  shall  have   received  all   documents  and
agreements required to be delivered to it at or before the Closing.

         6.02 P44'S OBLIGATIONS AT CLOSING

                  (a) At the Closing, P44 shall deliver or cause to be delivered
to GIC, in form satisfactory to GIC, the following:

                    (i)  A true  copy of the  minutes  of the  meeting  of P44's
                         Board of Directors approving the Plan of Merger and the
                         Merger and  authorizing  the  execution,  delivery  and
                         performance of this Agreement;

                    (ii) A  certificate  of good  standing for P44 issued within
                         thirty  (30)  days  prior  to the  Closing  Date by the
                         Secretary of State of Wyoming; and

                    (iii)All other  schedules,  certificates and other documents
                         required by this Agreement or by law to be delivered by
                         P44 on or before Closing or the Effective Time.

                  (b) At the Closing, P44 shall deliver or cause to be delivered
to the  Exchange  Agent (as  defined)  the  consideration  (set forth in Section
2.01(a)  hereof)  to be  received  by  each  holder  of GIC  Stock  (other  than
Dissenting  Shareholders)  who shall have  surrendered  to P44, at or before the
Closing his, her or its certificate  representing  all shares of GIC Stock owned
and/or held by such  shareholders;  and the Exchange  Agent (as defined)  shall,
immediately  following  the  recordation  of the  Certificates  of Merger in the
States  of  Delaware  and  Colorado,  distribute  such  consideration  to, or in
accordance  with the written  directions  of, such holders of GIC Stock as their
respective interests may appear.  Michael A. Littman,  Esq. is hereby designated
by the  parties  hereto as the  Exchange  Agent;  and by his  execution  of this
Agreement,  Mr. Littman accepts such engagement and agrees to perform the duties
of Exchange Agent as herein set forth.

         6.03     GIC'S OBLIGATIONS AT CLOSING

         At or prior to the Closing,  GIC shall deliver or cause to be delivered
to P44, in form satisfactory to P44, the following:

                  (a) A true copy of the  minutes of the meeting of the Board of
Directors  of GIC  adopting  the  Agreement  and Plan of Merger  and  Merger and
authorizing GIC's execution, delivery and performance of this Agreement;

                                       13


<PAGE>

                  (b) An opinion of counsel to GIC reasonably  acceptable to P44
with respect to such matters and in such form as shall be  reasonably  requested
by and acceptable to P44;

                  (c) Documentary proof reasonably acceptable to P44 that all of
 the liabilities of GIC of every kind,  nature and description have been paid in
 full as at and through the date of the

Closing, except as may be excluded in Schedule 6.03(d) hereto;

                  (d) All of the books and records of GIC;

                  (e) A  certificate  of good  standing  for GIC  issued  within
 thirty  (30)  days  prior  to the  Closing  Date by the  Secretary  of State of
 Delaware; and

                  (f)      All other schedules, certificates and other documents
required by this Agreement to  be delivered by GIC  on or  before Closing or the
Effective Time;


                                VII. ABANDONMENT

         7.01   ABANDONMENT  OF  MERGER  The  rights  and   obligations  of  the
Constituent  Corporations  under this Agreement may be terminated and the Merger
abandoned  prior to the Effective  Time by the mutual  agreement of the Board of
Directors of both of the Constituent Corporations.

                               VIII. MISCELLANEOUS

         8.01  BROKERAGE  FEES No party to this  Agreement  has  consented to or
authorized any broker or agent to act on its behalf, directly or indirectly,  as
a broker or finder  in  connection  with the  transaction  contemplated  by this
Agreement.  In the event any claim is made for a  broker's  or  finder's  fee in
connection with the transactions  contemplated hereunder,  the party responsible
for retaining or securing said broker or finder shall be solely  responsible for
the  payment of any  broker's  or finder's  fees  incurred as a result  thereof.
Further,  the  responsible  party or parties  shall  indemnify the other parties
against any loss or liabilities by reason of such broker's or finder's fees.

         8.02  FURTHER  ACTIONS  At any time and from time to time,  each  party
agrees,  at its  expense,  to take such  actions and to execute and deliver such
documents  as may be  reasonably  necessary to  effectuate  the purposes of this
Agreement.

         8.03  SURVIVAL  Except as otherwise  provided  herein,  the  covenants,
agreements,  representations,  and  warranties  contained in or made pursuant to
this   Agreement   shall  survive  the  Effective   Time  and  any  delivery  of
consideration at Closing or the Effective Time irrespective of any investigation
made by or on behalf of any party.

         8.04  MODIFICATION  This  Agreement  and the  related  instruments  and
agreements hereto set forth the entire understanding of the parties with respect
to the subject matter hereof, supersede all

                                       14


<PAGE>
existing  agreements  among them  concerning  such  subject  matter,  and may be
modified  only by a  written  instrument  duly  executed  by all of the  parties
hereto.

         8.05 NOTICES All notices,  elections,  reports or other  correspondence
required  or  permitted  hereunder  shall be in writing  and deemed to have been
properly  given or  delivered  when mailed by  certified  mail,  return  receipt
requested,  postage prepaid,  delivered by overnight  express courier,  delivery
fees prepaid, or transmitted by fax with receipt confirmed, to the party to whom
directed at the below specified addresses:

If to GIC:                 William Young, Sr.
                           1237 South Val Vista Drive
                           Mesa, Arizona 85204

with a copy to:            Gregory A. Larson, Esq.
                           1237 South Val Vista Drive
                           Mesa, Arizona 85204

If to P44:



With a copy to:            Michael A. Littman, Esq.
                           10200 W. 44TH Avenue, Suite 400
                           Wheat Ridge, CO 80033


Any such notice  shall be deemed  given three days after  deposit with the mail,
one day  following  delivery  thereof to an  overnight  express  courier or upon
confirmation  of receipt when sent by fax. The address of a party may be changed
in accordance with the notice provisions of this section.

         8.06  WAIVER  Any waiver by any party of a breach of any  provision  of
this Agreement  shall not operate as or be construed to be a waiver of any other
breach  of that  provision  or of any  breach  of any  other  provision  of this
Agreement. The failure of a party to insist upon strict adherence to any term of
this  Agreement on one or more  occasions  will not be  considered a waiver,  or
deprive that party, of the right  thereafter to insist upon strict  adherence to
that term or any other term of this Agreement. Any waiver must be in writing.

         8.07 BINDING EFFECT The  provisions of this Agreement  shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors  and  assigns,  and in  addition  shall  inure to the  benefit of the
indemnitees  and their  respective  successors,  assigns,  heirs,  and  personal
representatives.

         8.08 NO THIRD-PARTY  BENEFICIARIES  This Agreement does not create, and
shall not be construed as creating,  any rights  enforceable by any person not a
party to this Agreement (except as provided in Section 8.07).

                                       15


<PAGE>

         8.09 SEVERABILITY AND REFORMATION If any provision of this Agreement is
invalid,  illegal, or unenforceable,  the balance of this Agreement shall remain
in effect,  and if any provision is inapplicable to any person or  circumstance,
it shall nevertheless  remain applicable to all other persons and circumstances,
in either case unless the result thereof would preclude the  consummation in all
material  respects  of  the  Merger  contemplated  by  this  Agreement  and  the
associated  transactions  or result in an unjust  modification of the balance of
rights and  obligations  hereunder.  To the extent  provided in this section,  a
court having  jurisdiction  of a matter  involving  the  interpretation  of this
Agreement  shall be  authorized to reform this  Agreement to the minimum  extent
necessary to accomplish the objectives of this section.

         8.10 HEADINGS The headings of this Agreement are solely for convenience
of reference and shall be given no effect in the construction or  interpretation
of this Agreement.

         8.11 GOVERNING LAW To the extent permitted by law, this Agreement shall
be  governed  by and  construed  in  accordance  with the  laws of the  state of
Wyoming,  without  giving  effect to  conflict of laws.  To the  maximum  extent
permitted  by law and subject to the  provisions  of Section  8.14  hereof,  any
action or proceeding initiated by any party to this Agreement, any indemnitee or
any other person  claiming  rights under this  Agreement  shall be brought in an
appropriate state or federal court in Maricopa County,  Arizona,  and any person
claiming  rights under this agreement  consents to the  jurisdiction  and proper
venue of such forum.

         8.12 SEPARATE  COUNTERPARTS  This  Agreement may be executed in several
identical  counterparts,  each one of which shall be  considered an original and
all of which when taken together shall constitute but one instrument.

         8.13  INCORPORATION  OF RECITALS,  EXHIBITS AND  SCHEDULES  All related
instruments  and  agreements  executed in connection  herewith are  incorporated
herein by this reference and expressly made a part of this Agreement.

         8.14  ARBITRATION  Except  in cases  where the  remedy  of  preliminary
injunction is reasonably  sought by a party  because of the  irreparability  and
immediacy  of the harm  alleged to be caused or  threatened,  in the event there
shall arise any dispute or claim in law or equity  arising out of this Agreement
or any breach  thereof or any  resulting  transaction  between the parties under
this Agreement and if such dispute cannot be resolved through  negotiation,  the
parties  agree that such dispute  shall be submitted  to  arbitration  under the
rules and regulations of the American  Arbitration  Association  then obtaining.
The  arbitration  shall be held in  Maricopa  County,  Arizona,  before a single
arbitrator.

                                       16


<PAGE>

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

                                       PHILLIPS 44, INC.

                                       By/s/John R. Rice, III
                                              President


                                       GENUS INTERNATIONAL CORPORATION

                                       By/s/William A. Young, Sr.
                                              President


The  undersigned,  Michael  A.  Littman  agrees  to serve as  Exchange  Agent in
accordance with the terms and conditions of this Agreement.

/s/Michael A. Littman
Michael A. Littman

                                       17