JUMA
      TECHNOLOGY CORP.

     

    AGREEMENT
      AND PLAN OF MERGER

     

    OF
      

     

    AGN
      NETWORKS, INC. 

     

    INTO
      JUMA ACQUISITION CORP.

     

     

    Dated
      March 6, 2007

     

     

     

     

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

    


    TABLE
      OF
      CONTENTS 

    Page

     

    
      	
              SECTION
                ONE

            	
              2

            
	
              1.

            	
              The
                Merger

            	
              2

            
	 	
              1.1.

            	
              The
                Merger

            	
              2

            
	 	
              1.2.

            	
              Purchase
                Price

            	
              3

            
	 	
              1.3.

            	
              Closing;
                Effective Time

            	
              6

            
	 	
              1.4.

            	
              Effect
                of the Merger

            	
              6

            
	 	
              1.5.

            	
              Articles
                of Incorporation; Bylaws

            	
              7

            
	 	
              1.6.

            	
              Directors
                and Officers

            	
              7

            
	 	
              1.7.

            	
              Effect
                on AGN Shares

            	
              8

            
	 	
              1.8.

            	
              Surrender
                of Certificates

            	
              8

            
	 	
              1.9.

            	
              No
                Further Ownership Rights in AGN Shares

            	
              11

            
	 	
              1.10.

            	
              Merger
                Sub Charter Documents

            	
              12

            
	 	
              1.11.

            	
              Taking
                of Necessary Action; Further Action

            	
              12

            
	 	
              1.12.

            	
              Employment
                Agreements

            	
              12

            
	 	
              1.13.

            	
              Working
                Capital Facility

            	
              12

            
	 	 	 	 
	
              SECTION
                TWO

            	
              13

            
	
              2.

            	 Representations
              and Warranties of AGN and AGN Shareholders	
              13

            
	 	
              2.1.

            	
              Organization;
                Subsidiaries

            	
              14

            
	 	
              2.2.

            	
              Articles
                of Incorporation and Bylaws

            	
              14

            
	 	
              2.3.

            	
              Capital
                Structure

            	
              15

            
	 	
              2.4.

            	
              Authority

            	
              15

            
	 	
              2.5.

            	
              No
                Conflicts; Required Filings and Consents.

            	
              16

            
	 	
              2.6.

            	
              Financial
                Statements

            	
              17

            
	 	
              2.7.

            	
              Absence
                of Undisclosed Liabilities

            	
              17

            
	 	
              2.8.

            	
              Absence
                of Certain Changes

            	
              17

            
	 	
              2.9.

            	
              Litigation

            	
              18

            
	 	
              2.10.

            	
              Restrictions
                on Business Activities

            	
              18

            
	 	
              2.11.

            	
              Permits;
                Company Products; Regulation

            	
              19

            
	 	
              2.12.

            	
              Title
                to Property

            	
              19

            
	 	
              2.13.

            	
              Intellectual
                Property

            	
              20

            
	 	
              2.14.

            	
              Taxes

            	
              22

            
	 	
              2.15.

            	
              Employee
                Matters

            	
              26

            
	 	
              2.16.

            	
              Material
                Contracts

            	
              26

            
	 	
              2.17.

            	
              Interested
                Party Transactions

            	
              27

            
	 	
              2.18.

            	
              Insurance

            	
              28

            
	 	
              2.19.

            	
              Compliance
                With Laws

            	
              28

            
	 	
              2.20.

            	
              Minute
                Books

            	
              28

            
	 	
              2.21.

            	
              Complete
                Copies of Materials

            	
              29

            
	 	
              2.22.

            	
              Brokers’
                and Finders’ Fees

            	
              29

            
	 	
              2.23.

            	
              No
                Vote Required

            	
              29

            
	 	
              2.24.

            	
              Third
                Party Consents

            	
              29

            
	 	
              2.25.

            	
              Representations
                Complete

            	
              29

            


    

     

     

    
      
        
        

      

      
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              SECTION
                THREE

            	
              30

            
	
              3.

            	 Representations
              and Warranties of Merger Sub and Juma	
              30

            
	 	
              3.1.

            	
              Organization,
                Standing and Power

            	
              30

            
	 	
              3.2.

            	
              Capital
                Structure

            	
              31

            
	 	
              3.3.

            	
              Authority

            	
              32

            
	 	
              3.4.

            	
              No
                Conflict; Required Filings and Consents

            	
              32

            
	 	
              3.5.

            	
              SEC
                Documents; Financial Statements

            	
              33

            
	 	
              3.6.

            	
              Absence
                of Undisclosed Liabilities

            	
              34

            
	 	
              3.7.

            	
              Absence
                of Certain Changes

            	
              35

            
	 	
              3.8.

            	
              Litigation

            	
              35

            
	 	
              3.9.

            	
              Governmental
                Authorization

            	
              36

            
	 	
              3.10.

            	
              Compliance
                With Laws

            	
              36

            
	 	
              3.11.

            	
              Broker’s
                and Finders’ Fees

            	
              37

            
	 	
              3.12.

            	
              Accounting
                and Tax Matters

            	
              37

            
	 	 	 	 
	
              SECTION
                FOUR

            	
              37

            
	
              4.

            	 Conduct
              Prior to the Effective Time	
              37

            
	 	
              4.1.

            	
              Conduct
                of Business of AGN and Juma

            	
              37

            
	 	
              4.3.

            	
              No
                Solicitation

            	
              42

            
	 	 	 	 
	
              SECTION
                FIVE

            	
              43

            
	
              5.

            	 Additional
              Agreements	
              43

            
	 	
              5.1.

            	
              Best
                Efforts and Further Assurances

            	
              43

            
	 	
              5.2.

            	
              Consents;
                Cooperation

            	
              44

            
	 	
              5.3.

            	
              Access
                to Information

            	
              45

            
	 	
              5.4.

            	
              Confidentiality

            	
              46

            
	 	
              5.5.

            	
              Public
                Disclosure

            	
              47

            
	 	
              5.6.

            	
              State
                Statutes

            	
              47

            
	 	
              5.7.

            	
              Filings
                or Notices Pursuant to Securities Laws

            	
              48

            
	 	
              5.8.

            	
              Acquisition
                of Juma Common Stock

            	
              49

            
	 	
              5.9.

            	
              Merger
                Sub Restructuring

            	
              55

            
	 	 	 	 
	
              SECTION
                SIX

            	
              56

            
	
              6.

            	 Conditions
              to the Merger	
              56

            
	 	
              6.1.

            	
              Conditions
                to Obligations of Each Party to Effect the Merger

            	
              56

            
	 	
              6.2.

            	
              Additional
                Conditions to Obligations of AGN

            	
              57

            
	 	
              6.3.

            	
              Additional
                Conditions to the Obligations of Juma

            	
              59

            
	 	 	 	 
	
              SECTION
                SEVEN

            	
              63

            
	
              7.

            	
              Termination,
                Amendment and Waiver

            	
              63

            
	 	
              7.1.

            	
              Termination

            	
              63

            
	 	
              7.2.

            	
              Effect
                of Termination

            	
              64

            
	 	
              7.3.

            	
              Expenses
                and Termination Fees

            	
              65

            
	 	
              7.4.

            	
              Amendment

            	
              65

            
	 	
              7.5.

            	
              Extension;
                Waiver

            	
              65

            


    

     

    
      
        
        

      

      
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              SECTION
                EIGHT

            	
              66

            
	
              8.

            	
              Indemnification

            	
              66

            
	 	
              8.1.

            	
              Survival
                of Representations and Warranties

            	
              66

            
	 	
              8.2.

            	
              Indemnification
                by AGN and AGN Shareholders

            	
              66

            
	 	
              8.3.

            	
              Indemnification
                by Juma

            	
              67

            
	 	
              8.4.

            	
              Exclusive
                Contractual Remedy and Limitations

            	
              68

            
	 	 	 	 
	
              SECTION
                NINE

            	
              69

            
	
              9.

            	
              General
                Provisions

            	 	
              69

            
	 	
              9.1.

            	
              Survival
                of Warranties

            	
              69

            
	 	
              9.2.

            	
              Notices

            	
              69

            
	 	
              9.3.

            	
              Interpretation

            	
              71

            
	 	
              9.4.

            	
              Counterparts

            	
              71

            
	 	
              9.5.

            	
              Entire
                Agreement; Nonassignability; Parties in Interest

            	
              72

            
	 	
              9.6.

            	
              Severability

            	
              72

            
	 	
              9.7.

            	
              Remedies
                Cumulative

            	
              73

            
	 	
              9.8.

            	
              Governing
                Law

            	
              73

            
	 	
              9.9.

            	
              Rules
                of Construction

            	
              73

            
	 	
              9.10.

            	
              Amendments
                and Waivers

            	
              73

            
	 	
              9.11.

            	
              Spin-Off

            	
              74

            
	 	
              9.12.

            	
              Attorneys’
                Fees

            	
              74

            


    

     

    
      
        
        

      

      
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    AGREEMENT
      AND PLAN OF MERGER

     

    This
      AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of
      the 6th day of March, 2007, by and among Juma Technology Corp. (“Juma”
or
      “Purchaser”),
      a
      Delaware corporation, Juma Acquisition Corp., a Delaware corporation and
      wholly-owned subsidiary of Juma (“Merger
      Sub”
or
      the
“Surviving
      Corporation”),
      AGN
      Networks, Inc., a [Florida] corporation (“AGN”),
      and
      its holders (the “AGN
      Shareholders”).
      The
      parties hereto are sometime hereinafter collectively referred to as the
“Parties.”
      

     

    RECITALS

     

    WHEREAS,
      Purchaser desires to acquire AGN through the merger of AGN with and into Merger
      Sub (the “Merger”),
      with
      Merger Sub being the surviving corporation of the Merger, pursuant to which
      all
      AGN Shares (as defined below) of AGN issued and outstanding at the Effective
      Time (as defined below), will be converted into the right to receive the Stock
      Consideration (as defined below), each as more fully provided
      herein;

     

    WHEREAS,
      the AGN Shareholders own all of the currently issued and outstanding AGN
      Shares;

     

    WHEREAS,
      AGN desires to be merged with and into Merger Sub and the AGN Shareholders
      shall
      be entitled to receive the Stock Consideration in exchange for their AGN
      Shares.

     

    WHEREAS,
      the respective boards of directors of Juma, Merger Sub and AGN, and the AGN
      Shareholders, have determined that the Merger is desirable and in the best
      interests of their respective shareholders and, by resolutions duly adopted,
      have approved and adopted this Agreement.

     

    WHEREAS,
      Juma, Merger Sub and AGN are executing and delivering this Agreement in reliance
      upon the exemption from securities registration afforded by the provisions
      of
      Section 4(2) of the Securities Act of 1933, as amended (the “Securities
      Act”).

     

    AGREEMENT

     

    The
      parties hereby agree as follows:

     

    SECTION
      ONE

     

    1.       The
      Merger

     

    1.1.       The
      Merger.
      At the
      Effective Time (as defined below) and subject to and upon the terms and
      conditions of this Agreement, the Articles of Merger attached hereto as
      Exhibit A (the “Articles of Merger”) and the applicable provisions of the
      Delaware General Corporate Law (“DGCL”),
      AGN
      shall (i) be merged with and into Merger Sub and the separate corporate
      existence of AGN shall cease; (ii) the Merger Sub shall continue as the
      surviving corporation of the Merger, remaining as a wholly-owned subsidiary
      of
      Juma; and (iii) Merger Sub shall be operated as a subsidiary and/or division
      of
      Juma under various agreements and inter-company agreements to be entered into
      by
      and/or between Merger Sub and Juma. AGN shall tender and exchange all the AGN
      Shares to Merger Sub at the price (the “Purchase Price”) set forth in Paragraph
      1.2 below. 

     

    1.1.       Purchase
      Price.
      In
      consideration for all issued and outstanding AGN Shares, Purchaser shall provide
      the following:

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (a)       Cash
      Consideration.
      Juma
      has made a loan to AGN in the amount of $250,000 (subject to adjustment at
      the
      Closing for outstanding accounts payable). If the Merger does not close and
      the
      concomitant purchase of substantially all of the assets of Avatel Technologies,
      Inc. (“ATI”)
      by an
      affiliate of Juma does not close (the “ATI
      Asset Purchase”),
      AGN
      shall repay Juma such loan within five business days of demand therefor. If
      the
      Merger does close and the ATI Asset Purchase does close, Juma will forgive
      $125,000 of such loan and the remaining $125,000 will be reflected in a
      reduction of the purchase price under the ATI Asset Purchase. 

     

    Upon
      the
      Closing Date (as defined below), Juma will issue to each of Ernie Darias and
      Albert Rodriquez-each an AGN Shareholder-its promissory note evidencing
      Purchaser’s obligation to pay to Mr. Darias and Mr. Albert Rodriquez $102,000
      and $98,000, respectively. The form of promissory note will provide that the
      payment of applicable principal balance will be due and payable 90 days after
      the Closing Date and the applicable outstanding principal balance will not
      accrue interest. The promissory note will also provide for a default interest
      rate of eight percent (8%) per annum and the holder’s right to collect its
      reasonable attorneys’ fees in order to enforce its rights under the promissory
      note after the occurrence and continuance of an event of default.

     

    (b)       Stock
      Issuance to AGN Shareholders.
      Upon
      Closing Date, Juma shall tender to AGN Shareholders, according to their
      respective common stock holdings at the Closing Date, an aggregate of 320,000
      shares of restricted Common Stock of Juma (the “Stock
      Consideration”).
      The
      Stock Consideration shall be allocated as set forth in Exhibit
      B
      hereto.
      All Stock Consideration issued hereunder shall be free and clear of all liens
      and encumbrances other than carrying a Standard 1933 Act restrictive
      legend.

     

    (c)       In
      the
      event that the Stock Consideration has a Fair Market Value (as defined below)
      of
      less than $640,000 on the first anniversary of the Closing Date (the
“First
      Anniversary”),
      Juma
      will issue to the AGN Shareholders a two (2) year promissory note representing
      the difference between the Fair Market Value of the Stock Consideration and
      $640,000. Such promissory note shall bear interest, commencing 90 days after
      the
      issue date of such promissory note, at an annual rate of 7.5% and shall be
      payable in one installment of principal and seven equal installments of
      principal and accrued interest thereon, the first payment of principal shall
      be
      due on the first day of the third month following the First Anniversary and
      the
      seven installments of principal and accrued interest thereon, shall be payable
      on the first day of each quarter thereafter until paid in full. Fair Market
      Value shall mean the average of the daily closing prices of Juma’s Common Stock
      over the 20 trading days ending the day prior to the First
      Anniversary.

     

    (d)       Repayment
      to Avatel.
      On
      Closing, Juma will pay ATI up to $675,000 which will settle any and all agreed
      upon obligations of AGN to Avatel (the “Inter-Company
      Indebtedness”).
      Such
      payment will be made as follows: (i) $200,000 in cash at the Closing and (ii)
      Juma will issue to AGN its promissory note for the remainder of the Inter-Company
      Indebtedness.
      The
      promissory note will be in the form described in Section 1.2(a). Unless
      otherwise agreed, this
      agreed upon amount is only to be used to repay bona fide third party
      indebtedness of ATI extant on the Closing Date and shall not be disbursed
      without Juma’s prior consent. Provided that they have been properly recorded on
      the Balance Sheet and AGN’s books and records, the loans set forth on
Schedule
      1(d), shall be deemed to be bona
      fide
      third party indebtedness of ATI extant on the Closing Date.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    1.3.       Closing;
      Effective Time.
      The
      closing of the transactions contemplated by this Agreement (the “Closing”)
      shall
      take place on March 6, 2007 or as soon as practicable, (and in no event later
      than five business days after the satisfaction or waiver of each of the
      conditions set forth in Section 4 below or at such other time as the
      parties agree (the “Closing
      Date”).
      In
      connection with the Closing, the Parties shall cause the Merger to be
      consummated by filing the Articles of Merger, together with the required
      officers’ certificates (to the extent required), with the Secretary of State of
      the State of Delaware, in accordance with the relevant provisions of the DGCL
      (the time of such filing being the “Effective Time”).
      The
      Closing shall take place at the offices of Juma, or at such other location
      as
      the parties agree. 

     

    1.4.       Effect
      of the Merger.
      At the
      Effective Time, the effect of the Merger shall be as provided in this Agreement,
      the Articles of Merger and the applicable provisions of the DGCL. At the
      Effective Time, all the property, rights, privileges, powers and franchises
      of
      AGN shall vest in the Surviving Corporation, and all debts, liabilities and
      duties of AGN shall become the debts, liabilities and duties of the Surviving
      Corporation.

     

    1.5.       Articles
      of Incorporation; Bylaws.

     

    (a)       At
      the Effective Time, the Articles of Incorporation of Merger Sub as in effect
      immediately prior to the Effective Time, shall, except that the name of Merger
      Sub shall be amended to that of AGN Networks, Inc., be the Articles of
      Incorporation of the Surviving Corporation until thereafter amended as provided
      by the DGCL and such Articles of Incorporation.

     

    (b)       At
      the Effective Time, the Bylaws of Merger Sub as in effect immediately prior
      to
      the Effective Time, shall be the Bylaws of the Surviving Corporation until
      thereafter amended as provided by law, the Articles of Incorporation of the
      Surviving Corporation and such Bylaws.

     

    1.6.       Directors
      and Officers.
      At the
      Effective Time, the officers and directors of AGN immediately prior to the
      Effective Time shall resign, and [______________] (the “AGN
      Division Director”)
      shall
      be the director of the Surviving Corporation. The officers of AGN immediately
      prior to the Effective Time shall resign, and [___________] shall be the sole
      officer of the Surviving Corporation, in each case until their respective
      successor(s) is/are duly elected or appointed and qualified. 

     

    1.7.       Effect
      on AGN Shares.
      By
      virtue of the Merger and without any action on the part of AGN or any of its
      respective stockholders, the following shall occur at the Effective
      Time:

     

    (a)       Conversion
      of AGN Shares.
      All of
      the issued and outstanding shares of AGN (the “AGN
      Shares”)
      issued
      and outstanding immediately prior to the Effective Time shall be converted
      and
      exchanged for Stock Consideration in the amounts as set forth on Exhibit
      B
      attached
      hereto. All AGN Shares, when so converted, shall no longer be outstanding and
      shall automatically be cancelled and retired and shall cease to exist, and
      each
      holder of a certificate representing any such AGN Shares shall cease to have
      any
      rights with respect thereto, except the right to receive the Stock Consideration
      therefore upon the surrender of such certificate(s) in accordance with Section
      1.8 below, without interest.

     

    (b)       Dissenters’
      Rights.
      [Reserved]. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    1.8.       Surrender
      of Certificates.

     

    (a)       Juma
      to Provide Common Stock.
      Promptly after the Effective Time, Juma shall make available to AGN Shareholders
      for exchange in accordance with this Section 1, through such reasonable
      procedures as Juma may adopt, the Stock Consideration. 

     

    (b)       Exchange
      Procedures.
      Unless
      otherwise agreed, promptly after the Effective Time, the Surviving Corporation
      shall cause to be mailed to each holder of record of a certificate or
      certificates (the “Certificates”) which immediately prior to the Effective Time
      represented outstanding AGN Shares, whose shares were converted into the right
      to receive the Stock Consideration pursuant to Section 1.7, (i) a letter of
      transmittal (which shall specify that delivery shall be effected, and risk
      of
      loss and title to the Certificates shall pass, only upon receipt of the
      Certificates by the AGN Shareholders, and shall be in such form and have such
      other provisions as Juma may reasonably specify) and (ii) instructions for
      use in effecting the surrender of the Certificates in exchange for certificates
      representing shares of Juma Common Stock. Upon surrender of a Certificate for
      cancellation to the AGN Shareholders or to such other agent or agents as may
      be
      appointed by Juma, together with such letter of transmittal, duly completed
      and
      validly executed in accordance with the instructions thereto, the holder of
      such
      Certificate shall be entitled to receive in exchange therefor a certificate
      representing the number of whole shares of Juma Common Stock as indicated on
      Exhibit
      B
      hereto,
      and the Certificate so surrendered shall forthwith be cancelled. Until so
      surrendered, each Certificate will be deemed from and after the Effective Time,
      for all corporate purposes, to evidence the ownership of the number of full
      shares of Juma Common Stock into which such shares of AGN Shares shall have
      been
      so converted. 

     

    (c)       No
      Liability.
      Notwithstanding anything to the contrary in this Section 1.8, neither the
      Surviving Corporation nor any party hereto shall be liable to any person for
      any
      amount properly paid to a public official pursuant to any applicable abandoned
      property, escheat or similar law.

     

    (d)       Distributions
      With Respect to Unexchanged Shares.
      If
      applicable, no dividends or other distributions with respect to Juma Common
      Stock with a record date after the Effective Time will be paid to the holder
      of
      any unsurrendered Certificate with respect to the shares of Juma Common Stock
      represented thereby until the holder of record of such Certificate shall
      surrender such Certificate. Subject to applicable law, following surrender
      of
      any such Certificate, there shall be paid to the record holder of the
      certificates representing whole shares of Juma Common Stock issued in exchange
      therefor, without interest, at the time of such surrender, the amount of any
      such dividends or other distributions with a record date after the Effective
      Time payable (but for the provisions of this Section 1.8(d)) with respect to
      such shares of Juma Common Stock.

     

    (e)       Transfers
      of Ownership.
      If any
      certificate for shares of Juma Common Stock is to be issued in a name other
      than
      that in which the Certificate surrendered in exchange therefor is registered,
      it
      will be a condition of such issuance that the Certificate so surrendered will
      be
      properly endorsed and otherwise in proper form for transfer and that the person
      requesting such exchange will have paid to Juma or any agent designated by
      it
      any transfer or other taxes required by reason of the issuance of a certificate
      for shares of Juma Common Stock in any name other than that of the registered
      holder of the Certificate surrendered, or established to the satisfaction of
      Juma or any agent designated by it that such tax has been paid or is not
      payable. In addition, the transferee of such issuance shall agree to the placing
      of any required restrictive legends on the new certificate for such shares
      of
      Juma Common Stock. 

     

    1.9.       No
      Further Ownership Rights in AGN Shares.
      All AGN
      Shares issued upon the surrender for exchange of shares of Juma Common Stock
      in
      accordance with the terms hereof shall be deemed to have been issued in full
      satisfaction of all rights pertaining to such AGN Shares, and there shall be
      no
      further registration of transfers on the records of the Surviving Corporation
      of
      AGN Shares that were outstanding immediately prior to the Effective Time. If,
      after the Effective Time, Certificates are presented to the Surviving
      Corporation for any reason, they shall be cancelled and exchanged as provided
      in
      this Section 1.9.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    1.10.       Merger
      Sub Charter Documents.
      At or
      prior to the Closing Date, the Articles of Incorporation and By Laws of Merger
      Sub shall be amended and restated in the forms of Exhibits C-1 and C-2,
      respectively, attached hereto and incorporated herein by reference.

     

    1.11.       Taking
      of Necessary Action; Further Action.
      If at
      any time after the Effective Time, any further action is necessary or desirable
      to carry out the purposes of this Agreement and to vest the Surviving
      Corporation with full right, title and possession to all assets, property,
      rights, privileges, powers and franchises of AGN, the officers and directors
      of
      Juma and Merger Sub are fully authorized in the name of their respective
      corporations or otherwise to take, and will take, all such lawful and necessary
      action, so long as such action is not inconsistent with this
      Agreement.

     

    1.12.       Employment
      Agreements.
      Merger
      Sub will execute a two (2) year employment agreement with Albert Rodriguez
      substantially in the form of Exhibit
      C
      hereto.

     

    1.13.       Working
      Capital Facility.
      From
      and after the Effective Date, Juma shall provide Merger Sub with no less than
      $500,000 of working capital to fund its operations, subject to a business plan
      and model, and use of proceeds for Merger Sub as to be mutually determined
      and
      agreed upon in good faith by the Parties.

     

    SECTION
      TWO

     

    2.       Representations
      and Warranties of AGN and AGN Shareholders.

     

    In
      this
      Agreement, any reference to a “Material
      Adverse Effect”
with
      respect to any entity or group of entities means any event, change or effect
      that, when taken individually or together with all other adverse changes and
      effects, is or is reasonably likely to be materially adverse to the condition
      (financial or otherwise), properties, assets, liabilities, business, operations,
      results of operations or prospects of such entity and its subsidiaries, taken
      as
      a whole, or to prevent or materially delay consummation of the Merger or
      otherwise to prevent such entity and its subsidiaries from performing their
      obligations under this Agreement.

     

    In
      this
      Agreement, any reference to a Party’s “knowledge” means such Party’s actual
      knowledge after due and diligent inquiry of officers, directors and other
      employees of such party reasonably believed to have knowledge of the matter
      in
      questions.

     

    AGN
      and
      AGN Shareholders hereby jointly and severally represent and warrant to Merger
      Sub and Juma as follows:

     

    2.1.       Organization;
      Subsidiaries. 

     

    (a)       AGN
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of its jurisdiction of organization. AGN has the requisite corporate power
      and authority and all necessary government approvals to own, lease and operate
      its properties and to carry on its business as now being conducted and as
      proposed to be conducted, except where the failure to have such power, authority
      and governmental approvals would not, individually or in the aggregate, have
      a
      Material Adverse Effect on AGN. AGN is duly qualified or licensed as a foreign
      corporation to do business, and is in good standing, in each jurisdiction where
      the character of the properties owned, leased or operated by it or the nature
      of
      its business makes such qualification or licensing necessary, except for such
      failures to be so qualified or licensed and in good standing that would not,
      individually or in the aggregate, have a Material Adverse Effect on AGN.


     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    2.2.       Articles
      of Incorporation and Bylaws.
      AGN has
      delivered to Merger Sub and Juma a true and correct copy of the Articles of
      Incorporation and Bylaws or other charter documents of AGN as amended to date.
      AGN is not in violation of any of the provisions of its Articles of
      Incorporation or Bylaws or equivalent organizational documents.

     

    2.3.       Capital
      Structure.
      The
      authorized capital stock of AGN consists of 10,000 shares of Common Stock,
      par
      value $.01 per share, of which [________] shares are presently issued and
      outstanding as of the date of this Agreement. There are no other outstanding
      shares of capital stock or voting securities, nor are there any options or
      securities convertible into capital stock, nor outstanding commitments to issue
      any shares of capital stock or voting securities. All outstanding AGN Shares
      are
      duly authorized, validly issued, fully paid and non-assessable and are free
      of
      any liens or encumbrances other than any liens or encumbrances created by or
      imposed upon the holders thereof, and are not subject to preemptive rights
      or
      rights of first refusal created by statute, the Articles of Incorporation or
      Bylaws of AGN or any agreement to which AGN is a party or by which it is bound.
      All outstanding AGN Shares were issued in compliance with all applicable federal
      and state securities laws. 

     

    2.4.       Authority.
      AGN has
      all requisite corporate power and authority to enter into this Agreement and
      to
      consummate the transactions contemplated hereby. This Agreement has been duly
      executed and delivered by AGN and all AGN Shareholders and assuming due
      authorization, execution and delivery by Merger Sub and Juma, constitutes the
      valid and binding obligation of AGN enforceable against AGN in accordance with
      its terms. 

     

    2.5.       No
      Conflicts; Required Filings and Consents.

     

    (a)       The
      execution and delivery of this Agreement by AGN does not, and the consummation
      of the transactions contemplated hereby will not, conflict with, or result
      in
      any violation of, or default under (with or without notice or lapse of time,
      or
      both), or give rise to a right of termination, cancellation or acceleration
      of
      any obligation or loss of any benefit under (i) any provision of the
      Articles of Incorporation or Bylaws of AGN, or (ii) any material mortgage,
      indenture, lease, contract or other agreement or instrument, permit, concession,
      franchise, license, judgment, order, decree, statute, law, ordinance, rule
      or
      regulation applicable to AGN or any of its properties or assets. 

     

    (b)       No
      consent, approval, order or authorization of, or registration, declaration
      or
      filing with, any court, administrative agency or commission or other
      governmental authority or instrumentality (“Governmental
      Entity”)
      is
      required by or with respect to AGN in connection with the execution and delivery
      of this Agreement or the consummation of the transactions contemplated hereby,
      except for (i) the filing of the Articles of Merger, together with the
      required officers’ certificates, as provided in Section 1.2, (ii) such
      consents, approvals, orders, authorizations, registrations, declarations and
      filings as may be required under the Securities Exchange Act of 1934, as amended
      (the “Exchange
      Act”),
      the
      Securities Act of 1933, as amended (the “Securities
      Act”),
      applicable state securities laws and the securities laws of any foreign country;
      and (iii) such other consents, authorizations, filings, approvals and
      registrations which, if not obtained or made, would not have a Material Adverse
      Effect on AGN and would not prevent, or materially alter or delay any of the
      transactions contemplated by this Agreement.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    2.6.       Financial
      Statements.
      AGN has
      provided to Juma and/or Merger Sub, a true, correct and complete copy of AGN’s
      audited financial statements for the fiscal years ended December 31, 2005,
      and
      for December 31, 2006, (collectively, the “Financial
      Statements”). 

     

    2.7.       Absence
      of Undisclosed Liabilities.
      AGN has
      no material obligations or liabilities of any nature (matured or unmatured,
      fixed or contingent) other than (i) those set forth or adequately provided
      for in the Balance Sheet on the Financial Statements, (the “Balance Sheet”);
      (ii) those incurred in the ordinary course of business and not required to
      be set forth in the AGN Balance Sheet under generally accepted accounting
      principles; (iii) those incurred in the ordinary course of business since
      the date of the AGN Balance Sheet and consistent with past practice; and
      (iv) those incurred in connection with the execution of this
      Agreement. 

     

    2.8.       Absence
      of Certain Changes.
      Since
      December 31, 2006 (the “Balance Sheet Date”) there has not been, occurred or
      arisen any material change in AGN’s business or corporate operations or its
      financial condition. 

     

    2.9.       Litigation.
      There
      is no private or governmental action, suit, proceeding, claim, arbitration
      or
      investigation pending before any agency, court or tribunal, foreign or domestic,
      or, to the knowledge of AGN, threatened against AGN or any of its properties
      or
      any of its officers or directors (in their capacities as such) that,
      individually or in the aggregate, could reasonably be expected to have a
      Material Adverse Effect on AGN. There is no judgment, decree or order against
      AGN and/or any of its subsidiaries or, to the best knowledge of AGN, any of
      its
      directors or officers (in their capacities as such), that could prevent, enjoin,
      or materially alter or delay any of the transactions contemplated by this
      Agreement, or that could reasonably be expected to have a Material Adverse
      Effect on AGN. 

     

    2.10.       Restrictions
      on Business Activities.
      There
      is no agreement, judgment, injunction, order or decree binding upon AGN that
      has
      or could reasonably be expected to have the effect of prohibiting or materially
      impairing any current or future business practice of AGN, any acquisition of
      property by AGN or the overall conduct of business by AGN as currently conducted
      or as proposed to be conducted by AGN. AGN has not entered into any agreement
      under which AGN is restricted from selling, licensing or otherwise distributing
      any of its products to any class of customers, in any geographic area, during
      any period of time or in any segment of the market.

     

    2.11.       Permits;
      Company Products; Regulation.

     

    (a)       AGN
      is in possession of all franchises, grants, authorizations, licenses, permits,
      easements, variances, exceptions, consents, certificates, approvals and orders
      necessary for AGN, to own, lease and operate its properties or to carry on
      its
      business as it is now being conducted (the “AGN
      Authorizations”).
      

     

    (b)       AGN
      has obtained, in all countries where either AGN is marketing or has marketed
      its
      products, all applicable licenses, registrations, approvals, clearances and
      authorizations required by local, state or federal agencies in such countries
      regulating the safety, effectiveness and market clearance of the products
      currently or previously marketed by AGN in such countries, except for any such
      failures as would not, individually or in the aggregate, have a Material Adverse
      Effect on AGN. 

     

    2.12.       Title
      to Property.

     

    (a)       AGN
      has good and marketable title to all of its respective properties, interests
      in
      properties and assets, real and personal, reflected in the AGN Balance Sheet
      or
      acquired after the AGN Balance Sheet Date (except properties, interests in
      properties and assets sold or otherwise disposed of since the AGN Balance Sheet
      Date in the ordinary course of business), or with respect to leased properties
      and assets, valid leasehold interests in, free and clear of all mortgages,
      liens, pledges, charges or encumbrances of any kind or character, except
      (i) the lien of current taxes not yet due and payable, (ii) such
      imperfections of title, liens and easements as do not and will not materially
      detract from or interfere with the use of the properties subject thereto or
      affected thereby, or otherwise materially impair business operations involving
      such properties, and (iii) liens securing debt which is reflected on the
      AGN Balance Sheet. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (b)       All
      equipment (the “Equipment”)
      owned
      or leased by AGN, and such Equipment is, taken as a whole, (i) adequate for
      the conduct of AGN’s business, consistent with its past practice, and
      (ii) in good operating condition (except for ordinary wear and
      tear).

     

    2.13.       Intellectual
      Property.

     

    (a)       AGN
      owns, or is licensed or otherwise possesses legally enforceable rights to use
      all patents, patent rights, trademarks, trademark rights, trade names, domain
      names, trade name rights, service marks, copyrights, and any applications for
      any of the foregoing, maskworks, net lists, schematics, industrial models,
      inventions, technology, know-how, trade secrets, inventory, ideas, algorithms,
      processes, computer software programs or applications (in both source code
      and
      object code form), and tangible or intangible proprietary information or
      material (“Intellectual
      Property”)
      that
      are used or proposed to be used in AGN’s business as currently conducted or as
      proposed to be conducted by AGN, except to the extent that the failure to have
      such rights have not had and could not reasonably be expected to have a Material
      Adverse Effect on AGN.

     

    (b)       There
      is no material unauthorized use, disclosure, infringement or misappropriation
      of
      any Intellectual Property rights of AGN, any trade secret material to AGN or
      any
      Intellectual Property right of any third party to the extent licensed by or
      through AGN, by any third party, including any employee or former employee
      of
      AGN. AGN has not entered into any agreement to indemnify any other person
      against any charge of infringement of any Intellectual Property, other than
      indemnification provisions contained in purchase orders arising in the ordinary
      course of business.

     

    (c)       AGN
      is not or will not be as a result of the execution and delivery of this
      Agreement or the performance of its obligations under this Agreement, in breach
      of any license, sublicense or other agreement relating to the Intellectual
      Property or Third Party Intellectual Property Rights, the breach of which would
      have a Material Adverse Effect on AGN.

     

    2.14.       Taxes.

     

    (a)       For
      purposes of this Section 2.14 and other provisions of this Agreement relating
      to
      Taxes, the following definitions shall apply:

     

    (i)       The
      term “Taxes”
shall
      mean all taxes, however denominated, including any interest, penalties or other
      additions to tax that may become payable in respect thereof, (A) imposed by
      any federal, territorial, state, local or foreign government or any agency
      or
      political subdivision of any such government, which taxes shall include, without
      limiting the generality of the foregoing, all income or profits taxes (including
      but not limited to, federal, state and foreign income taxes), payroll and
      employee withholding taxes, unemployment insurance contributions, social
      security taxes, sales and use taxes, ad valorem taxes, excise taxes, franchise
      taxes, gross receipts taxes, withholding taxes, business license taxes,
      occupation taxes, real and personal property taxes, stamp taxes, environmental
      taxes, transfer taxes, workers’ compensation, Pension Benefit Guaranty
      Corporation premiums and other governmental charges, and other obligations
      of
      the same or of a similar nature to any of the foregoing, which are required
      to
      be paid, withheld or collected, (B) any liability for the payment of
      amounts referred to in (A) as a result of being a member of any affiliated,
      consolidated, combined or unitary group, or (C) any liability for amounts
      referred to in (A) or (B) as a result of any obligations to indemnify another
      person.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (ii)       The
      term “Returns”
shall
      mean all reports, estimates, declarations of estimated tax, information
      statements and returns required to be filed in connection with any Taxes,
      including information returns with respect to backup withholding and other
      payments to third parties.

     

    (b)       All
      Returns required to be filed by or on behalf of AGN have been duly filed on
      a
      timely basis and such Returns are true, complete and correct. All Taxes shown
      to
      be payable on such Returns or on subsequent assessments with respect thereto,
      and all payments of estimated Taxes required to be made by or on behalf of
      AGN
      under Section 6655 of the Code or comparable provisions of state, local or
      foreign law, have been paid in full on a timely basis, and no other Taxes are
      payable by AGN with respect to items or periods covered by such Returns (whether
      or not shown on or reportable on such Returns). AGN has withheld and paid over
      all Taxes required to have been withheld and paid over, and complied with all
      information reporting and backup withholding in connection with amounts paid
      or
      owing to any employee, creditor, independent contractor, or other third party.
      AGN has received, from each employee who holds stock that is subject to a
      substantial risk of forfeiture as of the date hereof, a copy of the election(s)
      made under Section 83(b) of the Code with respect to all such shares, and such
      elections were validly made and filed with the Internal Revenue Service in
      a
      timely fashion. There are no liens on any of the assets of AGN with respect
      to
      Taxes, other than liens for Taxes not yet due and payable or for Taxes that
      AGN
      is contesting in good faith through appropriate proceedings. AGN has not been
      at
      any time a member of an affiliated group of corporations filing consolidated,
      combined or unitary income or franchise tax returns for a period for which
      the
      statute of limitations for any Tax potentially applicable as a result of such
      shareholdership has not expired.

     

    (c)       The
      amount of AGN’s liabilities for unpaid Taxes for all periods through the date of
      the Financial Statements do not, in the aggregate, exceed the amount of the
      current liability accruals for Taxes reflected on the Financial Statements,
      and
      the Financial Statements properly accrue in accordance with generally accepted
      accounting principles (“GAAP”)
      all
      liabilities for Taxes of AGN payable after the date of the Financial Statements
      attributable to transactions and events occurring prior to such date. No
      liability for Taxes of AGN has been incurred or material amount of taxable
      income has been realized (or prior to and including the Effective Time will
      be
      incurred or realized) since such date other than in the ordinary course of
      business.

     

    (d)       Merger
      Sub and Juma have been furnished by AGN with true and complete copies of
      (i) relevant portions of income tax audit reports, statements of
      deficiencies, closing or other agreements received by or on behalf of AGN
      relating to Taxes, and (ii) all federal, state and foreign income or
      franchise tax returns and state sales and use tax Returns for or including
      AGN
      and any of its subsidiaries for all periods since AGN’s inception.

     

    (e)       No
      audit of the Returns of or including AGN by a government or taxing authority
      is
      in process, threatened or, to AGN’s knowledge, pending (either in writing or
      orally, formally or informally). No deficiencies exist or have been asserted
      (either in writing or orally, formally or informally) or are expected to be
      asserted with respect to Taxes of AGN, and AGN has not received notice (either
      in writing or orally, formally or informally) nor does it expect to receive
      notice that it has not filed a Return or paid Taxes required to be filed or
      paid. AGN is not a party to any action or proceeding for assessment or
      collection of Taxes, nor has such event been asserted or threatened (either
      in
      writing or orally, formally or informally) against AGN or any of its assets.
      No
      waiver or extension of any statute of limitations is in effect with respect
      to
      Taxes or Returns of AGN. AGN has disclosed on its federal and state income
      and
      franchise tax returns all positions taken therein that could give rise to a
      substantial understatement penalty within the meaning of Code Section 6662
      or
      comparable provisions of applicable state tax laws.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    2.15.       Employee
      Matters.
      AGN is
      in compliance in all material respects with all currently applicable federal,
      state, local and foreign laws and regulations respecting employment,
      discrimination in employment, terms and conditions of employment, wages, hours
      and occupational safety and health and employment practices, and is not engaged
      in any unfair labor practice. There are no pending claims against AGN under
      any
      workers compensation plan or policy or for long term disability. AGN has no
      material obligations under COBRA or any similar state law with respect to any
      former employees or qualifying beneficiaries thereunder. 

     

    2.16.       Material
      Contracts.

     

    (a)       Juma
      and/or Merger Sub have been provided by AGN with a list of all contracts and
      agreements to which AGN is a party and that are material to the business,
      results of operations, or condition (financial or otherwise), of AGN taken
      as a
      whole (such contracts, agreements and arrangements are hereinafter referred
      to
      as “Material
      Contracts”).
      

     

    (b)       Except
      as would not, individually or in the aggregate, have a Material Adverse Effect
      on AGN, each AGN license, each Material Contract is a legal, valid and binding
      agreement, and none of the AGN licenses or Material Contracts is in default
      by
      its terms or has been cancelled by the other party; AGN is not in receipt of
      any
      claim of default under any such agreement; and AGN does not anticipate any
      termination or change to, or receipt of a proposal with respect to, any such
      agreement as a result of the Merger or otherwise. AGN has furnished Juma with
      true and complete copies of all such agreements together with all amendments,
      waivers or other changes thereto.

     

    2.17.       Interested
      Party Transactions.
      Except
      as set forth in Schedule 2.17, AGN is not indebted to any director, officer,
      employee or agent of AGN (except for amounts due as normal salaries and bonuses
      and in reimbursement of ordinary expenses), and no such person is indebted
      to
      AGN. To AGN’s knowledge, none of AGN’s officers or directors, or any
      shareholders of their immediate families, are, directly or indirectly, indebted
      to AGN (other than in connection with purchases of the AGN Stock) or have any
      direct or indirect ownership interest in any firm or corporation with which
      AGN
      is affiliated or with which AGN has a business relationship, or any firm or
      corporation which competes with AGN except that officers, directors and/or
      equity holders of AGN may own stock in (but not exceeding two percent of the
      outstanding capital stock of) any publicly traded companies that may compete
      with AGN. To AGN’s knowledge, none of AGN’s officers or directors or any
      shareholders of their immediate families are, directly or indirectly, interested
      in any material contract with AGN. AGN is not a guarantor or indemnitor of
      any
      indebtedness of any other person, firm or corporation. Anything herein to the
      contrary notwithstanding, neither AGN nor any of its affiliates shall engage
      in
      any interested party transactions prior to the Effective Time without Juma’s
      prior written consent.

     

    2.18.       Insurance.
      AGN has
      policies of insurance and bonds of the type and in amounts customarily carried
      by persons conducting businesses or owning assets similar to those of AGN.
      There
      is no material claim pending under any of such policies or bonds as to which
      coverage has been questioned, denied or disputed by the underwriters of such
      policies or bonds. All premiums due and payable under all such policies and
      bonds have been paid and AGN is otherwise in compliance with the terms of such
      policies and bonds. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    2.19.       Compliance
      With Laws.
      AGN has
      complied with, is not in violation of, and has not received any notices of
      violation with respect to, any federal, state, local or foreign statute, law
      or
      regulation with respect to the conduct of its business, or the ownership or
      operation of its business, except for such violations or failures to comply
      as
      could not reasonably be expected to have a Material Adverse Effect on
      AGN.

     

    2.20.       Minute
      Books.
      The
      minute book of AGN made available to Merger Sub and Juma contains a complete
      summary of all meetings of directors and stockholders or actions by written
      consent since the time of incorporation of AGN through the date of this
      Agreement, and reflects all transactions referred to in such minutes accurately
      in all material respects.

     

    2.21.       Complete
      Copies of Materials.
      AGN has
      delivered or made available true and copies of each document that has been
      requested by Merger Sub and/or Juma or their counsel in connection with their
      legal and accounting review of AGN.

     

    2.22.       Brokers’
      and Finders’ Fees.
      AGN has
      not incurred, nor will it incur, directly or indirectly, any liability for
      brokerage or finders’ fees or agents’ commissions or investment bankers’ fees or
      any similar charges in connection with this Agreement or any transaction
      contemplated hereby.

     

    2.23.       No
      Vote Required.
      Upon
      the execution of this Agreement by all AGN Shareholders, no other vote of the
      holders of AGN Shares is necessary to approve this Agreement and the
      transactions contemplated hereby.

     

    2.24.       Third
      Party Consents.
      No
      consent or approval is needed from any third party in order to effect the
      Merger, this Agreement or any of the transactions contemplated
      hereby.

     

    2.25.       Representations
      Complete.
      None of
      the representations or warranties made by AGN herein or in any schedule or
      exhibit hereto, or certificate(s) furnished by AGN pursuant to this Agreement,
      when all such documents are read together in their entirety, contains or will
      contain at the Effective Time any untrue statement of a material fact, or omits
      or will omit at the Effective Time to state any material fact necessary in
      order
      to make the statements contained herein or therein, in the light of the
      circumstances under which made, not misleading.

     

    SECTION
      THREE

     

    3.       Representations
      and Warranties of Merger Sub and Juma.

     

    Except
      as
      disclosed in a document dated as of the date of this Agreement and delivered
      by
      Merger Sub and Juma to AGN prior to the execution and delivery of this Agreement
      and referring to the representations and warranties in this Agreement (the
      “Merger
      Sub/Juma Disclosure Schedule”),
      Merger Sub and Juma hereby represent and warrant to AGN and AGN Shareholders
      as
      follows:

     

    3.1.       Organization,
      Standing and Power.
      Both
      Merger Sub and Juma are a corporations duly organized, validly existing and
      in
      good standing under the laws of their jurisdictions of organization. Both Merger
      Sub and Juma have the corporate power to own their properties and to carry
      on
      their businesses as now being conducted and as proposed to be conducted and
      are
      duly qualified to do business and are in good standing in each jurisdiction
      in
      which the failure to be so qualified and in good standing would have a Material
      Adverse Effect on Merger Sub and/or Juma. Merger Sub and Juma have delivered
      true and correct copies of their Articles of Incorporation and Bylaws or other
      charter documents, as applicable, of Merger Sub and Juma, each as amended to
      date, to AGN. Neither Merger Sub or Juma nor any of its subsidiaries is in
      violation of any material provisions of their Articles of Incorporation or
      Bylaws or equivalent organizational documents.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    3.2.       Capital
      Structure.

     

    The
      authorized capital stock of Merger Sub consists of 3,000 shares of Common Stock,
      no-par value, of which one hundred (100) shares were issued and outstanding
      to
      Juma as of the close of business on February 27, 2007. The authorized capital
      stock of Juma consists of 900,000,000 shares of Common Stock, $0.001 par value,
      of which 41,535,000
      shares
      were issued and outstanding as of the close of business on February 27, 2007.
      Other than as contemplated under this Agreement, and as set forth on Schedule
      3.2, there are no options, warrants, calls, rights, commitments or agreements
      of
      any character to which Merger Sub and/or Juma is a party or by which either
      of
      them is bound obligating Merger Sub and/or Juma to issue, deliver, sell,
      repurchase or redeem, or cause to be issued, delivered, sold, repurchased or
      redeemed, any shares of the capital stock of Merger Sub and/or Juma or
      obligating Merger Sub and/or Juma to grant, extend or enter into any such
      option, warrant, call, right, commitment or agreement. The shares of Juma Common
      Stock to be issued to the AGN Shareholders pursuant to the Merger will be duly
      authorized, validly issued, fully paid, and non-assessable.

     

    3.3.       Authority.
      Merger
      Sub and Juma have all requisite corporate power and authority to enter into
      this
      Agreement and to consummate the transactions contemplated hereby. The execution
      and delivery of this Agreement and the consummation of the transactions
      contemplated hereby have been duly authorized by all necessary corporate action
      on the part of Merger Sub and Juma (other than, with respect to the Merger,
      the
      filing and recordation of appropriate merger documents as required by Delaware
      law). This Agreement has been duly executed and delivered by Merger Sub and
      Juma
      and constitutes the valid and binding obligations of Juma. 

     

    3.4.       No
      Conflict; Required Filings and Consents.

     

    (a)       The
      execution and delivery of this Agreement do not, and the consummation of the
      transactions contemplated hereby will not, conflict with, or result in any
      violation of, or default under (with or without notice or lapse of time, or
      both), or give rise to a right of termination, cancellation or acceleration
      of
      any obligation or loss of a benefit under (i) any provision of the Articles
      of Incorporation or Bylaws of Merger Sub and/or Juma, as amended, or
      (ii) any material mortgage, indenture, lease, contract or other agreement
      or instrument, permit, concession, franchise, license, judgment, order, decree,
      statute, law, ordinance, rule or regulation applicable to Juma or its properties
      or assets. 

     

    (b)       No
      consent, approval, order or authorization of, or registration, declaration
      or
      filing with, any Governmental Entity, is required by or with respect to Juma
      in
      connection with the execution and delivery of this Agreement by Merger Sub
      and/or Juma or the consummation by Merger Sub and/or Juma of the transactions
      contemplated hereby, except for (i) the filing of appropriate merger
      documents as required by the DGCL, (ii) the filing of a Form 8-K with the
      SEC within four days after the Closing Date, (iii) the filing with the SEC
      of a notice on Form D and any other filings as may be required under applicable
      state securities laws and the securities laws of any foreign country, and
      (iv) such other consents, authorizations, filings, approvals and
      registrations which, if not obtained or made, would not have a Material Adverse
      Effect on Merger Sub and/or Juma and would not prevent, materially alter or
      delay any the transactions contemplated by this Merger.

     

    
      
        
        

      

      
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    3.5.       SEC
      Documents; Financial Statements.

     

    (a)       The
      financial statements of Juma, including the notes thereto, included in the
      Merger Sub/Juma SEC Documents (the “Juma
      Financial Statements”)
      were
      complete and correct in all material respects as of their respective filing
      dates, complied as to form in all material respects with applicable accounting
      requirements and with the published rules and regulations of the SEC with
      respect thereto as of their respective dates, and have been prepared in
      accordance with United States generally accepted accounting principles applied
      on a basis consistent throughout the periods indicated. The Juma Financial
      Statements fairly present the consolidated financial condition and operating
      results of Juma and its subsidiaries at the dates and during the periods
      indicated therein. There has been no change in Juma accounting policies except
      as described in the notes to the Juma Financial Statements.

     

    3.6.       Absence
      of Undisclosed Liabilities.
      Other
      than as set forth on Schedule 3.6 attached hereto, Merger Sub and/or Juma have
      no material obligations or liabilities of any nature (matured or unmatured,
      fixed or contingent) other than (i) those set forth or adequately provided
      for in the Balance Sheet included in Juma’s report on Form 8-K heretofore made
      available to AGN for the period ended December 31, 2006 (the “Juma
      Balance Sheet”),
      (ii) those incurred in the ordinary course of business and not required to
      be set forth in the Juma Balance Sheet under United States generally accepted
      accounting principles, and (iii) those incurred in the ordinary course of
      business since the Juma Balance Sheet Date and consistent with past
      practice.

     

    3.7.       Absence
      of Certain Changes.
      Since
      December 31, 2006 (the “Juma
      Balance Sheet Date”),
      Juma
      has conducted its business in the ordinary course in a manner consistent with
      past practice and there has not occurred: (i) any change, event or
      condition (whether or not covered by insurance) that has resulted in, or might
      reasonably be expected to result in, a Material Adverse Effect to Juma;
      (ii) any declaration, setting aside, or payment of a dividend or other
      distribution with respect to the shares of Juma, or any direct or indirect
      redemption, purchase or other acquisition by Juma of any of its shares of
      capital stock; (iii) any material amendment or change to Juma’s Articles of
      Incorporation or Bylaws; or (iv) any negotiation or agreement by Juma to do
      any of the things described in the preceding clauses (i) through (iii) (other
      than negotiations with AGN and its representatives regarding the transactions
      contemplated by this Agreement).

     

    3.8.       Litigation.
      There
      is no private or governmental action, suit, proceeding, claim, arbitration
      or
      investigation pending before any agency, court or tribunal, foreign or domestic,
      or, to the knowledge of Merger Sub and/or Juma or any of their subsidiaries,
      threatened against Merger Sub and/or Juma or any of their subsidiaries or any
      of
      their respective properties or any of their respective officers or directors
      (in
      their capacities as such) that, individually or in the aggregate, could
      reasonably be expected to have a Material Adverse Effect on Juma. There is
      no
      judgment, decree or order against Merger Sub and/or Juma or any of their
      subsidiaries or, to the knowledge of Juma or any of its subsidiaries, any of
      their respective directors or officers (in their capacities as such) that could
      prevent, enjoin, or materially alter or delay any of the transactions
      contemplated by this Agreement, or that could reasonably be expected to have
      a
      Material Adverse Effect on Juma.

     

    3.9.       Governmental
      Authorization.
      Each of
      Merger Sub and/or Juma and their subsidiaries has obtained each federal, state,
      county, local or foreign governmental consent, license, permit, grant, or other
      authorization of a Governmental Entity that is required for the operation of
      Juma’s or any of its subsidiaries’ business (“Juma
      Authorizations”),
      and
      all of such Juma Authorizations are in full force and effect, except where
      the
      failure to obtain or have any of such Juma Authorizations could not reasonably
      be expected to have a Material Adverse Effect on Juma.

     

    
      
        
        

      

      
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    3.10.       Compliance
      With Laws.
      Each of
      Merger Sub and/or Juma and their subsidiaries have complied with, are not in
      violation of, and have not received any notices of violation with respect to,
      any federal, state, local or foreign statute, law or regulation with respect
      to
      the conduct of their businesses, or the ownership or operation of their
      business, except for such violations or failures to comply as could not
      reasonably be expected to have a Material Adverse Effect on Merger Sub and/or
      Juma.

     

    3.11.       Broker’s
      and Finders’ Fees.
      Merger
      Sub and/or Juma have not incurred, nor will they incur, directly or indirectly,
      any liability for brokerage or finders’ fees or agents’ commissions or
      investment bankers’ fees or any similar charges in connection with this
      Agreement or any transaction contemplated hereby.

     

    3.12.       Accounting
      and Tax Matters.
      [Reserved].

     

    SECTION
      FOUR

     

    4.       Conduct
      Prior to the Effective Time.

     

    4.1.       Conduct
      of Business of AGN and Juma.
      During
      the period from the date of this Agreement and continuing until the earlier
      of
      the termination of this Agreement or the Effective Time, each of AGN, Merger
      Sub
      and Juma agrees (except to the extent expressly contemplated by this Agreement
      or as consented to in writing by the other parties), to carry on its and its
      subsidiaries’ business in the usual, regular and ordinary course in
      substantially the same manner as heretofore conducted, to pay and to cause
      its
      subsidiaries to pay debts and Taxes when, to pay or perform other obligations
      when due, and to use all reasonable efforts consistent with past practice and
      policies to preserve intact its and its subsidiaries’ present business
      organization, keep available the services of its and its subsidiaries’ present
      officers and key employees and preserve its and its subsidiaries’ relationships
      with customers, suppliers, distributors, licensors, licensees, and others having
      business dealings with it or its subsidiaries, to the end that its and its
      subsidiaries’ goodwill and ongoing businesses shall be unimpaired at the
      Effective Time. Each of AGN, Merger Sub and Juma agrees to promptly notify
      the
      other of any event or occurrence not in the ordinary course of its or its
      subsidiaries’ business, and of any event that could have a Material Adverse
      Effect. Without limiting the foregoing, except as expressly contemplated by
      this
      Agreement, neither AGN, Merger Sub nor Juma shall do, cause or permit any of
      the
      following, or allow, cause or permit any of its subsidiaries to do, cause or
      permit any of the following, without the prior written consent of the
      other:

     

    (a)       Charter
      Documents.
      Cause
      or permit any amendments to their Articles of Incorporation or
      Bylaws;

     

    (b)       Dividends;
      Changes in Capital Stock.
      Declare
      or pay any dividends on or make any other distributions (whether in cash, stock
      or property) in respect of any of its capital stock, or (except in the case
      of
      Juma’s recapitalization of its shares as set forth in Section 5.12(a) hereof)
      split, combine or reclassify any of its capital stock or issue or authorize
      the
      issuance of any other securities in respect of, in lieu of or in substitution
      for shares of its capital stock, or repurchase or otherwise acquire, directly
      or
      indirectly, any shares of its capital stock except from former employees,
      directors and consultants in accordance with agreements providing for the
      repurchase of shares in connection with any termination of service to it or
      its
      subsidiaries;

     

    (c)       Stock
      Option Plans, Etc.
      Approve
      and adopt any stock plans or stock option plans; 

     

    
      
        
        

      

      
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    (d)       Extraordinary
      Transactions.
      Enter
      into any transactions that involve any corporate reorganization, change of
      control, acquisition, merger, undertaking of liability in excess of $10,000,
      sale of assets over $10,000, sale of equity in excess of value of $50,000,
      or
      other transaction or event which could substantially effect the viability or
      integrity of AGN (“Extraordinary Transactions”); or

     

    (e)       Other.
      Take,
      or agree in writing or otherwise to take, any of the actions described in
      Sections 4.1(a) through (d) above, or any action which would make any of
      its representations or warranties contained in this Agreement untrue or
      incorrect or prevent it from performing or cause it not to perform its covenants
      hereunder.

     

    4.2.       Conduct
      of Business of AGN.
      During
      the period from the date of this Agreement and continuing until the earlier
      of
      the termination of this Agreement or the Effective Time, except as expressly
      contemplated by this Agreement, AGN shall not do, cause or permit any of the
      following, without the prior written consent of Merger Sub and
      Juma:

     

    (a)       Material
      Contracts.
      Enter
      into any material contract or commitment, or violate, amend or otherwise modify
      or waive or terminate any of the terms of any of its Material Contracts, other
      than in the ordinary course of business consistent with past
      practice;

     

    (b)       Issuance
      of Securities.
      Issue,
      deliver or sell or authorize or propose the issuance, delivery or sale of,
      or
      purchase or propose the purchase of, any shares of its AGN Shares or securities
      convertible into, or subscriptions, rights, warrants or options to acquire,
      or
      other agreements or commitments of any character obligating it to issue any
      such
      shares or other convertible securities; 

     

    (c)       Intellectual
      Property.
      Transfer to any person or entity any rights to its Intellectual
      Property;

     

    (d)       Exclusive
      Rights.
      Enter
      into or amend any agreements pursuant to which any other party is granted
      exclusive marketing or other exclusive rights of any type or scope with respect
      to any of its products or technology;

     

    (e)       Dispositions.
      Sell,
      lease, license or otherwise dispose of or encumber any of its properties or
      assets which are material, individually or in the aggregate, to its business,
      taken as a whole, except in the ordinary course of business consistent with
      past
      practice;

     

    (f)       Indebtedness.
      Incur
      any indebtedness for borrowed money or guarantee any such indebtedness or issue
      or sell any debt securities or guarantee any debt securities of
      others;

     

    (g)       Insurance.
      Materially reduce the amount of any material insurance coverage provided by
      existing insurance policies;

     

    (h)       Termination
      or Waiver.
      Terminate or waive any right of substantial value, other than in the ordinary
      course of business;

     

    (i)       Employee
      Benefit Plans; New Hires; Pay Increases.
      Adopt
      any employee benefit or stock purchase or option plan, or hire any new director
      level or officer level employee, pay any special bonus or special remuneration
      to any employee or director, or increase the salaries or wage rates of its
      employees;

     

    
      
        
        

      

      
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    (j)       Taxes.
      Other
      than in the ordinary course of business, make or change any material election
      in
      respect of Taxes, adopt or change any accounting method in respect of Taxes,
      file any material Tax Return or any amendment to a material Tax Return, enter
      into any closing agreement, settle any claim or assessment in respect of Taxes,
      or consent to any extension or waiver of the limitation period applicable to
      any
      claim or assessment in respect of Taxes;

     

    (k)       Revaluation.
      Revalue
      any of its assets, including without limitation writing down the value of
      inventory or writing off notes or accounts receivable other than in the ordinary
      course of business;

     

    (l)       Liability
      Limit.
      Upon
      closing, AGN shall maintain contingent and/or historical liabilities including
      any and all accounts payable and other accrued liabilities not to exceed $50,000
      (“Liability
      Limit”).
      The
      Liability Limit does not include recurring monthly expenses and/or ongoing
      overhead incurred from the date of Closing. Merger Sub and/or Juma shall not
      accept any form of historical liability of AGN in excess of the Liability Limit;
      or

     

    (m)       Other.
      Take or
      agree in writing or otherwise to take, any of the actions described in Sections
      4.2(a) through (l) above, or any action which would make any of its
      representations or warranties contained in this Agreement untrue or incorrect
      or
      prevent it from performing or cause it not to perform its covenants
      hereunder.

     

    4.3.       No
      Solicitation.
      AGN and
      its officers, directors, employees or other agents of AGN will not, directly
      or
      indirectly, (i) take any action to solicit, initiate or encourage any Takeover
      Proposal (as defined below) or (ii) engage in negotiations with, or disclose
      any
      nonpublic information relating to AGN to, or afford access to the properties,
      books or records of AGN to, any person that has advised AGN that it may be
      considering making, or that has made, a Takeover Proposal. AGN will promptly
      notify Merger Sub and Juma after receipt of any Takeover Proposal or any notice
      that any person is considering making a Takeover Proposal or any request for
      nonpublic information relating to AGN or for access to the properties, books
      or
      records of AGN by any person that has advised AGN that it may be considering
      making, or that has made, a Takeover Proposal and will keep Juma fully informed
      of the status and details of any such Takeover Proposal notice or request.
      For
      purposes of this Agreement, “Takeover Proposal” means any offer or proposal for,
      or any indication of interest in, a merger or other business combination
      involving AGN or the acquisition of any significant equity interest in, or
      a
      significant portion of the assets of AGN, other than the transactions
      contemplated by this Agreement.

     

    SECTION
      FIVE

     

    5.       Additional
      Agreements.

     

    5.1.       Best
      Efforts and Further Assurances.
      Each of
      the Parties to this Agreement shall use its best efforts to effectuate the
      transactions contemplated hereby and to fulfill and cause to be fulfilled the
      conditions to closing under this Agreement. Each party hereto, at the reasonable
      request of another party hereto, shall execute and deliver such other
      instruments and do and perform such other acts and things as may be necessary
      or
      desirable for effecting completely the consummation of this Agreement and the
      transactions contemplated hereby.

     

    
      
        
        

      

      
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    5.2.       Consents;
      Cooperation.

     

    (a)       Each
      of Merger Sub, Juma and AGN shall use their reasonable best efforts to promptly
      (i) obtain from any Governmental Entity any consents, licenses, permits,
      waivers, approvals, authorizations or orders required to be obtained or made
      by
      Merger Sub, Juma or AGN in connection with the authorization, execution and
      delivery of this Agreement and the consummation of the transactions contemplated
      hereunder, and (ii) make all necessary filings, and thereafter make any other
      required submissions, with respect to this Agreement and the Merger required
      under the Securities Act and the Exchange Act and any other applicable federal,
      state or foreign securities laws.

     

    (b)       From
      the date of this Agreement until the earlier of the Effective Time or the
      termination of this Agreement, each party shall promptly notify the other party
      in writing of any pending or, to the knowledge of such party, threatened action,
      proceeding or other event that may cause a Material Adverse Effect.


     

    5.3.       Access
      to Information.

     

    (a)       AGN
      shall afford Merger Sub and/or Juma and their accountants, counsel and other
      representatives, reasonable access during normal business hours during the
      period prior to the Effective Time to (i) all of AGN’s properties, books,
      contracts, commitments and records, and (ii) all other information
      concerning the business, properties and personnel of AGN as Juma may reasonably
      request. AGN agrees to provide to Merger Sub, Juma and their accountants,
      counsel and other representatives copies of internal financial statements
      promptly upon request. Juma shall afford AGN and its accountants, counsel and
      other representatives, reasonable access during normal business hours during
      the
      period prior to the Effective Time to (x) all of Juma’s and any Juma
      subsidiaries’ properties, books, contracts, commitments and records, and
      (y) all other information concerning the business, properties and personnel
      of Juma and any of its subsidiaries, as AGN may reasonably request. Juma agrees
      to provide to AGN and its accountants, counsel and other representatives copies
      of internal financial statements promptly upon request.

     

    (b)       Subject
      to compliance with applicable law, from the date hereof until the Effective
      Time, each of Merger Sub, Juma and AGN shall confer on a regular and frequent
      basis with one or more representatives of the other party to report operational
      matters of materiality and the general status of ongoing
      operations.

     

    (c)       No
      information or knowledge obtained in any investigation pursuant to this
      Section 5.3 shall affect or be deemed to modify any representation or
      warranty contained herein or the conditions to the obligations of the parties
      to
      consummate the Merger.

     

    5.4.       Confidentiality.
      The
      information received in accordance with Section 5.3 shall be deemed to be
“Confidential
      Information.”
Each
      of Merger Sub, Juma and AGN and each AGN Shareholder agrees that it will treat
      in confidence all documents, materials, and other Confidential Information
      that
      it shall have obtained regarding any other party during the course of the
      negotiations leading to the consummation of the transactions contemplated hereby
      (whether obtained before or after the date of this Agreement), the investigation
      provided for herein, and the preparation of this Agreement and other related
      documents. Such documents, materials, and other Confidential Information shall
      not be communicated to any third person (other than to its respective counsel,
      accountants, financial advisors, or lenders) and shall not be used for any
      purpose to the detriment of any other party. No party shall use any Confidential
      Information in any manner whatsoever except solely for the purpose of evaluating
      a possible business relationship as contemplated by this Agreement. No party
      and
      no representative of a party will, during the term of this Agreement or at
      any
      time during the two years thereafter, irrespective of the time, manner, or
      cause
      of termination of this Agreement, use, disclose, copy, or assist any other
      person in the use, disclosure, or copying of any documents, materials, or other
      Confidential Information of any other party hereto. 

     

    
      
        
        

      

      
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    5.5.       Public
      Disclosure.
      Unless
      otherwise permitted by this Agreement, Merger Sub, Juma and AGN shall consult
      with each other before issuing any press release or otherwise making any public
      statement or making any other public (or non-confidential) disclosure (whether
      or not in response to an inquiry) regarding the terms of this Agreement and
      the
      transactions contemplated hereby, and neither shall issue any such press release
      or make any such statement or disclosure without the prior approval of the
      other
      (which approval shall not be unreasonably withheld), except as may be required
      by law. 

     

    5.6.       State
      Statutes.
      If any
      state takeover law shall become applicable to the transactions contemplated
      by
      this Agreement, Juma and its Board of Directors or AGN and its Board of
      Directors, as the case may be, shall use their reasonable best efforts to grant
      such approvals and take such actions as are necessary so that the transactions
      contemplated by this Agreement may be consummated as promptly as practicable
      on
      the terms contemplated by this Agreement and otherwise to minimize the effects
      of such state takeover law on the transactions contemplated by this
      Agreement.

     

    5.7.       Filings
      or Notices Pursuant to Securities Laws. 

     

    (a)       Merger
      Sub and/or Juma shall prepare and file with the SEC a notice on Form D and
      such
      other notices or applications as Merger Sub and/or Juma may deem appropriate
      under state securities laws in connection with the transactions contemplated
      by
      this Agreement. AGN, each AGN Shareholder, Merger Sub, and Juma shall take
      any
      action required to be taken under any applicable federal or state securities
      laws in connection with the issuance of the Stock Consideration. AGN and each
      AGN Shareholder shall furnish, or cause such part to furnish, to Merger Sub
      and/or Juma all information concerning AGN and the AGN Shareholders as Merger
      Sub and/or Juma may reasonably request in connection with such
      actions.

     

    (b)       The
      information supplied by any party for inclusion in the notices or other filings
      in accordance with this Section 5.7 shall not, at the time filed, contain any
      untrue statement of a material fact or omit to state any material fact required
      to be stated therein or necessary in order to make the statements therein not
      misleading. If at any time prior to the Closing any event or circumstance
      relating to any party or any party’s affiliates, or its or their respective
      officers or directors, is discovered by any party that should be set forth
      in a
      supplement or amendment to any notices or other filings in accordance with
      this
      Section 5.7, such party shall promptly inform each other party thereof in
      writing. All documents that such party is responsible for filing with the SEC
      or
      any state authority in connection with the transactions contemplated herein
      shall comply as to form in all material respects with the applicable
      requirements of the Securities Act and the rules and regulations thereunder,
      the
      Exchange Act and the rules and regulations thereunder, state securities laws,
      and other applicable state laws

     

    5.8.       Acquisition
      of Juma Common Stock.
      The
      consummation of this Agreement and the transactions contemplated herein,
      including the issuance of the Juma Common Stock to the AGN Shareholders as
      contemplated hereby, constitutes the offer and sale of securities under the
      Securities Act and applicable state securities Laws. Such transactions shall
      be
      consummated in reliance on exemptions from the registration and prospectus
      delivery requirements of such statutes that depend, among other items, on the
      circumstances under which the AGN Shareholders acquire such securities
      comprising the Merger Consideration. 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (a)       In
      order to provide documentation for reliance upon exemptions from the
      registration and prospectus delivery requirements for the issuance of Juma
      Common Stock in the Merger, each AGN Shareholder hereby makes the following
      representations and warranties:

     

    (i)       Such
      AGN Shareholder acknowledges that neither the SEC nor the securities commission
      of any state or other federal agency has made any determination as to the merits
      of acquiring the Juma Common Stock, and that the transactions contemplated
      herein involve certain risks.

     

    (ii)       Such
      AGN Shareholder has received and read this Agreement and understands the risk
      related to the consummation of the transactions herein
      contemplated.

     

    (iii)       Such
      AGN Shareholder has such knowledge and experience in business and financial
      matters that such AGN Shareholder is capable of evaluating the Merger and Juma
      and its business operations.

     

    (iv)       Such
      AGN Shareholder has been provided with a copy of the Agreement and the related
      disclosure schedules of the parties hereto plus all materials and information
      requested by each or his or her representative, including any information
      requested to verify any information furnished (to the extent such information
      is
      available or can be obtained without unreasonable effort or expense), and each
      has been provided the opportunity for direct communication with Juma and its
      representatives regarding the transactions contemplated hereby.

     

    (v)       All
      information that each AGN Shareholder has provided to Merger Sub and/or Juma
      or
      its agents or representatives concerning suitability to hold shares in Juma
      following the transactions contemplated hereby is complete, accurate, and
      correct.

     

    (vi)       Such
      AGN Shareholder has not offered or sold any interest in this Agreement and
      has
      no present intention of dividing the Juma Common Stock to be received or the
      rights under this Agreement with others or of reselling or otherwise disposing
      of any portion of such stock or rights, either currently or after the passage
      of
      a fixed or determinable period of time or on the occurrence or nonoccurrence
      of
      any predetermined event or circumstance.

     

    (vii)       Such
      AGN Shareholder was at no time solicited by any leaflet, public promotional
      meeting, circular, newspaper or magazine article, radio or television
      advertisement, or any other form of general advertising or solicitation in
      connection with the offer, sale, or purchase of the Juma Common Stock through
      this Agreement.

     

    (viii)       As
      a result of the Merger, such AGN Shareholder believes that its financial
      prospects resulting from its ownership in Juma will not be materially less
      favorable than his or her retained ownership in AGN. Each AGN Shareholder
      anticipates no need in the foreseeable future to sell the Juma Common Stock
      to
      be acquired pursuant hereto. Each is able to bear the economic risks of this
      investment, and consequently, without limiting the generality of the foregoing,
      is able to hold the Juma Common Stock to be received for an indefinite period.
      

     

    (ix)       Such
      AGN Shareholder understands that the Juma Common Stock has not been registered,
      but is being acquired by reason of a specific exemption under the Securities
      Act
      as well as under certain state securities Laws for transactions by an issuer
      not
      involving any public offering and that any disposition of the Juma Common Stock
      may, under certain circumstances, be inconsistent with this exemption and may
      make the holder who disposes of such stock an “underwriter” within the meaning
      of the Securities Act. It is understood that the definition of “underwriter”
focuses upon the concept of “distribution” and that any subsequent disposition
      of the subject Juma Common Stock can only be effected in transactions that
      are
      not considered distributions. 

     

    
      
        
        

      

      
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    (x)       Such
      AGN Shareholder acknowledges that the shares of Juma Common Stock must be held
      and may not be sold, transferred, or otherwise disposed of for value unless
      they
      are subsequently registered under the Securities Act or an exemption from such
      registration is available. Juma is under no obligation to register the Juma
      Common Stock under the Securities Act. If Rule 144 is available (and no
      assurance is given that it will be except as expressly set forth in this
      Agreement), after one year and prior to two years following the Effective Date,
      only routine sales of such Juma Common Stock in limited amounts can be made
      in
      reliance upon Rule 144 in accordance with the terms and conditions of that
      rule.
      Juma is under no obligation to the AGN Shareholders to make Rule 144 available,
      except as may be expressly agreed to by it in writing in this Agreement, and
      in
      the event Rule 144 is not available, compliance with Regulation A or some other
      disclosure exemption may be required before such persons can sell, transfer,
      or
      otherwise dispose of such Juma Common Stock without registration under the
      Securities Act. Juma’s registrar and transfer agent will maintain a
      stop-transfer order against the registration of transfer of the Juma Common
      Stock, and the certificate representing the Juma Common Stock will bear a legend
      in substantially the following form so restricting the sale of such
      securities:

     

    The
      securities represented by this certificate have not been registered under the
      Securities Act of 1933, as amended (the “Securities Act”), and are “restricted
      securities” within the meaning of Rule 144 promulgated under the Securities Act.
      The securities have been acquired for investment and may not be sold or
      transferred without complying with Rule 144 in the absence of an effective
      registration or other compliance under the Securities Act.

     

    (xi)       Such
      AGN Shareholder acknowledges that Juma may refuse to register transfer shares
      of
      the Juma Common Stock in the absence of compliance with Rule 144 unless the
      holder furnishes the issuer with a “no-action” or interpretive letter from the
      SEC or an opinion of counsel reasonably acceptable to Juma stating that the
      transfer is proper. Further, unless such letter or opinion states that the
      shares of Juma Common Stock are free of any restrictions under the Securities
      Act, Juma may refuse to transfer the Juma Common Stock to any transferee that
      does not furnish in writing to Juma the same representations and agree to the
      same conditions respecting such Juma Common Stock as set forth herein. Juma
      may
      also refuse to transfer the Juma Common Stock if any circumstances are present
      reasonably indicating that the transferee’s representations are not
      accurate.

     

    (b)       Such
      AGN Shareholder shall execute and deliver to Merger Sub and/or Juma, at or
      prior
      to the Closing, such further letters of representation, acknowledgment,
      suitability, or the like, as Merger Sub and/or Juma and its counsel may
      reasonably request in connection with reliance on exemptions from registration
      under such securities Laws.

     

    (c)       Each
      Party acknowledges that the basis for relying on exemptions from registration
      or
      qualifications are factual, depending on the conduct of the various parties,
      and
      that no legal opinion or other assurance will be required or given to the effect
      that the transactions contemplated hereby are in fact exempt from registration
      or qualification.

     

    (d)       So
      long as the original holders of the Stock Consideration are subject to Rule
      144,
      Juma will use its commercially reasonable efforts to maintain its status as
      a
      public company under the Securities Act and to make, in a timely manner, the
      filings and reports required by the Exchange Act.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    5.9.       Merger
      Sub Restructuring.
      At or
      prior to the Closing, Merger Sub shall:

     

    (a)       consent
      to the election as directors of the following persons, each to assume office
      at
      the Closing and to serve until the next annual meeting of stockholders and
      until
      his successor is elected and
      qualified:       

     

    


     

           [___________]

     

    (b)       obtain
      the approval of the foregoing by the stockholders of Merger Sub in the manner
      required by the DGCL and Merger Sub’s certificate of incorporation and bylaws.


     

    SECTION
      SIX 

     

    6.       Conditions
      to the Merger.

     

    6.1.       Conditions
      to Obligations of Each Party to Effect the Merger.
      The
      respective obligations of each party to this Agreement to consummate and effect
      this Agreement and the transactions contemplated hereby shall be subject to
      the
      satisfaction on or prior to the Effective Time of each of the following
      conditions, any of which may be waived, in writing, by agreement of all the
      parties hereto:

     

    (a)       Stockholder
      Approval. [Reserved].

     

    (b)       No
      Injunctions or Restraints; Illegality. No temporary restraining order,
      preliminary or permanent injunction or other order issued by any court of
      competent jurisdiction or other legal or regulatory restraint or prohibition
      preventing the consummation of the Merger shall be in effect, nor shall any
      proceeding brought by an administrative agency or commission or other
      governmental authority or instrumentality, domestic or foreign, seeking any
      of
      the foregoing be pending; nor shall there be any action taken, or any statute,
      rule, regulation or order enacted, entered, enforced or deemed applicable to
      the
      Merger, which makes the consummation of the Merger illegal. In the event an
      injunction or other order shall have been issued, each party agrees to use
      its
      reasonable diligent efforts to have such injunction or other order
      lifted.

     

    (c)       Governmental
      Approval. Merger Sub, Juma and AGN shall have timely obtained from each
      Governmental Entity all approvals, waivers and consents, if any, necessary
      for
      consummation of or in connection with the Merger and the several transactions
      contemplated hereby, including, without limitation, such approvals, waivers
      and
      consents as may be required under the Securities Act and under any state
      securities laws.

     

    (d)       Approval
      of Form 8-K. Merger Sub, Juma and AGN have approved the Form 8-K to be filed
      with the SEC within four (4) days of the Effective Time. 

     

    6.2.       Additional
      Conditions to Obligations of AGN.
      The
      obligations of AGN to consummate and effect this Agreement and the transactions
      contemplated hereby shall be subject to the satisfaction at or prior to the
      Effective Time of each of the following conditions, any of which may be waived,
      in writing, by AGN:

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (a)       Representations,
      Warranties and Covenants
      (i) Each of the representations and warranties of Juma in this Agreement
      that is expressly qualified by a reference to materiality shall be true in
      all
      respects as so qualified, and each of the representations and warranties of
      Merger Sub and/or Juma in this Agreement that is not so qualified shall be
      true
      and correct in all material respects, on and as of the Effective Time as though
      such representation or warranty had been made on and as of such time (except
      that those representations and warranties which address matters only as of
      a
      particular date shall remain true and correct as of such date), and
      (ii) Merger Sub and Juma shall have performed and complied in all material
      respects with all covenants, obligations and conditions of this Agreement
      required to be performed and complied with by them as of the Effective
      Time.

     

    (b)       Certificates
      of Merger Sub and Juma.

     

    (i)       Compliance
      Certificates of Merger Sub and Juma.
      AGN
      shall have been provided with certificates executed on behalf of Merger Sub
      and
      Juma by their Presidents to the effect that, as of the Effective Time, each
      of
      the conditions set forth in Section 6.2(a) above and (d) below has been
      satisfied with respect to Merger Sub and Juma.

     

    (ii)       Certificate
      of Secretary of Merger Sub and Juma.
      AGN
      shall have been provided with certificates executed by the Secretaries of Merger
      Sub and Juma certifying:

     

    (A)       Resolutions
      duly adopted by the Board of Directors and consent of the holders of a majority
      of outstanding shares of Merger Sub and Juma previously authorizing the
      execution of this Agreement and the execution, performance and delivery of
      all
      agreements, documents and transactions contemplated hereby; and

     

    (B)       The
      incumbency of the officers of Merger Sub and Juma executing this Agreement
      and
      all agreements and documents contemplated hereby.

     

    (c)       No
      Material Adverse Changes.
      No
      material adverse change shall have occurred in the condition (financial or
      otherwise), properties, assets (including intangible assets), liabilities,
      business, operations, results of operations or prospects of Juma, taken as
      a
      whole.

     

    (d)       Good
      Standing.
      AGN
      shall have received a certificate or certificates of the Secretary of State
      of
      the State of Delaware certifying as of a date no more than ten (10) business
      days prior to the Effective Time that Merger Sub and Juma are, as of such date,
      in good standing and authorized to transact business as a domestic
      corporation.

     

    6.3.       Additional
      Conditions to the Obligations of Juma.
      The
      obligations of Merger Sub and Juma to consummate and effect this Agreement
      and
      the transactions contemplated hereby shall be subject to the satisfaction at
      or
      prior to the Effective Time of each of the following conditions, any of which
      may be waived, in writing, by Juma:

     

    (a)       Representations,
      Warranties and Covenants.
      (i) Each of the representations and warranties of AGN and the AGN
      Shareholders in this Agreement that is expressly qualified by a reference to
      materiality shall be true in all respects as so qualified, and each of the
      representations and warranties of AGN and the AGN Shareholders in this Agreement
      that is not so qualified shall be true and correct in all material respects,
      on
      and as of the Effective Time as though such representation or warranty had
      been
      made on and as of such time (except that those representations and warranties
      which address matters only as of a particular date shall remain true and correct
      as of such date), and (ii) AGN and the AGN Shareholders shall have
      performed and complied in all material respects with all covenants, obligations
      and conditions of this Agreement required to be performed and complied with
      by
      it as of the Effective Time.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (b)       No
      Material Adverse Changes.
      No
      material adverse change shall have occurred in the condition (financial or
      otherwise), properties, assets (including intangible assets), liabilities,
      business, operations, results of operations or prospects of AGN, taken as a
      whole.

     

    (c)       Certificates
      of AGN.

     

    (i)       Compliance
      Certificate of AGN.
      Juma
      shall have been provided with a certificate executed on behalf of AGN by its
      President to the effect that, as of the Effective Time, each of the conditions
      set forth in Section 6.3(a) and (b) above has been satisfied.

     

    (ii)       Certificate
      of Secretary of AGN.
      Juma
      shall have been provided with a certificate executed by the Secretary of AGN
      certifying:

     

    (A)       Resolutions
      duly adopted by the Board of Directors and the AGN Shareholders authorizing
      the
      execution of this Agreement and the execution, performance and delivery of
      all
      agreements, documents and transactions contemplated hereby; 

     

    (B)       The
      Articles of Incorporation and Bylaws of AGN, as in effect immediately prior
      to
      the Effective Time, including all amendments thereto; and

     

    (C)       the
      incumbency of the officers of AGN executing this Agreement and all agreements
      and documents contemplated hereby.

     

    (d)       Third
      Party Consents.
      Merger
      Sub and/or Juma shall have been furnished with evidence satisfactory to it
      that
      AGN has obtained those consents, waivers, approvals or authorizations of those
      Governmental Entities and third parties whose consent or approval are required
      in connection with the Merger as set forth in Sections 5.2(a).

     

    (e)       Injunctions
      or Restraints on Merger and Conduct of Business.
      No
      proceeding brought by any administrative agency or commission or other
      governmental authority or instrumentality, domestic or foreign, seeking to
      prevent the consummation of the Merger shall be pending. In addition, no
      temporary restraining order, preliminary or permanent injunction or other order
      issued by any court of competent jurisdiction or other legal or regulatory
      restraint provision limiting or restricting Juma’s conduct or operation of the
      business of AGN, following the Merger shall be in effect, nor shall any
      proceeding brought by an administrative agency or commission or other
      Governmental Entity, domestic or foreign, seeking the foregoing be
      pending.

     

    (f)       Resignation
      of Directors and Officers.
      Merger
      Sub and/or Juma shall have received letters of resignation from each of its
      directors and officers immediately prior to the Effective Time, which
      resignations in each case shall be effective as of the Effective
      Time.

     

    SECTION
      SEVEN

     

    7.       Termination,
      Amendment and Waiver.

     

    7.1.       Termination.
      At any
      time prior to the Effective Time, this Agreement may be terminated and the
      Merger may be abandoned:

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    (a)       by
      mutual consent duly authorized by the Boards of Directors of each of Merger
      Sub,
      Juma and AGN;

     

    (b)       by
      either Merger Sub, Juma or AGN, if, without fault of the terminating party,
      

     

    (i)       the
      Effective Time shall not have occurred on or before midnight [________, 2007]
      (or such later date as may be agreed upon in writing by the parties);
      or

     

    (ii)       there
      shall be any applicable federal or state law that makes consummation of the
      Merger illegal or otherwise prohibited or if any court of competent jurisdiction
      or governmental entity shall have issued an order, decree, ruling or taken
      any
      other action restraining, enjoining or otherwise prohibiting the Merger and
      such
      order, decree, ruling or other action shall have become final and nonappealable;
      

     

    (c)       by
      Merger Sub and/or Juma, if AGN or any of the AGN Shareholders shall materially
      breach any of its representations, warranties or obligations hereunder and
      such
      breach shall not have been cured within ten calendar business days of receipt
      by
      AGN of written notice of such breach, provided that Merger Sub and/or Juma
      is
      not in material breach of any of their representations, warranties or
      obligations hereunder, and provided further, that no cure period shall be
      required for a breach which by its nature cannot be cured;

     

    (d)       by
      AGN, if Merger Sub and/or Juma shall materially breach any of its
      representations, warranties or obligations hereunder and such breach shall
      not
      have been cured within ten calendar days following receipt by Merger Sub and/or
      Juma of written notice of such breach, provided that neither AGN nor any of
      the
      AGN Shareholders is not in material breach of any of its representations,
      warranties or obligations hereunder, and provided further, that no cure period
      shall be required for a breach which by its nature cannot be cured.

     

    7.2.       Effect
      of Termination.
      In the
      event of termination of this Agreement as provided in Section 7.1, this
      Agreement shall forthwith become void and there shall be no liability or
      obligation on the part of Merger Sub, Juma or AGN or their respective officers,
      directors, stockholders or affiliates, except to the extent that such
      termination results from the breach by a party hereto of any of its
      representations, warranties or covenants set forth in this Agreement; provided
      that, the provisions of Section 5.4 (Confidentiality), Section 7.3 (Expenses
      and
      Termination Fees) and this Section 7.2 shall remain in full force and effect
      and
      survive any termination of this Agreement.

     

    7.3.       Expenses
      and Termination Fees.
      Whether
      or not the Merger is consummated, all costs and expenses incurred in connection
      with this Agreement and the transactions contemplated including, without
      limitation, filing fees and the fees and expenses of advisors, accountants,
      legal counsel and financial printers, shall be paid by the party incurring
      such
      expense. Notwithstanding the foregoing, Juma shall be obligated to pay or
      reimburse AGN at the Closing for the actual and reasonable fees of AGN’s
      independent accountant incurred in connection with the preparation of the
      Financial Statements described in Section 2.6.

     

    7.4.       Amendment.
      The
      Boards of Directors of Merger Sub, Juma and AGN and the AGN Shareholders may
      cause this Agreement to be amended at any time by execution of an instrument
      in
      writing signed on behalf of each of the parties. 

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    7.5.       Extension;
      Waiver.
      At any
      time prior to the Effective Time any party may, to the extent legally allowed,
      (i) extend the time for the performance of any of the obligations or other
      acts of the other parties, (ii) waive any inaccuracies in the
      representations and warranties made to such party contained herein or in any
      document delivered pursuant hereto, and (iii) waive compliance with any of
      the agreements or conditions for the benefit of such party contained herein.
      Any
      agreement on the part of a party to any such extension or waiver shall be valid
      only if set forth in an instrument in writing signed on behalf of such
      party.

     

    SECTION
      EIGHT

     

    8.       Indemnification.

     

    8.1.       Survival
      of Representations and Warranties.
      All
      covenants to be performed prior to the Effective Time, and all representations
      and warranties in this Agreement or in any instrument delivered pursuant to
      this
      Agreement shall survive the consummation of the Merger and continue until the
      second anniversary of the Effective Time (the “Indemnification
      Termination Date”);
      provided that if any claims for indemnification have been asserted with respect
      to any such representations and warranties prior to the Indemnification
      Termination Date, the representations and warranties on which any such claims
      are based shall continue in effect until final resolution of any claims. All
      covenants to be performed after the Effective Time shall continue
      indefinitely.

     

    8.2.       Indemnification
      by AGN and AGN Shareholders.
      Subject
      to the limitations set forth in this Section 8, from and after the Effective
      Time, AGN and the AGN Shareholders shall protect, defend, indemnify and hold
      harmless Juma and the Merger Sub and its respective parent corporation,
      affiliates, officers, directors, employees, representatives and agents (Juma,
      Merger Sub and each of the foregoing persons or entities is hereinafter referred
      to individually as an “Merger Sub Indemnified Person” and collectively as
“Merger
      Sub Indemnified Persons”)
      from
      and against any and all losses, costs, damages, liabilities, fees (including
      without limitation attorneys’ fees) and expenses (collectively, the
“Merger
      Sub Damages”),
      that
      any of the Merger Sub Indemnified Persons by reason of or in connection with
      any
      claim, demand, action or cause of action alleging misrepresentation, breach
      of,
      or default in connection with, any of the representations, warranties, covenants
      or agreements of AGN and the AGN Shareholders contained in this Agreement,
      including any exhibits or schedules attached hereto, and the Certificate of
      Merger, which becomes known to Merger Sub and/or Juma prior to the
      Indemnification Termination Date. Damages in each case shall be net of the
      amount of any insurance proceeds and indemnity and contribution actually
      recovered by Juma or the Merger Sub.

     

    8.3.       Indemnification
      by Juma.
      Subject
      to the limitations set forth in this Section 8, from and after the Effective
      Time, Juma shall protect, defend, indemnify and hold harmless AGN and the AGN
      Shareholders and their respective affiliates, officers, directors, employees,
      representatives and agents (AGN, AGN Shareholders and each of the foregoing
      persons or entities is hereinafter referred to individually as an “AGN
      Indemnified Person” and collectively as “AGN
      Indemnified Persons”)
      from
      and against any and all losses, costs, damages, liabilities, fees (including
      without limitation attorneys’ fees) and expenses (collectively, the
“AGN
      Damages”),
      that
      any of the AGN Indemnified Persons by reason of or in connection with any claim,
      demand, action or cause of action alleging misrepresentation, breach of, or
      default in connection with, any of the representations, warranties, covenants
      or
      agreements of Juma contained in this Agreement, including any exhibits or
      schedules attached hereto, and the Certificate of Merger, which becomes known
      to
      AGN or the AGN Shareholders prior to the Indemnification Termination Date.
      Damages in each case shall be net of the amount of any insurance proceeds and
      indemnity and contribution actually recovered by AGN or the AGN
      Shareholders.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    8.4.       Exclusive
      Contractual Remedy and Limitations.
      Merger
      Sub, Juma, the AGN Shareholders and AGN each acknowledge that Merger Sub Damages
      or AGN Damages, if any, may relate to unresolved contingencies existing at
      the
      Effective Time, which if resolved at the Effective Time would have led to a
      reevaluation of the total consideration the Parties would have agreed to
      transfer in connection with the Merger. The maximum liability of AGN and the
      AGN
      Shareholders for any breach of a representation, warranty or covenant of AGN
      or
      the AGN Shareholders and the maximum liability of Merger Sub and Juma
      collectively, for any breach of a representation, warranty or covenant of Merger
      Sub or Juma shall be limited to the consideration paid to AGN, the AGN
      Shareholders, and to or on behalf of another affiliate of AGN; provided,
      however, that nothing herein shall limit the liability: (i) of AGN, AGN
      Shareholders, Juma, or Merger Sub, as applicable, for any breach of
      representation, warranty or covenant if the Merger does not close, and
      (ii) of any officer, director or Member of AGN, Juma, or Merger Sub, as
      applicable for such person’s or entity’s fraud or intentional
      misrepresentation. 

     

    SECTION
      NINE

     

    9.       General
      Provisions.

     

    9.1.       Survival
      of Warranties.
      The
      representations, warranties and agreements set forth in this Agreement or in
      any
      instrument delivered pursuant to this Agreement shall survive the Effective
      Time
      of the Merger and (except to the extent that survival is necessary to effectuate
      the intent of such provisions) shall terminate on the second anniversary of
      the
      Effective Time of the Merger, provided that representations, warranties and
      agreements relating to Taxes shall terminate on the date which is thirty (30)
      days after expiration of all applicable statutes of limitations relating to
      such
      Taxes.

     

    9.2.       Notices.
      Any
      notice required or permitted by this Agreement shall be in writing and shall
      be
      deemed sufficient upon receipt, when delivered personally or by courier,
      overnight delivery service or confirmed facsimile, or 48 hours after being
      deposited in the regular mail as certified or registered mail (airmail if sent
      internationally) with postage prepaid, if such notice is addressed to the party
      to be notified at such party’s address or facsimile number as set forth below,
      or as subsequently modified by written notice:

     

        
      
        	 (a) 	if to Merger Sub and/or Juma,
                to:
	 	 
	 	Juma Technology Corp.
	 	154 Toledo Street
	 	Farmingdale, New York
                11735


      




    
      	(b) 	with a copy to:
	 	 
	 	Gersten Savage LLP:
	 	600 Lexington Avenue
	 	New York, New York, 10022
	 	Attention Arthur S. Marcus,
              Esq.


    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

       

            
        
          	(c) 	if to AGN and/or the AGN Shareholders,
                  to:
	 	 
	 	[___________]
	 	[___________],
                  Inc.


        

      

    

         

     

    9.3.       Interpretation.
      When a
      reference is made in this Agreement to Exhibits or Schedules, such reference
      shall be to an Exhibit or Schedule to this Agreement unless otherwise indicated.
      The words “include,” “includes” and “including” when used herein shall be deemed
      in each case to be followed by the words “without limitation.” The phrase “made
      available” in this Agreement shall mean that the information referred to has
      been made available if requested by the party to whom such information is to
      be
      made available. The phrases “the date of this Agreement,” “the date hereof,” and
      terms of similar import, unless the context otherwise requires, shall be deemed
      to refer to the date first above written. The table of contents and headings
      contained in this Agreement are for reference purposes only and shall not affect
      in any way the meaning or interpretation of this Agreement.

     

    9.4.       Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original and all of which together shall constitute one
      instrument.

     

    9.5.       Entire
      Agreement; Nonassignability; Parties in Interest.
      This
      Agreement and the documents and instruments and other agreements specifically
      referred to herein or delivered pursuant hereto, including the Exhibits, the
      Schedules (a) constitute the entire agreement among the parties with
      respect to the subject matter hereof and supersede all prior agreements and
      understandings, both written and oral, among the parties with respect to the
      subject matter hereof and shall survive any termination of this Agreement or
      the
      Closing, in accordance with its terms; (b) are not intended to confer upon
      any other person any rights or remedies hereunder; and (c) shall not be assigned
      by operation of law or otherwise except as otherwise specifically
      provided.

     

    9.6.       Severability.
      If one
      or more provisions of this Agreement are held to be unenforceable under
      applicable law, the parties agree to renegotiate such provision in good faith,
      in order to maintain the economic position enjoyed by each party as close as
      possible to that under the provision rendered unenforceable. In the event that
      the parties cannot reach a mutually agreeable and enforceable replacement for
      such provision, then (i) such provision shall be excluded from this
      Agreement, (ii) the balance of the Agreement shall be interpreted as if
      such provision were so excluded and (iii) the balance of the Agreement
      shall be enforceable in accordance with its terms.

     

    9.7.       Remedies
      Cumulative.
      Except
      as otherwise provided herein, any and all remedies herein expressly conferred
      upon a party will be deemed cumulative with and not exclusive of any other
      remedy conferred hereby, or by law or equity upon such party, and the exercise
      by a party of any one remedy will not preclude the exercise of any other
      remedy.

     

    9.8.       Governing
      Law.
      This
      Agreement and all acts and transactions pursuant hereto and the rights and
      obligations of the parties hereto shall be governed, construed and interpreted
      in accordance with the laws of the State of New York, without giving effect
      to
      principles of conflicts of law. 

     

    9.9.       Rules
      of Construction.
      The
      parties hereto agree that they have been represented by counsel during the
      negotiation, preparation and execution of this Agreement and, therefore, waive
      the application of any law, regulation, holding or rule of construction
      providing that ambiguities in an agreement or other document will be construed
      against the party drafting such agreement or document.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    9.10.       Amendments
      and Waivers.
      Any
      term of this Agreement may be amended or waived only with the written consent
      of
      the parties or their respective successors and assigns. Any amendment or waiver
      effected in accordance with this Section 9.10 shall be binding upon the
      parties and their respective successors and assigns.

     

    9.11.       Spin-Off.
      In the
      event that Juma consummates within three years of the Effective Date a spin-off
      of Merger Sub to the public shareholders of Juma, each
      of
      Messrs
      Darias and Rodriquez shall be entitled to receive a payment ("Claw
      Back Payment”)
      calculated as follows: the product of (A) three and one-half percent (3.5%)
      and
      (B) the net proceeds from the Spin-Off. Messrs Darias and Rodriquez shall be
      paid the Claw Back Payment within 30 days of the issuance of Juma’s audited
      financial statements applicable to the period encompassing the
      Spin-Off.

     

    9.12.       Attorneys’
      Fees.
      In the
      event that any proceeding has been commenced to interpret, construe, or enforce
      this Agreement, the prevailing party shall be entitled to seek its reasonable
      attorneys’ fees.

     

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    [SIGNATURE
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        28

        
          

        

      

      
        
        

      

    

    



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

    
      	 	 	 
	 	JUMA
              TECHNOLOGY CORP.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title 


    

     

    
      	 	 	 
	 	MERGER
              SUB
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
	 	Title 


    

     

    
      	 	 	 
	 	AGN
              NETWORK,
              INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
	 	Title 


    

     

    
      	 	 	 
	 	AGN
              Shareholders
	 	 
	 	 
	 	
              
Ernie
              Darias
	 	
            
	 	
              
Albert
              Rodriquez
	 	 
	 	
              
Danielle
              Girouard 
	 	 
	 	
              
William
              P. Clements, Jr.
	 	 
	 	
              
Denson
              W. Campbell, III
	 	
            
	 	
              
George
              W. Lackey


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBITS

     

    
      	 	
              Exhibit A
                -

            	
              Articles
                of Merger

            
	 	
              Exhibit B
                -

            	
              Merger
                Consideration

            
	 	
              Exhibit
                C-1 - 

            	
              Amended
                and Restated Articles of Incorporation for Merger Sub

            
	 	
              Exhibit
                C-2 - 

            	
              Amended
                and Restated By Laws for Merger Sub

            
	 	
              Exhibit
                D -

            	
              Rodriquez
                Employment Agreement

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

     

    ARTICLES
      OF MERGER

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    EXHIBIT
      B

     

    MERGER
      CONSIDERATION

     

    
      	
              Name
                And Address

            	
              Number
                Of Juma Shares

            	
              Percentage
                of Merger Consideration

            
	
            	
            	
            
	
              Ernie
                Darias

            	
              51,000

            	
              15.94

            
	
              Albert
                Rodriquez

            	
              49,000

            	
              15.30

            
	
              Danielle
                Girouard

            	
              137,500

            	
              42.96

            
	
              William
                P. Clements, Jr.

            	
              27,500

            	
              8.60

            
	
              Denson
                W. Campbell, III

            	
              27,500

            	
              8.60

            
	
              George
                W. Lackey

            	
              27,500

            	
              8.60

            
	 	 	 
	
              Total

            	
              320,000

            	 


    

    


     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT C-1

     

    ARTICLES
      OF INCORPORATION

     

    


    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT C-2

     

    BYLAWS

     

    


    
 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      D

    RODRIQUEZ
      EMPLOYMENT AGREEMENT

    


     

    


     

    


     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Schedule
      1.2(d)

    


     

     

    
      	
              Description

            	
              Amount