Exhibit 2.01
 Amended
and Restated Plan of Merger between Integrated Media Holdings, Inc. and Arrayit
Corporation
 AMENDED
AND RESTATED PLAN AND AGREEMENT OF MERGER
  of
  Integrated
Media Holdings, Inc.
  (A
Delaware Corporation)
  and
  Arrayit
Corporation
  (A Nevada
Corporation)
  AMENDED AND RESTATED PLAN AND
AGREEMENT OF MERGER entered into on April 08, 2008, by and between
Integrated Holdings, Inc., a Delaware corporation (“Integrated Media”), and
Arrayit Corporation, a Nevada corporation (“Arrayit”).
  WHEREAS, Integrated Media is a
business corporation of the State of Delaware whose registered agent is The
Corporation Trust Company and its registered office therein is located at 1209
Orange Street, Wilmington, County of Newcastle, Delaware; and
  WHEREAS, the total number of
shares of stock which Integrated Media has authority to issue is 105,000,000, of
which 100,000,000 are common stock, $.001 par value per share, and 5,000,000 are
preferred stock, $.001 par value per share; and
  WHEREAS, Arrayit is a business
corporation of the State of Nevada whose registered agent is Inc. Plan of Nevada
and its registered office therein is located at 613 Saddle Rider Court,
Henderson, Nevada; and
  WHEREAS, the total number of
shares of stock which Arrayit has authority to issue is 500,000,000, of which
480,000,000 are common stock, $.001 par value per share, and 20,000,000 are
preferred stock, $.001 par value per share; and
  WHEREAS, the Delaware General
Corporation Law Act permits a merger of a business corporation of the State of
Delaware with and into a business corporation of another jurisdiction;
and
  WHEREAS, the Revised Statutes
of the State of Nevada permit the merger of a business corporation of another
jurisdiction with and into a business corporation of the State of Nevada;
and
  WHEREAS, Integrated Media and
Arrayit and the respective Boards of Directors thereof declare it advisable and
to the advantage, welfare, and best interests of said corporations and their
respective stockholders to merge Integrated Media with and into Arrayit pursuant
to the provisions of the Delaware General Corporation Law and pursuant to the
provisions of the General Corporation Law of the State of Nevada upon the terms
and conditions hereinafter set forth;
  NOW, THEREFORE, in
consideration of the premises and of the mutual agreement of the parties hereto
hereby determine and agree as follows.
  
  ARTICLE
I
  MERGER
  1.1.
CONSTITUENT
CORPORATIONS.  The name, address and jurisdiction of
organization of each of the constituent corporations are set forth
below.
  A. Integrated Media, a corporation
organized under and governed by the laws of the State of Delaware with a
principal place of business at 524 East Weddell Drive, Sunnyvale, CA 94089 (the
“terminating corporation”).
  B. Arrayit, a corporation organized
under and governed by the laws of the State of Nevada with a principal place of
business at 12000 Westheimer Rd, Ste 340, Houston, Texas (the “surviving
corporation”).
  1.2.
SURVIVING
CORPORATION.  Arrayit shall be the surviving
corporation.  The corporate name, Articles of Incorporation, bylaws,
registered agent and registered office of Arrayit shall survive the merger
without amendment or revision and be the Articles of Incorporation, bylaws,
registered agent and registered office of the surviving
corporation.
  1.3.
SURVIVING CORPORATE
MATTERS.  The principal place of business, officers and
directors, indemnification agreements with officers and directors, all binding
agreements, the Amended and Restated 2004 Directors, Officers and Consultants
Stock Option, Stock Warrant and Stock Award Plan registered with the Securities
and Exchange Commission on Form S-8 effective December 19, 2005, as well as
creation and adoption of the Executive Committee, Compensation Committee, Audit
Committee, Code of Business Ethics, and Governance Committee shall survive the
merger without amendment or revision and be the indemnification agreements with
officers and directors, other binding agreements, the Amended and Restated 2004
Directors, Officers and Consultants Stock Option, Stock Warrant and Stock Award
Plan, the Executive Committee, Compensation Committee, Audit Committee, Code of
Business Ethics, and Governance Committee of the surviving
corporation.
  1.3.
MERGER. On the Effective
Date (as hereinafter set forth) and subject to the terms and conditions of this
Agreement, the applicable provisions of the Delaware General Corporation Law
(“Delaware Law”), and the applicable provisions of Title 7, Chapter 78 of the
Nevada Revised Statutes (“Nevada Law”), Integrated Media is merged with and into
Arrayit.  The separate existence of Integrated Media shall cease on
and after the Effective Date.
  ARTICLE
II
  EXCHANGE
AND CONVERSION OF SHARES
  2.1.
CONVERSION OF CAPITAL
STOCK.
  A. On the Effective Date, each thirty
(30) issued and outstanding shares of the common stock, $.001 par value per
share, of Integrated Media shall be converted into the right to receive one (1)
fully paid and non-assessable share of the common stock, $.001 par value per
share, of Arrayit.
  B. On the Effective Date, each issued
and outstanding share of the preferred stock of any series or class of
Integrated Media shall be converted into the right to receive one fully paid and
non-assessable share of preferred stock, $.001 par value per share, of Arrayit
with substantially identical rights and preferences.
  2.2.
FRACTIONAL SHARES. No
fractional shares or script representing fractional shares shall be issued by
Arrayit as a result of the merger. Each fractional share that would otherwise
result from the merger shall be cancelled and returned to the authorized and
unissued capital stock of Arrayit and the holder shall be paid cash in an amount
equal to the market value of one full share.
  2.3.
CANCELLATION OF EXISTING
SHARES.  On the Effective date, each share of the common stock,
$.001 par value per share, of Arrayit outstanding immediately prior to the
merger shall be cancelled and returned to the authorized and unissued capital
stock of Arrayit.
  
  ARTICLE
III
  ADDITIONAL
COVENANTS AND AGREEMENTS
  3.1.
OUTSTANDING OPTIONS AND
WARRANTS. Except to the extent otherwise provided in outstanding options,
warrants, and other rights to purchase shares of the common stock, $.001 par
value per share, of Integrated Media, each option, warrant or other right to
purchase thirty (30) shares of the common stock, $.001 par value per share, of
Integrated Media, shall be exercisable to purchase one (1) share of the common
stock, $.001 par value per share, of Arrayit for an exercise price in the amount
of 30 times the original exercise price on the remaining same terms and
conditions.
  3.2.
SUBMISSION TO SERVICE IN
DELAWARE. Arrayit agrees that it may be served with process in the State
of Delaware in any proceeding for enforcement of any obligation of the Arrayit
arising from this merger, including any suit or other proceeding to enforce the
rights of any stockholders as determined in appraisal proceedings pursuant to
the provisions of Section 262 of the Delaware General Corporation laws, and
irrevocably appoints the Secretary of State of Delaware as its agent to accept
services of process in any such suit or proceeding.
  3.3.
COOPERATION. The parties
hereto agree that they will cause to be executed and filed and recorded any
document or documents prescribed by Delaware Law or Nevada Law, and that they
will cause to be performed all necessary acts within the State of Delaware and
the State of Nevada and elsewhere to effectuate the merger herein provided
for.
  3.4.
ADDITIONAL ASSURANCES.
Integrated Media hereby appoints the officers and directors, each acting alone,
as its true and lawful attorneys in fact to do any and all acts and things, and
to make, execute, deliver, file, and record any and all instruments, papers, and
documents which shall be or become necessary, proper, or convenient to carry out
or put into effect any of the provisions of this Agreement or of the merger
herein provided for.
  ARTICLE
IV
  EFFECTIVE
DATE
  4.1.
EFFECTIVE DATE. This
merger shall be effective in the State of Delaware and the State of Nevada on
the last to occur of the following (the “Effective Date”):
  A. the approval of this Agreement by
the stockholders of Integrated Media in accordance with Delaware Law;
or
  B. the date this Agreement, or a
certificate of merger meeting the requirements of Delaware Law, is filed with
the Secretary of State of the State of Delaware; or
  C. the date this Agreement, or articles
of merger meeting the requirements of Nevada Law, is filed with the Secretary of
State of the State of Nevada
  4.2.
TERMINATION.
Notwithstanding the full approval and adoption of this Agreement, the said
Agreement may be terminated by either party at any time prior to the filing
thereof with the Secretary of State of the State of Nevada.
  4.3.
AMENDMENT.
Notwithstanding the full approval and adoption of this Agreement, this Agreement
may be amended at any time and from time to time prior to the filing thereof
with the Secretary of State of the State of Nevada except that, without the
approval of the stockholders of Integrated Media and the stockholders of
Arrayit, no such amendment may (a) change the rate of exchange for any shares of
Integrated Media or the types or amounts of consideration that will be
distributed to the holders of the shares of stock of Integrated Media; (b)
change any term of the Articles of Incorporation of Arrayit; or (c) adversely
affect any of the rights of the stockholders of Integrated Media or
Arrayit.
  
  ARTICLE
V
  MISCELLANEOUS
  5.1.
COUNTERPARTS. This
Agreement may be executed in one or more counterparts, each of which may have
different signatures and be signed at different times. When all parties have
signed at least one counterpart, each counterpart shall be deemed complete and
shall constitute the same instrument.
  5.2.
ENTIRE AGREEMENT. This
Agreement and the is intended by the parties to be the final expression of their
agreement with respect to the matter set forth herein and is intended to contain
all of the terms of such agreement without the need to refer to other documents.
There are no other understandings, written or oral, among the parties with
respect to the matter set forth herein.
  5.3.
AMENDMENT. This
Agreement may not be amended except by a written instrument signed by the
parties hereto.
  IN WITNESS WHEREOF, this
Agreement is hereby executed upon behalf of each of the parties thereto as of
the 8th day of
April, 2008.
  INTEGRATED
MEDIA HOLDINGS, INC. a Delaware corporation
  By::
              /s/ William L.SklarWilliam
      L. Sklar, Chief Executive Officer &
  President
 
  ARRAYIT
CORPORATION a Nevada corporation
  
  By::
              Rene A. SchenaRene’
      A. Schena, Chairman & Chief Executive
  Officer