AGREEMENT
      OF MERGER AND
PLAN
      OF REORGANIZATION

     

      
        

      

    

     

    BY
      AND AMONG

     

    OPTIONS
      MEDIA GROUP HOLDINGS, INC.

     

    OPTIONS
      ACQUISITION CORP.

     

    OPTIONS
      ACQUISITION SUB, INC.

     

    and

     

    CUSTOMER
      ACQUISITION NETWORK HOLDINGS, INC.

     

    Dated
      as
      of June 23, 2008

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    AGREEMENT
      OF MERGER AND PLAN OF REORGANIZATION

     

    THIS
      AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”)
      is
      made and entered into on June 23, 2008, by and among OPTIONS MEDIA GROUP
      HOLDINGS, INC., a Nevada corporation (“Parent”),
      OPTIONS ACQUISITION CORP., a Delaware corporation (“Acquisition
      Corp.”),
      which
      is a wholly-owned subsidiary of Parent, OPTIONS ACQUISITION SUB, INC., a
      Delaware corporation (the “Company”)
      and
      CUSTOMER ACQUISITION NETWORK HOLDINGS, INC., a Delaware corporation and the
      sole
      stockholder of the Company (“CAN”).

     

    W
      I T N E
      S S E T H :

     

    WHEREAS,
      the Board of Directors of each of Acquisition Corp., Parent and the Company
      have
      each determined that it is fair to and in the best interests of their respective
      corporations and stockholders for Acquisition Corp. to be merged with and into
      the Company (the “Merger”)
      upon
      the terms and subject to the conditions set forth herein; and 

     

    WHEREAS,
      the Board of Directors of each of Parent, Acquisition Corp. and the Company
      have
      approved the Merger in accordance with the General Corporation Law of the State
      of Delaware (the “DGCL”)
      and
      the Nevada Revised Statutes (the “NRS”),
      and
      upon the terms and subject to the conditions set forth herein, in the Delaware
      Certificate of Merger attached as Exhibit
      A
      hereto
      (the “Certificate
      of Merger”);
      and

     

    WHEREAS,
      CAN, as the sole stockholder of the Company, has approved by written consent
      pursuant to Section 228 of the DGCL this Agreement, the Certificate of Merger
      and the transactions contemplated and described hereby and thereby, including,
      without limitation, the Merger, and Parent, as the sole stockholder of
      Acquisition Corp., has approved by written consent pursuant to Section 228
      of
      the DGCL this Agreement, the Certificate of Merger and the transactions
      contemplated and described hereby and thereby, including, without limitation,
      the Merger; and

     

    WHEREAS,
      immediately following the Closing (as defined below), Parent (as it will exist
      as of the closing of the Merger) will sell a minimum of $3,000,000 and a maximum
      of $6,000,000 of its Units subject to increase as the discretion of Parent,
      with
      each “Unit” consisting of one share of its common stock and a three year
      detachable warrant to purchase 0.5 of one share of common stock at $0.50 per
      share, for a purchase price of $0.30 per Unit, in a private placement offering
      to accredited investors (the “Private
      Placement”)
      for
      the purpose of financing the Cash Merger Consideration (as defined below) and
      the ongoing business and operations of the Surviving Corporation (as defined
      below) following the Merger; and

     

    WHEREAS,
      the parties hereto intend that the Merger contemplated herein shall qualify
      as a
      reorganization within the meaning of Section 368(a)(1)(A) of the Internal
      Revenue Code of 1986, as amended (the “Code”),
      by
      reason of Section 368(a)(2)(E) of the Code.

     

    NOW,
      THEREFORE, in consideration of the mutual agreements and covenants hereinafter
      set forth, the parties hereto agree as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      ARTICLE
        I.

      THE
        MERGER

       

      Section
        1.01 Merger.
        Subject
        to the terms and conditions of this Agreement and the Certificate of Merger,
        Acquisition Corp. shall be merged with and into the Company in accordance
        with
        Section 251 of the DGCL. At the Effective Time (as defined below), the separate
        legal existence of Acquisition Corp. shall cease, and the Company shall be
        the
        surviving corporation in the Merger (sometimes hereinafter referred to as
        the
“Surviving
        Corporation”)
        and
        shall continue its corporate existence under the laws of the State of Delaware
        under the name “Options Acquisition Sub, Inc.”

       

      Section
        1.02 Effective
        Time.
        The
        Merger shall become effective upon the filing of the Certificate of Merger
        with
        the Secretary of State of the State of Delaware in accordance with Section
        251
        of the DGCL. The time at which the Merger shall become effective as aforesaid
        is
        referred to hereinafter as the “Effective
        Time.”

       

      Section
        1.03 Closing.
        The
        closing of the Merger (the “Closing”)
        shall
        occur concurrently with the Effective Time (the “Closing
        Date”).
        The
        Closing shall occur at the offices of Cane Clark LLP referred to in Section
        10.01 hereof. At the Closing, all of the documents, certificates, agreements,
        opinions and instruments referenced in Article VII will be executed and
        delivered as described therein. At the Effective Time, all actions to be
        taken
        at the Closing shall be deemed to be taken simultaneously.

       

      Section
        1.04 Certificate
        of Incorporation, By-laws, Directors and Officers.

       

      (a) The
        Certificate of Incorporation of the Company, as in effect immediately prior
        to
        the Effective Time, attached as Exhibit
        B
        hereto,
        as amended by the Certificate of Merger, shall be the Certificate of
        Incorporation of the Surviving Corporation from and after the Effective Time
        until amended in accordance with applicable law and such Certificate of
        Incorporation.

       

      (b) The
        By-laws of the Company, as in effect immediately prior to the Effective Time,
        attached as Exhibit
        C
        hereto,
        shall be the By-laws of the Surviving Corporation from and after the Effective
        Time until amended in accordance with applicable law, the Certificate of
        Incorporation of the Surviving Corporation and such By-laws.

       

      (c) The
        directors and officers listed in Exhibit
        D
        hereto
        shall be the directors and officers of the Surviving Corporation and Parent,
        and
        each shall hold his respective office or offices from and after the Effective
        Time until his successor shall have been elected and shall have qualified
        in
        accordance with applicable law, or as otherwise provided in the Certificate
        of
        Incorporation or By-laws of the Surviving Corporation or the Certificate
        of
        Incorporation or By-laws of Parent, as the case may be.

       

      
        
           

        

        
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      Section
        1.05 Assets
        and Liabilities.
        At the
        Effective Time, the Surviving Corporation shall possess all the rights,
        privileges, powers and franchises of a public as well as of a private nature,
        and be subject to all the restrictions, disabilities and duties of each of
        Acquisition Corp. and the Company (collectively, the “Constituent
        Corporations”);
        and
        all the rights, privileges, powers and franchises of each of the Constituent
        Corporations, and all property, real, personal and mixed, and all debts due
        to
        any of the Constituent Corporations on whatever account, as well as all other
        things in action or belonging to each of the Constituent Corporations, shall
        be
        vested in the Surviving Corporation; and all property, rights, privileges,
        powers and franchises, and all and every other interest shall be thereafter
        as
        effectively the property of the Surviving Corporation as they were of the
        several and respective Constituent Corporations, and the title to any real
        estate vested by deed or otherwise in either of such Constituent Corporations
        shall not revert or be in any way impaired by the Merger; but all rights
        of
        creditors and all liens upon any property of any of the Constituent Corporations
        shall be preserved unimpaired, and all debts, liabilities and duties of the
        Constituent Corporations shall thenceforth attach to the Surviving Corporation,
        and may be enforced against it to the same extent as if said debts, liabilities
        and duties had been incurred or contracted by it.

       

      Section
        1.06 Manner
        and Basis of Converting Shares.

       

      (a) At
        the
        Effective Time:

       

      (i) each
        share of common stock, par value $0.001 per share, of Acquisition Corp. that
        shall be outstanding immediately prior to the Effective Time shall, by virtue
        of
        the Merger and without any action on the part of the holder thereof, be
        converted into the right to receive one (1) share of common stock, par value
        $0.001 per share, of the Surviving Corporation, so that at the Effective
        Time,
        Parent shall be the holder of all of the issued and outstanding shares of
        the
        Surviving Corporation;

       

      (ii) each
        share of common stock, par value $0.001 per share, of the Company (the
“Company
        Common Stock”)
        shall,
        by virtue of the Merger and without any action on the part of the holders
        thereof, be converted into the right to receive (A) an amount in cash or
        evidenced by a secured promissory note or a combination thereof, determined
        by
        dividing $4,000,000 (the “Cash
        Merger Consideration”)
        by the
        total number of shares of Company Common Stock issued and outstanding at
        the
        Effective Time (the “Company
        Common Stock Outstanding”)
        and
        (B) that number of shares of common stock, par value $0.001 of Parent (the
        “Parent
        Common Stock”)
        determined by dividing 12,500,000 shares of Parent Common Stock (the
“Stock
        Merger Consideration”
and
        together with the Cash Merger Consideration, the “Merger
        Consideration”)
        by the
        Company Common Stock Outstanding; and

       

      (iii) each
        share of Company Common Stock held in the treasury of the Company immediately
        prior to the Effective Time shall be cancelled in the Merger and cease to
        exist.

       

      (b) After
        the
        Effective Time, there shall be no further registration of transfers on the
        stock
        transfer books of the Surviving Corporation of the shares of Company Common
        Stock that were outstanding immediately prior to the Effective
        Time.

       

      
        
           

        

        
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      Section
        1.07 Surrender
        and Exchange of Certificates.
        Promptly after the Effective Time and upon surrender of a certificate or
        certificates representing shares of Company Common Stock that were outstanding
        immediately prior to the Effective Time or an affidavit and indemnification
        in
        form reasonably acceptable to counsel for Parent stating that such Company
        stockholder has lost its certificate or certificates or that such have been
        destroyed, Parent shall deliver to CAN, (i) a certificate or certificates
        registered in the name of CAN representing that the Stock Merger Consideration
        and (ii) the Cash Merger Consideration, payable by wire transfer to an account
        designated by such CAN. Until the certificate, certificates or affidavit
        is or
        are surrendered by CAN, each certificate or affidavit held by CAN that
        immediately prior to the Effective Time represented any outstanding shares
        of
        Company Common Stock shall be deemed at and after the Effective Time to
        represent only the right to receive a pro rata portion of the Merger
        Consideration.

       

      Section
        1.08 Parent
        Common Stock.
        Parent
        agrees that it will cause the Parent Common Stock into which the Company
        Common
        Stock is converted at the Effective Time pursuant to Section 1.06(a)(ii)
        to be
        available for such purposes. Parent further covenants that immediately following
        the Effective Time, Parent will effect cancellations of its outstanding shares
        of Parent Common Stock and that there will be no more than 12,250,000 shares
        of
        Parent Common Stock issued and outstanding, and that no other common or
        preferred stock or equity securities or any options, warrants, rights or
        other
        agreements or instruments convertible, exchangeable or exercisable into common
        or preferred stock or other equity securities shall be issued or outstanding,
        except as described herein.

       

      Section
        1.09 Operation
        of Surviving Corporation.
        The
        Company acknowledges that upon the effectiveness of the Merger, and the material
        compliance by Parent and Acquisition Corp. with their respective duties and
        obligations hereunder, Parent shall have the absolute and unqualified right
        to
        deal with the assets and business of the Surviving Corporation as its own
        property without limitation on the disposition or use of such assets or the
        conduct of such business. 

       

      Section
        1.10 Further
        Assurances.
        From
        time to time, from and after the Effective Time, as and when reasonably
        requested by Parent, the proper officers and directors of the Company as
        of the
        Effective Time shall, for and on behalf and in the name of the Company or
        otherwise, execute and deliver all such deeds, bills of sale, assignments
        and
        other instruments and shall take or cause to be taken such further actions
        as
        Parent, Acquisition Corp. or their respective successors or assigns reasonably
        may deem necessary or desirable in order to confirm or record or otherwise
        transfer to the Surviving Corporation title to and possession of all of the
        properties, rights, privileges, powers, franchises and immunities of the
        Company
        or otherwise to carry out fully the provisions and purposes of this Agreement
        and the Certificate of Merger. 

       

      ARTICLE
        II.

      REPRESENTATIONS
        AND WARRANTIES OF THE COMPANY AND CAN

       

      Each
        of
        the Company and CAN hereby jointly and severally represents and warrants
        to
        Parent and Acquisition Corp. as follows. Notwithstanding anything to the
        contrary contained herein, disclosure of items in the draft Current Report
        on
        Form 8-K of Parent with respect to the Merger and the Private Placement and
        all
        exhibits thereto, a copy of which is attached hereto as Exhibit
        E
        (collectively, the “Disclosures”)
        shall
        be deemed to be disclosure of such items for all purposes under this Agreement,
        including, without limitation, for all applicable representations and warranties
        of the Company and CAN: 

       

      
        
           

        

        
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      Section
        2.01 Organization,
        Standing, Subsidiaries, Etc.

       

      (a) The
        Company is a corporation duly organized and existing in good standing under
        the
        laws of the State of Delaware and has all requisite power and authority
        (corporate and other) to carry on its business, to own or lease its properties
        and assets, to enter into this Agreement and the Certificate of Merger and
        to
        carry out the terms hereof and thereof. Copies of the Certificate of
        Incorporation and By-laws of the Company that have been delivered to Parent
        and
        Acquisition Corp. prior to the execution of this Agreement are true and complete
        and have not since been amended or repealed.

       

      (b) The
        Company has no subsidiaries or direct or indirect interest (by way of stock
        ownership or otherwise) in any firm, corporation, limited liability company,
        partnership, association or business. 

       

      Section
        2.02 Qualification.
        The
        Company is duly qualified to conduct business as a foreign corporation and
        is in
        good standing in each jurisdiction wherein the nature of its activities or
        its
        properties owned or leased makes such qualification necessary, except where
        the
        failure to be so qualified would not have a material adverse effect on the
        condition (financial or otherwise), properties, assets, liabilities, business
        operations, results of operations or prospects of the Company taken as a
        whole
        (the “Condition
        of the Company”).

       

      Section
        2.03 Capitalization
        of the Company.
        The
        authorized capital stock of the Company consists of 3,000 shares of Company
        Common Stock, of which there are 1,000 shares of Company Common Stock issued
        and
        outstanding, and, except as set forth on Schedule
        2.03
        hereto,
        such shares are duly authorized, validly issued, fully paid and non-assessable,
        and none of such shares have been issued in violation of the preemptive rights
        of any natural person, corporation, business trust, association, limited
        liability company, partnership, joint venture, other entity, government,
        agency
        or political subdivision (each, a “Person”).
        The
        offer, issuance and sale of such shares of Company Common Stock were (a)
        exempt
        from the registration and prospectus delivery requirements of the Securities
        Act
        of 1933, as amended (the “Securities
        Act”),
        (b)
        registered or qualified (or were exempt from registration or qualification)
        under the registration or qualification requirements of all applicable state
        securities laws and (c) accomplished in conformity with all other applicable
        securities laws. None of such shares of Company Common Stock are subject
        to a
        right of withdrawal or a right of rescission under any federal or state
        securities or “Blue Sky” law. Except as otherwise set forth in this Agreement or
        any Schedule hereto, the Company has no outstanding options, rights or
        commitments to issue Company Common Stock or other Equity Securities (as
        defined
        below) of the Company, and there are no outstanding securities convertible
        or
        exercisable into or exchangeable for Company Common Stock or other Equity
        Securities of the Company. For purposes of this Agreement, “Equity
        Security”
shall
        mean any stock or similar security of an issuer or any security (whether
        stock
        or Indebtedness for Borrowed Money (as defined below)) convertible, with
        or
        without consideration, into any stock or other equity security, or any security
        (whether stock or Indebtedness for Borrowed Money) carrying any warrant or
        right
        to subscribe to or purchase any stock or similar security, or any such warrant
        or right.

       

      
        
           

        

        
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      Section
        2.04 Indebtedness.
        The
        Company has no Indebtedness for Borrowed Money, except as otherwise set forth
        in
        this Agreement or disclosed on the Balance Sheet. For purposes of this
        Agreement, “Indebtedness
        for Borrowed Money”
shall
        mean (a) all Indebtedness in respect of money borrowed including, without
        limitation, Indebtedness which represents the unpaid amount of the purchase
        price of any property and is incurred in lieu of borrowing money or using
        available funds to pay such amounts and not constituting an account payable
        or
        expense accrual incurred or assumed in the ordinary course of business of
        the
        Company, (b) all Indebtedness evidenced by a promissory note, bond or similar
        written obligation to pay money or (c) all such Indebtedness guaranteed by
        the
        Company or for which the Company is otherwise contingently liable. Furthermore,
        for purposes of this Agreement, “Indebtedness”
shall
        mean any obligation of the Company which, under generally accepted accounting
        principles in the United Stated (“GAAP”),
        is
        required to be shown on the balance sheet of the Company as a liability.
        Any
        obligation secured by a mortgage, pledge, security interest, encumbrance,
        lien
        or charge of any kind (a “Lien”),
        shall
        be deemed to be Indebtedness, even though such obligation is not assumed
        by the
        Company.

       

      Section
        2.05 Company
        Stockholders.
        Schedule
        1.06
        hereto
        contains a true and complete list of the names of the record owners of all
        of
        the outstanding shares of Company Common Stock and other Equity Securities
        of
        the Company, together with the number of securities held or to which such
        Person
        has rights to acquire. To the knowledge of the Company, there is no voting
        trust, agreement or arrangement among any of the beneficial holders of Company
        Common Stock affecting the nomination or election of directors or the exercise
        of the voting rights of Company Common Stock.

       

      Section
        2.06 Corporate
        Acts and Proceedings.
        The
        execution, delivery and performance of this Agreement and the Certificate
        of
        Merger (together, the “Merger
        Documents”)
        have
        been duly authorized by the Board of Directors of the Company and have been
        approved by CAN, and all of the corporate acts and other proceedings required
        for the due and valid authorization, execution, delivery and performance
        of the
        Merger Documents and the consummation of the Merger have been validly and
        appropriately taken, except for the filings referred to in Section
        1.02.

       

      Section
        2.07 Governmental
        Consents.
        All
        material consents, approvals, orders, or authorizations of, or registrations,
        qualifications, designations, declarations, or filings with any federal or
        state
        governmental authority on the part of the Company required in connection
        with
        the consummation of the Merger shall have been obtained prior to, and be
        effective as of, the Closing.

       

      Section
        2.08 Compliance
        with Laws and Instruments.
        The
        business, products and operations of the Company have been and are being
        conducted in compliance in all material respects with all applicable laws,
        rules
        and regulations, except for such violations thereof for which the penalties,
        in
        the aggregate, would not have a material adverse effect on the Condition
        of the
        Company. The execution, delivery and performance by the Company of the Merger
        Documents and the consummation by the Company of the transactions contemplated
        by this Agreement: (a) will not cause the Company to violate or contravene
        (i)
        any provision of law, (ii) any rule or regulation of any agency or government,
        (iii) any order, judgment or decree of any court, or (iv) any provision of
        the
        Certificate of Incorporation or By-laws of the Company, (b) will not violate
        or
        be in conflict with, result in a breach of or constitute (with or without
        notice
        or lapse of time, or both) a default under, any indenture, loan or credit
        agreement, deed of trust, mortgage, security agreement or other contract,
        agreement or instrument to which the Company is a party or by which the Company
        or any of its properties is bound or affected, except as would not have a
        material adverse effect on the Condition of the Company and (c) will not
        result
        in the creation or imposition of any Lien upon any property or asset of the
        Company. The Company is not in violation of, or (with or without notice or
        lapse
        of time, or both) in default under, any term or provision of its Certificate
        of
        Incorporation or By-laws or of any indenture, loan or credit agreement, deed
        of
        trust, mortgage, security agreement or, except as would not materially and
        adversely affect the Condition of the Company, any other material agreement
        or
        instrument to which the Company is a party or by which the Company or any
        of its
        properties is bound or affected.

       

      
        
           

        

        
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      Section
        2.09 Binding
        Obligations.
        The
        Merger Documents constitute the legal, valid and binding obligations of the
        Company and are enforceable against the Company in accordance with their
        respective terms, except as such enforcement is limited by bankruptcy,
        insolvency and other similar laws affecting the enforcement of creditors’ rights
        generally and by general principles of equity.

       

      Section
        2.10 Broker’s
        and Finder’s Fees.
        Except
        for fees paid to the placement agents as set forth in the Disclosures, no
        Person
        has, or as a result of the transactions contemplated or described herein
        will
        have, any right or valid claim against the Company, Parent, Acquisition Corp.
        or
        CAN for any commission, fee or other compensation as a finder or broker,
        or in
        any similar capacity. 

       

      Section
        2.11 Financial
        Statements.
        Parent
        has previously been provided with the Company’s audited balance sheet (the
“Balance
        Sheet”)
        as of
        December 31, 2007 (the “Balance
        Sheet Date”)
        and
        the audited statements of operations and accumulated deficits and cash flows
        for
        the year ended December 31, 2007. Such financial statements are collectively
        referred to as the “Financial
        Statements”.
        Such
        financial statements (a) are in accordance with the books and records of
        the
        Company, (b) present fairly in all material respects the financial condition
        of
        the Company at the dates therein specified and the results of its operations
        and
        changes in financial position for the periods therein specified and (c) have
        been prepared in accordance with GAAP applied on a basis consistent with
        prior
        accounting periods.

       

      Section
        2.12 Absence
        of Undisclosed Liabilities.
        The
        Company has no material obligation or liability (whether accrued, absolute,
        contingent, liquidated or otherwise, whether due or to become due), arising
        out
        of any transaction entered into at or prior to the Closing, except (a) as
        disclosed in the Balance Sheet, (b) to the extent set forth on or reserved
        against in the Balance Sheet or the notes to the Financial Statements, (c)
        current liabilities incurred and obligations under agreements entered into
        in
        the usual and ordinary course of business since the Balance Sheet Date, none
        of
        which (individually or in the aggregate) has had or will have a material
        adverse
        effect on the Condition of the Company and (d) by the specific terms of any
        written agreement, document or arrangement identified in the
        Disclosures.

       

      
        
           

        

        
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      Section
        2.13 Changes.
        Since
        the Balance Sheet Date, the Company has not (a) incurred any debts, obligations
        or liabilities, absolute, accrued, contingent or otherwise, whether due or
        to
        become due, except for fees, expenses and liabilities incurred in connection
        with the Merger and related transactions and current liabilities incurred
        in the
        usual and ordinary course of business, (b) discharged or satisfied any Liens
        other than those securing, or paid any obligation or liability other than,
        current liabilities shown on the Balance Sheet and current liabilities incurred
        since the Balance Sheet Date, in each case in the usual and ordinary course
        of
        business, (c) mortgaged, pledged or subjected to Lien any of its assets,
        tangible or intangible other than in the usual and ordinary course of business,
        (d) sold, transferred or leased any of its assets, except in the usual and
        ordinary course of business, (e) cancelled or compromised any debt or claim,
        or
        waived or released any right, of material value, (f) suffered any physical
        damage, destruction or loss (whether or not covered by insurance) materially
        and
        adversely affecting the Condition of the Company, (g) entered into any
        transaction other than in the usual and ordinary course of business, (h)
        encountered any labor union difficulties, (i) made or granted any wage or
        salary
        increase or made any increase in the amounts payable under any profit sharing,
        bonus, deferred compensation, severance pay, insurance, pension, retirement
        or
        other employee benefit plan, agreement or arrangement, other than in the
        ordinary course of business consistent with past practice, or entered into
        any
        employment agreement, (j) issued or sold any shares of capital stock, bonds,
        notes, debentures or other securities or granted any options (including employee
        stock options), warrants or other rights with respect thereto, (k) declared
        or
        paid any dividends on or made any other distributions with respect to, or
        purchased or redeemed, any of its outstanding capital stock, (l) suffered
        or
        experienced any change in, or condition affecting, the Condition of the Company
        other than changes, events or conditions in the usual and ordinary course
        of its
        business, none of which (either by itself or in conjunction with all such
        other
        changes, events and conditions) has been materially adverse, (m) made any
        change
        in the accounting principles, methods or practices followed by it or
        depreciation or amortization policies or rates theretofore adopted, (n) made
        or
        permitted any amendment or termination of any material contract, agreement
        or
        license to which it is a party, (o) suffered any material loss not reflected
        in
        the Balance Sheet or its statement of income for the period ended on the
        Balance
        Sheet Date, (p) paid, or made any accrual or arrangement for payment of,
        bonuses
        or special compensation of any kind or any severance or termination pay to
        any
        present or former officer, director, employee, stockholder or consultant,
        (q)
        made or agreed to make any charitable contributions or incurred any non-business
        expenses in excess of $50,000 in the aggregate, or (r) entered into any
        agreement, or otherwise obligated itself, to do any of the
        foregoing.

       

      Section
        2.14 Assets
        and Contracts.
        

       

      (a) Schedule
        2.14(a)
        contains
        a true and complete list of all real property leased by the Company and of
        all
        tangible personal property owned or leased by the Company having a cost or
        fair
        market value of greater than $250,000. All the real property listed in
Schedule
        2.14(a)
        is
        leased by the Company under valid leases enforceable in accordance with their
        terms, and there is not, under any such lease, any existing default or event
        of
        default or event which with notice or lapse of time, or both, would constitute
        a
        default by the Company, and the Company has not received any notice or claim
        of
        any such default by the Company. The Company does not own any real
        property.

       

      
        
           

        

        
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      (b) Except
        as
        expressly set forth in this Agreement, the Financial Statements or the notes
        thereto, or as disclosed in Schedule
        2.14(b)
        hereto,
        the Company is not a party to any written or oral agreement not made in the
        ordinary course of business that is material to the Company. Except as disclosed
        in Schedule
        2.14(b)
        hereto,
        the Company is not a party to any written or oral (i) agreement for the purchase
        of fixed assets or for the purchase of materials, supplies or equipment in
        excess of normal operating requirements, (ii) agreement for the employment
        of
        any officer, individual employee or other Person on a full-time basis or
        any
        agreement with any Person for consulting services, (iii) indenture, loan
        or
        credit agreement, note agreement, deed of trust, mortgage, security agreement,
        promissory note or other agreement or instrument relating to or evidencing
        Indebtedness for Borrowed Money or subjecting any asset or property of the
        Company to any Lien or evidencing any Indebtedness, (iv) guaranty of any
        Indebtedness, (v) other than as set forth in Schedule
        2.14(a)
        hereto,
        lease or agreement under which the Company is lessee of or holds or operates
        any
        property, real or personal, owned by any other Person under which payments
        to
        such Person exceed $250,000 per year, (vi) agreement granting any preemptive
        right, right of first refusal or similar right to any Person, (vii) agreement
        or
        arrangement with any Affiliate or any “associate” (as such term is defined in
        Rule 405 under the Securities Act) of the Company or any present or former
        officer, director or stockholder of the Company, (viii) agreement obligating
        the
        Company to pay any royalty or similar charge for the use or exploitation
        of any
        tangible or intangible property, (ix) covenant not to compete or other material
        restriction on its ability to conduct a business or engage in any other
        activity, (x) agreement to register securities under the Securities Act or
        (xi)
        collective bargaining agreement. Except as disclosed in Schedule
        2.14(b),
        none of
        the agreements, contracts, leases, instruments or other documents or
        arrangements listed in Schedules
        2.14(a)
        and
2.14(b)
        requires
        the consent of any of the parties thereto other than the Company to permit
        the
        contract, agreement, lease, instrument or other document or arrangement to
        remain effective following consummation of the Merger and the transactions
        contemplated hereby. For purposes of this Agreement, an “Affiliate”
shall
        mean any Person that directly or indirectly controls, is controlled by, or
        is
        under common control with, the indicated Person.

       

      (c) The
        Company has made available to Parent and Acquisition Corp. true and complete
        copies of all agreements and other documents and a description of all applicable
        oral agreements disclosed or referred to in Schedules
        2.14(a)
        and
2.14(b),
        as well
        as any additional agreements or documents, requested by Parent or Acquisition
        Corp. The Company has in all material respects performed all obligations
        required to be performed by it to date and is not in default in any material
        respect under any of the contracts, agreements, leases, documents, commitments
        or other arrangements to which it is a party or by which it or any of its
        property is otherwise bound or affected.

       

      Section
        2.15 Employees.
        The
        Company has complied in all material respects with all laws relating to the
        employment of labor, and the Company has encountered no material labor union
        difficulties. Other than pursuant to ordinary arrangements of employment
        compensation, the Company is not under any obligation or liability to any
        officer, director or employee of the Company.

       

      
        
           

        

        
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      Section
        2.16 Tax
        Returns and Audits.
        

       

      (a) All
        required federal, state and local Tax Returns (as defined below) of the Company
        have been accurately prepared and duly and timely filed, and all federal,
        state
        and local Taxes (as defined below) required to be paid with respect to the
        periods covered by such returns have been paid. The Company is not and has
        not
        been delinquent in the payment of any Tax. The Company has not had a Tax
        deficiency proposed or assessed against it and has not executed a waiver
        of any
        statute of limitations on the assessment or collection of any Tax. None of
        the
        Company’s federal income tax returns has been audited by any governmental
        authority; and none of the Company’s state or local income or franchise tax
        returns has been audited by any governmental authority. The reserves for
        Taxes
        reflected on the Balance Sheet are and will be sufficient for the payment
        of all
        unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the
        Balance Sheet Date, the Company has made adequate provisions on its books
        of
        account for all Taxes with respect to its business, properties and operations
        for such period. The Company has withheld or collected from each payment
        made to
        each of its employees the amount of all taxes (including, but not limited
        to,
        federal, state and local income taxes, Federal Insurance Contribution Act
        taxes
        and Federal Unemployment Tax Act taxes) required to be withheld or collected
        therefrom, and has paid the same to the proper Tax receiving officers or
        authorized depositaries. There are no federal, state, local or foreign audits,
        actions, suits, proceedings, investigations, claims or administrative
        proceedings relating to Taxes or any Tax Returns of the Company now pending,
        and
        the Company has not received any notice of any proposed audits, investigations,
        claims or administrative proceedings relating to Taxes or any Tax Returns.
        The
        Company is not obligated to make a payment, nor is it a party to any agreement
        that under certain circumstances could obligate it to make a payment that
        would
        not be deductible under Section 280G of the Code. The Company has not agreed,
        nor is it required, to make any adjustments under Section 481(a) of the Code
        (or
        any similar provision of state, local and foreign law), whether by reason
        of a
        change in accounting method or otherwise, for any Tax period for which the
        applicable statute of limitations has not yet expired. The Company (i) is
        not a
        party to, nor is it bound by or obligated under, any Tax sharing agreement,
        Tax
        indemnification agreement or similar contract or arrangement, whether written
        or
        unwritten (collectively, “Tax
        Sharing Agreements”),
        and
        (ii) does not have any potential liability or obligation to any Person as
        a
        result of, or pursuant to, any such Tax Sharing Agreements.

       

      (b) For
        purposes of this Agreement, the following terms shall have the meanings provided
        below:

       

      (i) “Tax”
or
        “Taxes”
shall
        mean (A) any and all taxes, assessments, customs, duties, levies, fees, tariffs,
        imposts, deficiencies and other governmental charges of any kind whatsoever
        (including, but not limited to, taxes on or with respect to net or gross
        income,
        franchise, profits, gross receipts, capital, sales, use, ad valorem, value
        added, transfer, real property transfer, transfer gains, transfer taxes,
        inventory, capital stock, license, payroll, employment, social security,
        unemployment, severance, occupation, real or personal property, estimated
        taxes,
        rent, excise, occupancy, recordation, bulk transfer, intangibles, alternative
        minimum, doing business, withholding and stamp), together with any interest
        thereon, penalties, fines, damages costs, fees, additions to tax or additional
        amounts with respect thereto, imposed by the United States (Federal, state
        or
        local) or other applicable jurisdiction; (B) any liability for the payment
        of
        any amounts described in clause (A) as a result of being a member of an
        affiliated, consolidated, combined, unitary or similar group or as a result
        of
        transferor or successor liability, including, without limitation, by reason
        of
        Regulation section 1.1502-6; and (C) any liability for the payments of any
        amounts as a result of being a party to any Tax Sharing Agreement or as a
        result
        of any express or implied obligation to indemnify any other Person with respect
        to the payment of any amounts of the type described in clause (A) or
        (B).

       

      (ii) “Tax
        Return”
shall
        include all returns and reports (including elections, declarations, disclosures,
        schedules, estimates and information returns (including Form 1099 and
        partnership returns filed on Form 1065) required to be supplied to a Tax
        authority relating to Taxes.

       

      
        
           

        

        
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      Section
        2.17 Patents
        and Other Intangible Assets.
        

       

      (a) The
        Company (i) owns or has the right to use, free and clear of all Liens, claims
        and restrictions, all patents, trademarks, service marks, trade names,
        copyrights, licenses and rights with respect to the foregoing used in or
        necessary for the conduct of its business as now conducted or proposed to
        be
        conducted without infringing upon or otherwise acting adversely to the right
        or
        claimed right of any Person under or with respect to any of the foregoing
        and
        (ii) is not obligated or under any liability to make any payments by way
        of
        royalties, fees or otherwise to any owner or licensor of, or other claimant
        to,
        any patent, trademark, service mark, trade name, copyright or other intangible
        asset, with respect to the use thereof or in connection with the conduct
        of its
        business or otherwise.

       

      (b) To
        the
        knowledge of the Company, the Company owns and has the unrestricted right
        to use
        all trade secrets, if any, including know-how, negative know-how, formulas,
        patterns, programs, devices, methods, techniques, inventions, designs,
        processes, computer programs and technical data and all information that
        derives
        independent economic value, actual or potential, from not being generally
        known
        or known by competitors (collectively, “Intellectual
        Property”)
        required for or incident to the development, operation and sale of all products
        and services sold by the Company, free and clear of any right, Lien or claim
        of
        others; provided,
        however,
        that
        the possibility exists that other Persons, completely independently of the
        Company or its employees or agents, could have developed Intellectual Property
        similar or identical to that of the Company. The Company is not aware of
        any
        such development of substantially identical trade secrets or technical
        information by others. All Intellectual Property can and will be transferred
        by
        the Company to the Surviving Corporation as a result of the Merger and without
        the consent of any Person other than the Company.

       

      Section
        2.18 Employee
        Benefit Plans; ERISA.
        

       

      (a) Except
        as
        disclosed on Schedule
        2.18
        hereto,
        there are no “employee benefit plans” (within the meaning of Section 3(3) of
        ERISA) nor any other employee benefit or fringe benefit arrangements, practices,
        contracts, policies or programs of every type other than programs merely
        involving the regular payment of wages, commissions, or bonuses established,
        maintained or contributed to by the Company, whether written or unwritten
        and
        whether or not funded. The plans listed on Schedule
        2.18
        hereto
        are hereinafter referred to as the “Employee
        Benefit Plans.”

       

      (b) All
        current and prior material documents, including all amendments thereto, with
        respect to each Employee Benefit Plan have been made available to Parent
        and
        Acquisition Corp. or their advisors.

       

      (c) To
        the
        knowledge of the Company, all Employee Benefit Plans are in material compliance
        with the applicable requirements of ERISA, the Code and any other applicable
        state, federal or foreign law.

       

      (d) There
        are
        no pending claims or lawsuits that have been asserted or instituted against
        any
        Employee Benefit Plan, the assets of any of the trusts or funds under the
        Employee Benefit Plans, the plan sponsor or the plan administrator of any
        of the
        Employee Benefit Plans or against any fiduciary of an Employee Benefit Plan
        with
        respect to the operation of such plan, nor does the Company have any knowledge
        of any incident, transaction, occurrence or circumstance that might reasonably
        be expected to form the basis of any such claim or lawsuit.

       

      
        
           

        

        
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      (e) There
        is
        no pending or, to the knowledge of the Company, contemplated investigation,
        or
        pending or possible enforcement action by the Pension Benefit Guaranty
        Corporation, the Department of Labor, the Internal Revenue Service or any
        other
        government agency with respect to any Employee Benefit Plan and the Company
        has
        no knowledge of any incident, transaction, occurrence or circumstance which
        might reasonably be expected to trigger such an investigation or enforcement
        action.

       

      (f) No
        actual
        or, to the knowledge of the Company, contingent liability exists with respect
        to
        the funding of any Employee Benefit Plan or for any other expense or obligation
        of any Employee Benefit Plan, except as disclosed on the financial statements
        of
        the Company, and no contingent liability exists under ERISA with respect
        to any
“multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of
        ERISA.

       

      (g) No
        events
        have occurred or are expected to occur with respect to any Employee Benefit
        Plan
        that would cause a material change in the costs of providing benefits under
        such
        Employee Benefit Plan or would cause a material change in the cost of providing
        for other liabilities of such Employee Benefit Plan.

       

      Section
        2.19 Title
        to Property and Encumbrances.
        The
        Company has good, valid and indefeasible marketable title to all properties
        and
        assets used in the conduct of its business (except for property held under
        valid
        and subsisting leases that are in full force and effect and which are not
        in
        default) free of all Liens and other encumbrances, except Permitted Liens
        and
        such ordinary and customary imperfections of title, restrictions and
        encumbrances as do not, individually or in the aggregate, materially detract
        from the value of the property or assets or materially impair the use made
        thereof by the Company in its business. Without limiting the generality of
        the
        foregoing, the Company has good and indefeasible title to all of its properties
        and assets reflected in the Balance Sheet, except for property disposed of
        in
        the usual and ordinary course of business since the Balance Sheet Date and
        for
        property held under valid and subsisting leases that are in full force and
        effect and that are not in default. For purposes of this Agreement,
“Permitted
        Liens”
shall
        mean (a) Liens for taxes and assessments or governmental charges or levies
        not
        at the time due or in respect of which the validity thereof shall currently
        be
        contested in good faith by appropriate proceedings; (b) Liens in respect
        of
        pledges or deposits under workmen’s compensation laws or similar legislation,
        carriers’, warehousemen’s, mechanics’, laborers’ and materialmens’ and similar
        Liens, if the obligations secured by such Liens are not then delinquent or
        are
        being contested in good faith by appropriate proceedings and (c) Liens
        incidental to the conduct of the business of the Company that were not incurred
        in connection with the borrowing of money or the obtaining of advances or
        credits and which do not in the aggregate materially detract from the value
        of
        its property or materially impair the use made thereof by the Company in
        its
        business.

       

      Section
        2.20 Condition
        of Properties.
        All
        facilities, machinery, equipment, fixtures and other properties owned, leased
        or
        used by the Company are in reasonably good operating condition and repair,
        subject to ordinary wear and tear, and are adequate and sufficient for the
        Company’s business.

       

      
        
           

        

        
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      Section
        2.21 Insurance
        Coverage.
        There
        is in full force and effect one or more policies of insurance issued by insurers
        of recognized responsibility, insuring the Company and its properties, products
        and business against such losses and risks, and in such amounts, as are
        customary for corporations of established reputation engaged in the same
        or
        similar business and similarly situated. The Company has not been refused
        any
        insurance coverage sought or applied for, and the Company has no reason to
        believe that it will be unable to renew its existing insurance coverage as
        and
        when the same shall expire upon terms at least as favorable to those currently
        in effect, other than possible increases in premiums that do not result from
        any
        act or omission of the Company. No suit, proceeding or action or, to the
        best
        current actual knowledge of the Company, threat of suit, proceeding or action
        has been asserted or made against the Company within the last five years
        due to
        alleged bodily injury, disease, medical condition, death or property damage
        arising out of the function or malfunction of a product, procedure or service
        designed, manufactured, sold or distributed by the Company.

       

      Section
        2.22 Litigation.
        Except
        as disclosed in Schedule
        2.22,
        there
        is no legal action, suit, arbitration or other legal, administrative or other
        governmental proceeding pending or, to the knowledge of the Company, threatened
        against or affecting the Company or its properties, assets or business, and
        after reasonable investigation, the Company is not aware of any incident,
        transaction, occurrence or circumstance that might reasonably be expected
        to
        result in or form the basis for any such action, suit, arbitration or other
        proceeding. The Company is not in default with respect to any order, writ,
        judgment, injunction, decree, determination or award of any court or any
        governmental agency or instrumentality or arbitration authority.

       

      Section
        2.23 Licenses.
        The
        Company possesses from all appropriate governmental authorities all licenses,
        permits, authorizations, approvals, franchises and rights necessary for the
        Company to engage in the business currently conducted by it, all of which
        are in
        full force and effect.

       

      Section
        2.24 Interested
        Party Transactions.
        No
        officer, director or stockholder of the Company or any Affiliate or “associate”
(as such term is defined in Rule 405 under the Securities Act) of any such
        Person or the Company has or has had, either directly or indirectly, (a)
        an
        interest in any Person that (i) furnishes or sells services or products that
        are
        furnished or sold or are proposed to be furnished or sold by the Company
        or (ii)
        purchases from or sells or furnishes to the Company any goods or services,
        or
        (b) a beneficial interest in any contract or agreement to which the Company
        is a
        party or by which it may be bound or affected.

       

      Section
        2.25 Environmental
        Matters.

       

      (a) To
        the
        knowledge of the Company, the Company has never generated, used, handled,
        treated, released, stored or disposed of any Hazardous Materials (as defined
        below) on any real property on which it now has or previously had any leasehold
        or ownership interest, except in compliance with all applicable Environmental
        Laws (as defined below).

       

      
        
           

        

        
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      (b) To
        the
        knowledge of the Company, the historical and present operations of the business
        of the Company are in compliance with all applicable Environmental Laws,
        except
        where any non-compliance has not had and would not reasonably be expected
        to
        have a material adverse effect on the Condition of the Company.

       

      (c) There
        are
        no material pending or, to the knowledge of the Company, threatened, demands,
        claims, information requests or notices of noncompliance or violation against
        or
        to the Company relating to any Environmental Law; and, to the knowledge of
        the
        Company, there are no conditions or occurrences on any of the real property
        used
        by the Company in connection with its business that would reasonably be expected
        to lead to any such demands, claims or notices against or to the Company,
        except
        such as have not had, and would not reasonably be expected to have, a material
        adverse effect on the Condition of the Company.

       

      (d) To
        the
        knowledge of the Company, (i) the Company has not sent or disposed of, otherwise
        had taken or transported, arranged for the taking or disposal of (on behalf
        of
        itself, a customer or any other party) or in any other manner participated
        or
        been involved in the taking of or disposal or release of a Hazardous Material
        to
        or at a site that is contaminated by any Hazardous Material or that, pursuant
        to
        any Environmental Law, (A) has been placed on the “National Priorities List”,
        the “CERCLIS” list, or any similar state or federal list, or (B) is subject to
        or the source of a claim, an administrative order or other request to take
        “removal”, “remedial”, “corrective” or any other “response” action, as defined
        in any Environmental Law, or to pay for the costs of any such action at the
        site; (ii) the Company is not involved in (and has no basis to reasonably
        expect
        to be involved in) any suit or proceeding and has not received (and has no
        basis
        to reasonably expect to receive) any notice, request for information or other
        communication from any governmental authority or other third party with respect
        to a release or threatened release of any Hazardous Material or a violation
        or
        alleged violation of any Environmental Law, and has not received (and has
        no
        basis to reasonably expect to receive) notice of any claims from any Person
        relating to property damage, natural resource damage or to personal injuries
        from exposure to any Hazardous Material; and (iii) the Company has timely
        filed
        every report required to be filed, acquired all necessary certificates,
        approvals and permits, and generated and maintained all required data,
        documentation and records under all Environmental Laws, in all such instances
        except where the failure to do so would not reasonably be expected to have,
        individually or in the aggregate, a material adverse effect on the Condition
        of
        the Company.

       

      (e) For
        purposes of this Agreement, the following terms shall have the meanings provided
        below:

       

      (i) “Environmental
        Laws”
shall
        mean the Comprehensive Environmental Response, Compensation and Liability
        Act,
        42 U.S.C. §§ 9601, et seq.; the Emergency Planning and Community Right-to-Know
        Act of 1986, 42 U.S.C. §§ 11001, et seq.; the Resource Conservation and Recovery
        Act, 42 U.S.C. §§ 6901, et seq.; the Toxic Substances Control Act, 15 U.S.C. §§
2601 et seq.; the Federal Insecticide, Fungicide, and Rodenticide Act, 7
        U.S.C.
§§ 136, et seq. and comparable state statutes dealing with the registration,
        labeling and use of pesticides and herbicides; the Clean Air Act, 42 U.S.C.
§§
7401 et seq.; the Clean Water Act (Federal Water Pollution Control Act),
        33
        U.S.C. §§ 1251 et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300f, et seq.;
        the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801, et seq.; as any
        of the above statutes have been amended as of the date hereof, all rules,
        regulations and policies promulgated pursuant to any of the above statutes,
        and
        any other foreign, federal, state or local law, statute, ordinance, rule,
        regulation or policy governing environmental matters, as the same have been
        amended as of the date hereof.

       

      
        
           

        

        
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      (ii) “Hazardous
        Material”
shall
        mean any substance or material meeting any one or more of the following
        criteria: (a) it is or contains a substance designated as or meeting the
        characteristics of a hazardous waste, hazardous substance, hazardous material,
        pollutant, contaminant or toxic substance under any Environmental Law; (b)
        its
        presence at some quantity requires investigation, notification or remediation
        under any Environmental Law; or (c) it contains, without limiting the foregoing,
        asbestos, polychlorinated biphenyls, petroleum hydrocarbons, petroleum derived
        substances or waste, pesticides, herbicides, crude oil or any fraction thereof,
        nuclear fuel, natural gas or synthetic gas.

       

      Section
        2.26 Questionable
        Payments.
        Neither
        the Company nor any director, officer or, to the knowledge of the Company,
        agent, employee or other Person associated with or acting on behalf of the
        Company, has used any corporate funds for unlawful contributions, gifts,
        entertainment or other unlawful expenses relating to political activity;
        made
        any direct or indirect unlawful payments to government officials or employees
        from corporate funds; established or maintained any unlawful or unrecorded
        fund
        of corporate monies or other assets; made any false or fictitious entries
        on the
        books of record of any such corporations; or made any bribe, rebate, payoff,
        influence payment, kickback or other unlawful payment.

       

      Section
        2.27 Obligations
        to or by Stockholders.
        Except
        as set forth on Schedule
        2.27
        hereto,
        the Company has no liability or obligation or commitment to CAN or any Affiliate
        or “associate” (as such term is defined in Rule 405 under the Securities Act) of
        CAN, nor does CAN or any such Affiliate or associate have any liability,
        obligation or commitment to the Company.

       

      Section
        2.28 Duty
        to Make Inquiry.
        To the
        extent that any of the representations or warranties in this Article II are
        qualified by “knowledge” or “belief,” the Company represents and warrants that
        it has made due and reasonable inquiry and investigation concerning the matters
        to which such representations and warranties relate, including, but not limited
        to, diligent inquiry of its directors, officers and key personnel.

       

      Section
        2.29 Disclosure.
        There
        is no fact relating to the Company that the Company has not disclosed to
        Parent
        and Acquisition Corp. in writing that has had or is currently having a material
        and adverse effect or, insofar as the Company can now foresee, will materially
        and adversely affect the Condition of the Company. No representation or warranty
        by the Company herein and no information disclosed in the schedules or exhibits
        hereto by the Company contains any untrue statement of a material fact or
        omits
        to state a material fact necessary to make the statements contained herein
        or
        therein not misleading.

       

      
        
           

        

        
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      ARTICLE
        III.

      REPRESENTATIONS
        AND WARRANTIES OF PARENT AND ACQUISITION CORP.

       

      Parent
        and Acquisition Corp. represent and warrant to the Company and CAN as follows.
        Notwithstanding anything to the contrary contained herein, disclosure of
        items
        in the Parent SEC Documents (as defined below) shall be deemed to be disclosure
        of such items for all purposes under this Agreement, including, without
        limitation, for all applicable representations and warranties of Parent and
        Acquisition Corp.:

       

      Section
        3.01 Organization
        and Standing.
        Parent
        is a corporation duly organized and existing in good standing under the laws
        of
        the State of Delaware. Acquisition Corp. is a corporation duly organized
        and
        existing in good standing under the laws of the State of Delaware. Parent
        and
        Acquisition Corp. have heretofore delivered to the Company complete and correct
        copies of their respective Certificates of Incorporation and By-laws as now
        in
        effect. Parent and Acquisition Corp. have full corporate power and authority
        to
        carry on their respective businesses as they are now being conducted and
        as now
        proposed to be conducted and to own or lease their respective properties
        and
        assets. Neither Parent nor Acquisition Corp. has any subsidiaries (except
        Parent’s ownership of Acquisition Corp.) or direct or indirect interest (by way
        of stock ownership or otherwise) in any firm, corporation, limited liability
        company, partnership, association or business. Parent owns all of the issued
        and
        outstanding capital stock of Acquisition Corp. free and clear of all Liens,
        and
        Acquisition Corp. has no outstanding options, warrants or rights to purchase
        capital stock or other securities of Acquisition Corp., other than the capital
        stock owned by Parent. Unless the context otherwise requires, all references
        in
        this Article III to “Parent” shall be treated as being a reference to Parent and
        Acquisition Corp. taken together as one enterprise.

       

      Section
        3.02 Qualification.
        Parent
        is duly qualified to conduct business as a foreign corporation and are in
        good
        standing in each jurisdiction wherein the nature of its activities or its
        properties owned or leased makes such qualification necessary, except where
        the
        failure to be so qualified would not have a material adverse effect on the
        condition, properties, assets, liabilities or business operations of Parent
        (the
“Condition
        of the Parent”).

       

      Section
        3.03 Corporate
        Authority.
        Each of
        Parent and/or Acquisition Corp. (as the case may be) has full corporate power
        and authority to enter into the Merger Documents and the other agreements
        to be
        made pursuant to the Merger Documents, and to carry out the transactions
        contemplated hereby and thereby. All corporate acts and proceedings required
        for
        the authorization, execution, delivery and performance of the Merger Documents
        and such other agreements and documents by Parent and/or Acquisition Corp.
        (as
        the case may be) have been duly and validly taken or will have been so taken
        prior to the Closing. Each of the Merger Documents constitutes a legal, valid
        and binding obligation of Parent and/or Acquisition Corp. (as the case may
        be),
        each is enforceable against it and/or them in accordance with its terms,
        except
        as such enforcement may be limited by bankruptcy, insolvency, reorganization
        or
        other similar laws affecting creditors’ rights generally and by general
        principles of equity.

       

      Section
        3.04 Broker’s
        and Finder’s Fees.
        No
        Person is entitled by reason of any act or omission of Parent or Acquisition
        Corp. to any broker’s or finder’s fees, commission or other similar compensation
        with respect to the execution and delivery of the Merger Documents, or with
        respect to the consummation of the transactions contemplated thereby, except
        as
        set forth in the Disclosures. 

       

      
        
           

        

        
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      Section
        3.05 Capitalization.
        

       

      (a) The
        authorized capital stock of Parent consists of (i) 100,000,000 shares of
        Parent
        Common Stock, of which 30,398,148 shares are issued and outstanding, and
        (ii)
        10,000,000 shares of preferred stock, par value $0.001 per share, of which
        no
        shares have been issued or designated as any series of preferred stock (the
        “Parent
        Preferred Stock”).
        Parent has no outstanding options, rights or commitments to issue shares
        of
        Parent Common Stock or any other Equity Security of Parent or Acquisition
        Corp.,
        and there are no outstanding securities convertible or exercisable into or
        exchangeable for shares of Parent Common Stock or any other Equity Security
        of
        Parent or Acquisition Corp. There is no voting trust, agreement or arrangement
        among any of the beneficial holders of Parent Common Stock affecting the
        nomination or election of directors or the exercise of the voting rights
        of
        Parent Common Stock.

       

      (b) The
        authorized capital stock of Acquisition Corp. consists of 3,000 shares of
        common
        stock, par value $.001 per share (the “Acquisition
        Corp. Common Stock”),
        of
        which 1,000 shares are issued and outstanding. All of the outstanding
        Acquisition Corp. Common Stock is owned by Parent. All outstanding shares
        of the
        capital stock of Acquisition Corp. are validly issued and outstanding, fully
        paid and non-assessable, and none of such shares have been issued in violation
        of the preemptive rights of any Person. Acquisition Corp. has no outstanding
        options, rights or commitments to issue shares of Acquisition Corp. Common
        Stock
        or any other Equity Security of Acquisition Corp., and there are no outstanding
        securities convertible or exercisable into or exchangeable for shares of
        Acquisition Corp. Common Stock or any other Equity Security of Acquisition
        Corp.

       

      Section
        3.06 Acquisition
        Corp.
        Acquisition Corp. is a wholly-owned Delaware subsidiary of Parent that was
        formed specifically for the purpose of the Merger and that has not conducted
        any
        business or acquired any property, and will not conduct any business or acquire
        any property prior to the Closing Date, except in preparation for and otherwise
        in connection with the transactions contemplated by the Merger Documents
        and the
        other agreements to be made pursuant to or in connection with the Merger
        Documents.

       

      Section
        3.07 Validity
        of Shares.
        The
        shares of Parent Common Stock to be issued at the Closing pursuant to Section
        1.06(a)(ii) hereof, when issued and delivered in accordance with the terms
        of
        the Merger Documents, shall be duly and validly issued, fully paid and
        non-assessable. Based in part on the representations and warranties of CAN
        as
        contemplated by Article IV hereof and assuming the accuracy thereof, the
        issuance of the Parent Common Stock upon consummation of the Merger pursuant
        to
        Section 1.06(a)(ii) will be exempt from the registration and prospectus delivery
        requirements of the Securities Act and from the qualification or registration
        requirements of any applicable state “Blue Sky” or securities laws.

       

      Section
        3.08 SEC
        Reporting and Compliance.
        

       

      (a) Parent
        filed a registration statement on Form SB-2 under the Securities Act, which
        became effective on or about November 26, 2007. Since that date, Parent has
        timely filed with the U.S. Securities and Exchange Commission (the “Commission”)
        all
        registration statements, proxy statements, information statements and reports
        required to be filed pursuant to the Securities Exchange Act of 1934, as
        amended
        (the “Exchange
        Act”).
        Parent has not filed with the Commission a certificate on Form 15 pursuant
        to
        Rule 12h-3 of the Exchange Act.

       

      
        
           

        

        
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      (b) Parent
        has made available to the Company true and complete copies of the registration
        statements, information statements and other reports (collectively, the
“Parent
        SEC Documents”)
        filed
        by Parent with the Commission. None of the Parent SEC Documents, as of their
        respective dates, contained any untrue statement of a material fact or omitted
        to state a material fact necessary in order to make the statements contained
        therein not misleading.

       

      (c) Prior
        to
        and until the Closing, Parent will provide to the Company copies of any and
        all
        amendments or supplements to the Parent SEC Documents filed with the Commission
        and all subsequent registration statements and reports filed by Parent
        subsequent to the filing of the Parent SEC Documents with the Commission
        and any
        and all subsequent information statements, proxy statements, reports or notices
        filed by Parent with the Commission or delivered to the stockholders of
        Parent.

       

      (d) Parent
        is
        not an investment company within the meaning of Section 3 of the Investment
        Company Act of 1940, as amended.

       

      (e) The
        shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin
        Board under the symbol “HVYM.OB” and Parent is in compliance in all material
        respects with all rules and regulations of the OTC Bulletin Board applicable
        to
        it and the Parent Common Stock.

       

      (f) Between
        the date hereof and the Closing Date, Parent shall continue to satisfy the
        filing requirements of the Exchange Act and all other requirements of applicable
        securities laws and of the OTC Bulletin Board.

       

      (g) The
        Parent SEC Documents include all certifications and statements required of
        it,
        if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18
        U.S.C.
        Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002), and each of
        such
        certifications and statements contain no qualifications or exceptions to
        the
        matters certified therein other than a knowledge qualification, permitted
        under
        such provision, and have not been modified or withdrawn and neither Parent
        nor
        any of its officers has received any notice from the Commission questioning
        or
        challenging the accuracy, completeness, form or manner of filing or submission
        of such certifications or statements.

       

      Section
        3.09 Financial
        Statements.
        The
        balance sheets and statements of operations, stockholders’ equity and cash flows
        contained in the Parent SEC Documents (the “Parent
        Financial Statements”)
        (a)
        have been prepared in accordance with GAAP applied on a basis consistent
        with
        prior periods (and, in the case of unaudited financial information, on a
        basis
        consistent with year-end audits), (b) are in accordance with the books and
        records of Parent and (c) present fairly in all material respects the financial
        condition of Parent at the dates therein specified and the results of its
        operations and changes in financial position for the periods therein specified.
        The financial statements included in Parent’s SB-2 were audited by Manning
        Elliott LLP, Parent’s independent registered public accounting firm 

       

      
        
           

        

        
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      Section
        3.10 Governmental
        Consents.
        All
        material consents, approvals, orders, or authorizations of, or registrations,
        qualifications, designations, declarations, or filings with any federal or
        state
        governmental authority on the part of Parent or Acquisition Corp. required
        in
        connection with the consummation of the Merger shall have been obtained prior
        to, and be effective as of, the Closing.

       

      Section
        3.11 Compliance
        with Laws and Other Instruments.
        The
        execution, delivery and performance by Parent and/or Acquisition Corp. of
        the
        Merger Documents and the other agreements to be made by Parent or Acquisition
        Corp. pursuant to or in connection with the Merger Documents and the
        consummation by Parent and/or Acquisition Corp. of the transactions contemplated
        by the Merger Documents will not cause Parent and/or Acquisition Corp. to
        violate or contravene any provision of their respective charters or By-laws
        as
        amended and in effect on and as of the Closing Date and will not violate
        or be
        in conflict with, result in a breach of or constitute (with or without notice
        or
        lapse of time, or both) a default under any material indenture, loan or credit
        agreement, deed of trust, mortgage, security agreement or other agreement
        or
        contract to which Parent or Acquisition Corp. is a party or by which Parent
        and/or Acquisition Corp. or any of their respective properties is
        bound.

       

      Section
        3.12 No
        General Solicitation.
        In
        issuing Parent Common Stock in the Merger hereunder, neither Parent nor anyone
        acting on its behalf has offered to sell the Parent Common Stock by any form
        of
        general solicitation or advertising.

       

      Section
        3.13 Binding
        Obligations.
        The
        Merger Documents constitute the legal, valid and binding obligations of Parent
        and Acquisition Corp., and are enforceable against Parent and Acquisition
        Corp.,
        in accordance with their respective terms, except as such enforcement is
        limited
        by bankruptcy, insolvency and other similar laws affecting the enforcement
        of
        creditors’ rights generally and by general principles of equity. 

       

      Section
        3.14 Absence
        of Undisclosed Liabilities.
        Neither
        Parent nor Acquisition Corp. has any material obligation or liability (whether
        accrued, absolute, contingent, liquidated or otherwise, whether due or to
        become
        due), arising out of any transaction entered into at or prior to the Closing,
        except (a) as disclosed in the Parent SEC Documents, (b) to the extent set
        forth
        on or reserved against in the balance sheet of Parent in the most recent
        Parent
        SEC Document filed by Parent (the “Parent
        Balance Sheet”)
        or the
        notes to the Parent Financial Statements, (c) current liabilities incurred
        and
        obligations under agreements entered into in the usual and ordinary course
        of
        business since the date of the Parent Balance Sheet (the “Parent
        Balance Sheet Date”),
        none
        of which (individually or in the aggregate) materially and adversely affects
        the
        Condition of Parent and (d) by the specific terms of any written agreement,
        document or arrangement attached as an exhibit to the Parent SEC
        Documents.

       

      
        
           

        

        
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      Section
        3.15 Changes.
        Since
        the Parent Balance Sheet Date, except as disclosed in the Parent SEC Documents,
        Parent has not (a) incurred any debts, obligations or liabilities, absolute,
        accrued or, to Parent’s knowledge, contingent, whether due or to become due,
        except for current liabilities incurred in the usual and ordinary course
        of
        business, (b) discharged or satisfied any Liens other than those securing,
        or
        paid any obligation or liability other than, current liabilities shown on
        the
        Parent Balance Sheet and current liabilities incurred since the Parent Balance
        Sheet Date, in each case in the usual and ordinary course of business, (c)
        mortgaged, pledged or subjected to Lien any of its assets, tangible or
        intangible, other than in the usual and ordinary course of business, (d)
        sold,
        transferred or leased any of its assets, except in the usual and ordinary
        course
        of business, (e) cancelled or compromised any debt or claim, or waived or
        released any right of material value, (f) suffered any physical damage,
        destruction or loss (whether or not covered by insurance) that could reasonably
        be expected to have a material adverse effect on the Condition of the Parent,
        (g) entered into any transaction other than in the usual and ordinary course
        of
        business, (h) encountered any labor union difficulties, (i) made or granted
        any
        wage or salary increase or made any increase in the amounts payable under
        any
        profit sharing, bonus, deferred compensation, severance pay, insurance, pension,
        retirement or other employee benefit plan, agreement or arrangement, other
        than
        in the ordinary course of business consistent with past practice, or entered
        into any employment agreement, (j) issued or sold any shares of capital stock,
        bonds, notes, debentures or other securities or granted any options (including
        employee stock options), warrants or other rights with respect thereto, (k)
        declared or paid any dividends on or made any other distributions with respect
        to, or purchased or redeemed, any of its outstanding capital stock, (l) suffered
        or experienced any change in, or condition affecting, the Condition of the
        Parent other than changes, events or conditions in the usual and ordinary
        course
        of its business, none of which (either by itself or in conjunction with all
        such
        other changes, events and conditions) could reasonably be expected to have
        a
        material adverse effect on the Condition of the Parent, (m) made any change
        in
        the accounting principles, methods or practices followed by it or depreciation
        or amortization policies or rates theretofore adopted, (n) made or permitted
        any
        amendment or termination of any material contract, agreement or license to
        which
        it is a party, (o) suffered any material loss not reflected in the Parent
        Balance Sheet or its statement of income for the year ended on the Parent
        Balance Sheet Date, (p) paid, or made any accrual or arrangement for payment
        of,
        bonuses or special compensation of any kind or any severance or termination
        pay
        to any present or former officer, director, employee, stockholder or consultant,
        (q) made or agreed to make any charitable contributions or incurred any
        non-business expenses in excess of $5,000 in the aggregate or (r) entered
        into
        any agreement, or otherwise obligated itself, to do any of the
        foregoing.

       

      Section
        3.16 Tax
        Returns and Audits.
        All
        required federal, state and local Tax Returns of Parent have been accurately
        prepared in all material respects and duly and timely filed, and all federal,
        state and local Taxes required to be paid with respect to the periods covered
        by
        such returns have been paid to the extent that the same are material and
        have
        become due, except where the failure so to file or pay could not reasonably
        be
        expected to have a material adverse effect upon the Condition of the Parent.
        Parent is not and has not been delinquent in the payment of any Tax. Parent
        has
        not had a Tax deficiency assessed against it. None of Parent’s federal income,
        state and local income and franchise tax returns has been audited by any
        governmental authority. The reserves for Taxes reflected on the Parent Balance
        Sheet are sufficient for the payment of all unpaid Taxes payable by Parent
        with
        respect to the period ended on the Parent Balance Sheet Date. There are no
        federal, state, local or foreign audits, actions, suits, proceedings,
        investigations, claims or administrative proceedings relating to Taxes or
        any
        Tax Returns of Parent now pending, and Parent has not received any notice
        of any
        proposed audits, investigations, claims or administrative proceedings relating
        to Taxes or any Tax Returns.

       

      
        
           

        

        
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      Section
        3.17 Employee
        Benefit Plans; ERISA.
        

       

      (a) Except
        as
        disclosed in the Parent SEC Documents, there are no “employee benefit plans”
(within the meaning of Section 3(3) of ERISA) nor any other employee benefit
        or
        fringe benefit arrangements, practices, contracts, policies or programs other
        than programs merely involving the regular payment of wages, commissions,
        or
        bonuses established, maintained or contributed to by Parent. Any plans listed
        in
        the Parent SEC Documents are hereinafter referred to as the “Parent
        Employee Benefit Plans.”

       

      (b) Any
        current and prior material documents, including all amendments thereto, with
        respect to each Parent Employee Benefit Plan have been given to the Company
        or
        its advisors.

       

      (c) All
        Parent Employee Benefit Plans are in material compliance with the applicable
        requirements of ERISA, the Code and any other applicable state, federal or
        foreign law.

       

      (d) There
        are
        no pending, or to the knowledge of Parent, threatened, claims or lawsuits
        which
        have been asserted or instituted against any Parent Employee Benefit Plan,
        the
        assets of any of the trusts or funds under the Parent Employee Benefit Plans,
        the plan sponsor or the plan administrator of any of the Parent Employee
        Benefit
        Plans or against any fiduciary of a Parent Employee Benefit Plan with respect
        to
        the operation of such plan.

       

      (e) There
        is
        no pending, or to the knowledge of Parent, threatened, investigation or pending
        or possible enforcement action by the Pension Benefit Guaranty Corporation,
        the
        Department of Labor, the Internal Revenue Service or any other government
        agency
        with respect to any Parent Employee Benefit Plan.

       

      (f) No
        actual
        or, to the knowledge of Parent, contingent liability exists with respect
        to the
        funding of any Parent Employee Benefit Plan or for any other expense or
        obligation of any Parent Employee Benefit Plan, except as disclosed on the
        financial statements of Parent or the Parent SEC Documents, and to the knowledge
        of Parent, no contingent liability exists under ERISA with respect to any
        “multi-employer plan,” as defined in Section 3(37) or Section 4001(a)(3) of
        ERISA.

       

      Section
        3.18 Litigation.
        There
        is no legal action, suit, arbitration or other legal, administrative or other
        governmental proceeding pending or, to the knowledge of Parent, threatened
        against or affecting Parent or Acquisition Corp. or any of their respective
        properties, assets or businesses. To the knowledge of Parent, neither Parent
        nor
        Acquisition Corp. is in default with respect to any order, writ, judgment,
        injunction, decree, determination or award of any court or any governmental
        agency or instrumentality or arbitration authority.

       

      Section
        3.19 Licenses.
        Parent
        possesses from all appropriate governmental authorities all licenses, permits,
        authorizations, approvals, franchises and rights necessary for the Company
        to
        engage in the business currently conducted by it, all of which are in full
        force
        and effect.

       

      Section
        3.20 Interested
        Party Transactions.
        Except
        as disclosed in the Parent SEC Documents, no officer, director or stockholder
        of
        Parent or any Affiliate or “associate” (as such term is defined in Rule 405
        under the Securities Act) of any such Person or of Parent has or has had,
        either
        directly or indirectly, (a) an interest in any Person that (i) furnishes
        or
        sells services or products that are furnished or sold or are proposed to
        be
        furnished or sold by Parent or (ii) purchases from or sells or furnishes
        to
        Parent any goods or services, or (b) a beneficial interest in any contract
        or
        agreement to which Parent is a party or by which it or any of its assets
        may be
        bound or affected.

       

      
        
           

        

        
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      Section
        3.21 Questionable
        Payments.
        Neither
        Parent, Acquisition Corp. nor, to the knowledge of Parent, any director,
        officer, agent, employee or other Person associated with or acting on behalf
        of
        Parent or Acquisition Corp. has used any corporate funds for unlawful
        contributions, gifts, entertainment or other unlawful expenses relating to
        political activity; made any direct or indirect unlawful payments to government
        officials or employees from corporate funds; established or maintained any
        unlawful or unrecorded fund of corporate monies or other assets; made any
        false
        or fictitious entries on the books of record of any such corporations; or
        made
        any bribe, rebate, payoff, influence payment, kickback or other unlawful
        payment.

       

      Section
        3.22 Obligations
        to or by Stockholders.
        Except
        as disclosed in the Parent SEC Documents, Parent has no liability or obligation
        or commitment to any stockholder of Parent or any Affiliate or “associate” (as
        such term is defined in Rule 405 under the Securities Act) of any stockholder
        of
        Parent, nor does any stockholder of Parent or any such Affiliate or associate
        have any liability, obligation or commitment to Parent.

       

      Section
        3.23 Assets
        and Contracts.
        Except
        as expressly set forth in this Agreement, the Parent Balance Sheet or the
        notes
        thereto, or the Parent SEC Documents, Parent is not a party to any written
        or
        oral agreement not made in the ordinary course of business that is material
        to
        Parent. Parent does not own any real property. Except as expressly set forth
        in
        this Agreement, the Parent Balance Sheet or the notes thereto, or the Parent
        SEC
        Documents, Parent is not a party to or otherwise barred by any written or
        oral
        (a) agreement with any labor union, (b) agreement for the purchase of fixed
        assets or for the purchase of materials, supplies or equipment in excess
        of
        normal operating requirements, (c) agreement for the employment of any officer,
        individual employee or other Person on a full-time basis or any agreement
        with
        any Person for consulting services, (d) bonus, pension, profit sharing,
        retirement, stock purchase, stock option, deferred compensation, medical,
        hospitalization or life insurance or similar plan, contract or understanding
        with respect to any or all of the employees of Parent or any other Person,
        (e)
        indenture, loan or credit agreement, note agreement, deed of trust, mortgage,
        security agreement, promissory note or other agreement or instrument relating
        to
        or evidencing Indebtedness for Borrowed Money or subjecting any asset or
        property of Parent to any Lien or evidencing any Indebtedness, (f) guaranty
        of
        any Indebtedness, (g) lease or agreement under which Parent is lessee of
        or
        holds or operates any property, real or personal, owned by any other Person,
        (h)
        lease or agreement under which Parent is lessor or permits any Person to
        hold or
        operate any property, real or personal, owned or controlled by Parent, (i)
        agreement granting any preemptive right, right of first refusal or similar
        right
        to any Person, (j) agreement or arrangement with any Affiliate or any
“associate” (as such term is defined in Rule 405 under the Securities Act) of
        Parent or any present or former officer, director or stockholder of Parent,
        (k)
        agreement obligating Parent to pay any royalty or similar charge for the
        use or
        exploitation of any tangible or intangible property, (1) covenant not to
        compete
        or other restriction on its ability to conduct a business or engage in any
        other
        activity, (m) distributor, dealer, manufacturer’s representative, sales agency,
        franchise or advertising contract or commitment, (n) agreement to register
        securities under the Securities Act, (o) collective bargaining agreement
        or (p)
        agreement or other commitment or arrangement with any Person continuing for
        a
        period of more than three months from the Closing Date that involves an
        expenditure or receipt by Parent in excess of $1,000. Parent maintains no
        insurance policies or insurance coverage of any kind with respect to Parent,
        its
        business, premises, properties, assets, employees and agents. No consent
        of any
        bank or other depository is required to maintain any bank account, other
        deposit
        relationship or safety deposit box of Parent in effect following the
        consummation of the Merger and the transactions contemplated hereby.


       

      
        
           

        

        
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      Section
        3.24 Employees.
        Other
        than pursuant to ordinary arrangements of employment compensation, Parent
        is not
        under any obligation or liability to any officer, director, employee or
        Affiliate of Parent.

       

      Section
        3.25 Disclosure.
        There
        is no fact relating to Parent that Parent has not disclosed to the Company
        in
        writing that materially and adversely affects nor, insofar as Parent can
        now
        foresee, will materially and adversely affect, the condition (financial or
        otherwise), properties, assets, liabilities, business operations, results
        of
        operations or prospects of Parent. No representation or warranty by Parent
        herein and no information disclosed in the schedules or exhibits hereto by
        Parent contains any untrue statement of a material fact or omits to state
        a
        material fact necessary to make the statements contained herein or therein
        not
        misleading.

       

      ARTICLE
        IV.

      ADDITIONAL
        REPRESENTATIONS, WARRANTIES AND
COVENANTS
        OF CAN 

       

      (a)
        CAN
        has full right, power and authority to deliver the Company Common Stock,
        (b) the
        delivery of the Company Common Stock will not violate or be in conflict with,
        result in a breach of or constitute a default under, any indenture, loan
        or
        credit agreement, deed of trust, mortgage, security agreement or other agreement
        or instrument to which CAN is bound or affected, (c) CAN has good, valid
        and
        marketable title to all shares of Company Common Stock and CAN is not affected
        by any voting trust, agreement or arrangement affecting the voting rights
        of
        such Company Common Stock, (d) CAN is an “accredited investor,” as such term is
        defined in Regulation D under the Securities Act and CAN is acquiring Parent
        Common Stock for investment purposes, and not with a view to selling or
        otherwise distributing such Parent Common Stock in violation of the Securities
        Act or the securities laws of any state and (e) CAN has had an opportunity
        to
        ask and receive answers to any questions CAN may have had concerning the
        terms
        and conditions of the Merger and the Parent Common Stock and has obtained
        any
        additional information that CAN has requested.

       

      ARTICLE
        V.

      CONDUCT
        OF BUSINESSES PENDING THE MERGER.

       

      Section
        5.01 Conduct
        of Business by the Company Pending the Merger.
        Prior
        to the Effective Time, unless Parent or Acquisition Corp. shall otherwise
        agree
        in writing or as otherwise contemplated by this Agreement:

       

      (a) the
        business of the Company shall be conducted only in the ordinary
        course;

       

      
        
           

        

        
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      (b) the
        Company shall not (i) directly or indirectly redeem, purchase or otherwise
        acquire or agree to redeem, purchase or otherwise acquire any shares of its
        capital stock; (ii) amend its Certificate of Incorporation or By-laws except
        to
        effectuate the transactions contemplated in the Disclosures or (iii) split,
        combine or reclassify the outstanding Company Stock or declare, set aside
        or pay
        any dividend payable in cash, stock or property or make any distribution
        with
        respect to any such stock;

       

      (c) the
        Company shall not (i) issue or agree to issue any additional shares of, or
        options, warrants or rights of any kind to acquire any shares of, Company
        Common
        Stock, except to issue shares of Company Common Stock in connection with
        any
        matter relating to the Disclosures (ii) acquire or dispose of any fixed assets
        or acquire or dispose of any other substantial assets other than in the ordinary
        course of business; (iii) incur additional Indebtedness or any other liabilities
        or enter into any other transaction other than in the ordinary course of
        business; (iv) enter into any contract, agreement, commitment or arrangement
        with respect to any of the foregoing or (v) except as contemplated by this
        Agreement, enter into any contract, agreement, commitment or arrangement
        to
        dissolve, merge, consolidate or enter into any other material business
        combination;

       

      (d) the
        Company shall use its best efforts to preserve intact the business organization
        of the Company, to keep available the service of its present officers and
        key
        employees, and to preserve the good will of those having business relationships
        with it;

       

      (e) the
        Company will not, nor will it authorize any director or authorize or permit
        any
        officer or employee or any attorney, accountant or other representative retained
        by it to, make, solicit, encourage any inquiries with respect to, or engage
        in
        any negotiations concerning, any Acquisition Proposal (as defined below for
        purposes of this paragraph). The Company will promptly advise Parent orally
        and
        in writing of any such inquiries or proposals (or requests for information)
        and
        the substance thereof. As used in this paragraph, “Acquisition
        Proposal”
shall
        mean any proposal for a merger or other business combination involving the
        Company or for the acquisition of a substantial equity interest in it or
        any
        material assets of it other than as contemplated by this Agreement. The Company
        will immediately cease and cause to be terminated any existing activities,
        discussions or negotiations with any Person conducted heretofore with respect
        to
        any of the foregoing; and

       

      (f) the
        Company will not enter into any new employment agreements with any of its
        officers or employees or grant any increases in the compensation or benefits
        of
        its officers and employees or amend any employee benefit plan or
        arrangement.

       

      Section
        5.02 Conduct
        of Business by Parent and Acquisition Corp.
        Pending
        the Merger. Prior to the Effective Time, unless the Company and CAN shall
        otherwise agree in writing or as otherwise contemplated by this
        Agreement:

       

      (a) the
        business of Parent and Acquisition Corp. shall be conducted only in the ordinary
        course; provided,
        however,
        that
        Parent shall take the steps necessary to have discontinued its existing business
        without liability to Parent or Acquisition Corp. immediately following the
        Effective Time;

       

      
        
           

        

        
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      (b) neither
        Parent nor Acquisition Corp. shall (i) directly or indirectly redeem, purchase
        or otherwise acquire or agree to redeem, purchase or otherwise acquire any
        shares of its capital stock; (ii) amend its charter or by-laws other than
        to
        effectuate the transactions contemplated hereby; or (iii) split, combine
        or
        reclassify its capital stock or declare, set aside or pay any dividend payable
        in cash, stock or property or make any distribution with respect to such
        stock;


       

      (c) neither
        Parent nor Acquisition Corp. shall (i) issue or agree to issue any additional
        shares of, or options, warrants or rights of any kind to acquire shares of,
        its
        capital stock; (ii) acquire or dispose of any assets other than in the ordinary
        course of business (except for dispositions in connection with Section 5.02(a)
        hereof); (iii) incur additional Indebtedness or any other liabilities or
        enter
        into any other transaction except in the ordinary course of business; (iv)
        enter
        into any contract, agreement, commitment or arrangement with respect to any
        of
        the foregoing or (v) except as contemplated by this Agreement, enter into
        any
        contract, agreement, commitment or arrangement to dissolve, merge, consolidate
        or enter into any other material business contract or enter into any
        negotiations in connection therewith;

       

      (d) neither
        Parent nor Acquisition Corp. will, nor will they authorize any director or
        authorize or permit any officer or employee or any attorney, accountant or
        other
        representative retained by them to, make, solicit, encourage any inquiries
        with
        respect to, or engage in any negotiations concerning, any Acquisition Proposal
        (as defined below for purposes of this paragraph). Parent will promptly advise
        the Company orally and in writing of any such inquiries or proposals (or
        requests for information) and the substance thereof. As used in this paragraph,
        “Acquisition
        Proposal”
shall
        mean any proposal for a merger or other business combination involving Parent
        or
        Acquisition Corp. or for the acquisition of a substantial equity interest
        in
        either of them or any material assets of either of them other than as
        contemplated by this Agreement. Parent will immediately cease and cause to
        be
        terminated any existing activities, discussions or negotiations with any
        Person
        conducted heretofore with respect to any of the foregoing; and

       

      (e) neither
        Parent nor Acquisition Corp. will enter into any new employment agreements
        with
        any of their officers or employees or grant any increases in the compensation
        or
        benefits of their officers and employees. 

       

      
        
           

        

        
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      ARTICLE
        VI.

      ADDITIONAL
        AGREEMENTS

       

      Section
        6.01 Access
        and Information.
        The
        Company, on the one hand, and Parent and Acquisition Corp., on the other
        hand,
        shall each afford to the other and to the other’s accountants, counsel and other
        representatives full access during normal business hours throughout the period
        prior to the Effective Time to all of its properties, books, contracts,
        commitments and records (including but not limited to tax returns) and during
        such period, each shall furnish promptly to the other all information concerning
        its business, properties and personnel as such other party may reasonably
        request, provided that no investigation pursuant to this Section 6.01 shall
        affect any representations or warranties made herein. Each party shall hold,
        and
        shall cause its employees and agents to hold, in confidence all such information
        (other than such information that (a) is already in such party’s possession or
        (b) becomes generally available to the public other than as a result of a
        disclosure by such party or its directors, officers, managers, employees,
        agents
        or advisors or (c) becomes available to such party on a non-confidential
        basis
        from a source other than a party hereto or its advisors, provided that such
        source is not known by such party to be bound by a confidentiality agreement
        with or other obligation of secrecy to a party hereto or another party until
        such time as such information is otherwise publicly available; provided,
        however,
        that
        (i) any such information may be disclosed to such party’s directors, officers,
        employees and representatives of such party’s advisors who need to know such
        information for the purpose of evaluating the transactions contemplated hereby
        (it being understood that such directors, officers, employees and
        representatives shall be informed by such party of the confidential nature
        of
        such information), (ii) any disclosure of such information may be made as
        to
        which the party hereto furnishing such information has consented in writing
        and
        (iii) any such information may be disclosed pursuant to a judicial,
        administrative or governmental order or request; provided,
        further,
        that
        the requested party will promptly so notify the other party so that the other
        party may seek a protective order or appropriate remedy and/or waive compliance
        with this Agreement and if such protective order or other remedy is not obtained
        or the other party waives compliance with this provision, the requested party
        will furnish only that portion of such information that is legally required
        and
        will exercise its best efforts to obtain a protective order or other reliable
        assurance that confidential treatment will be accorded the information
        furnished. If this Agreement is terminated, each party will deliver to the
        other
        all documents and other materials (including copies) obtained by such party
        or
        on its behalf from the other party as a result of this Agreement or in
        connection herewith, whether so obtained before or after the execution
        hereof.

       

      Section
        6.02 Additional
        Agreements.
        Subject
        to the terms and conditions herein provided, each of the parties hereto agrees
        to use its commercially reasonable efforts to take, or cause to be taken,
        all
        action and to do, or cause to be done, all things necessary, proper or advisable
        under applicable laws and regulations to consummate and make effective the
        transactions contemplated by this Agreement, including using its commercially
        reasonable efforts to satisfy the conditions precedent to the obligations
        of any
        of the parties hereto, to obtain all necessary waivers, and to lift any
        injunction or other legal bar to the Merger (and, in such case, to proceed
        with
        the Merger as expeditiously as possible). In order to obtain any necessary
        governmental or regulatory action or non-action, waiver, consent, extension
        or
        approval, each of Parent, Acquisition Corp. and the Company agrees to take
        all
        reasonable actions and to enter into all reasonable agreements as may be
        necessary to obtain timely governmental or regulatory approvals and to take
        such
        further action in connection therewith as may be necessary. In case at any
        time
        after the Effective Time any further action is necessary or desirable to
        carry
        out the purposes of this Agreement, the proper officers and/or directors
        of
        Parent, Acquisition Corp. and the Company shall take all such necessary
        action.

       

      Section
        6.03 Publicity.
        No
        party shall issue any press release or public announcement pertaining to
        the
        Merger that has not been agreed upon in advance by Parent, the Company and
        CAN,
        except as Parent and CAN reasonably determine to be necessary in order to
        comply
        with the rules of the Commission, provided, that in such case each of Parent
        and
        CAN will use its best efforts to allow the other party to review and reasonably
        approve any such press release or public announcement prior to its
        release.

       

      
        
           

        

        
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      Section
        6.04 Appointment
        of Directors and Officers.
        Immediately at the Effective Time, Parent shall accept the resignations of
        the
        current officers and directors of Parent, and shall cause the persons listed
        as
        directors in Exhibit
        F
        hereto
        to be elected to the Board of Directors of Parent. At the first annual meeting
        of Parent stockholders and thereafter, the election of members of Parent’s Board
        of Directors shall be accomplished in accordance with the By-laws of Parent
        and
        the rules of the Commission.

       

      Section
        6.05 Exchange
        Listing.
        Promptly following the Effective Time, Parent shall take all required actions,
        upon satisfaction of the original listing requirements, to list the Parent
        Common Stock for trading on the American Stock Exchange or the NASDAQ Stock
        Market.

       

      Section
        6.06 Assumption
        of Agreements.
        At the
        Effective Time, Parent shall affirmatively assume any all liabilities and
        obligations of the Company with respect to the Private Placement and the
        Merger.

       

      Section
        6.07 Future
        Indebtedness. Reference
        is hereby made to that certain amendment agreement dated as of June 17, 2008,
        by
        and between CAN and Longview Marquis Master Fund, L.P. (the “Amendment
        Agreement”).
        The
        Company agrees to abide by the terms and conditions as set forth in Section
        2,
        Part (viii) of the Amendment Agreement, attached as Exhibit
        G
        hereto.

       

      ARTICLE
        VII.
CONDITIONS
        TO PARTIES’ OBLIGATIONS

       

      Section
        7.01 Conditions
        to Parent and Acquisition Corp. Obligations.
        The
        obligations of Parent and Acquisition Corp. under the Merger Documents are
        subject to the fulfillment, at or prior to the Closing, of the following
        conditions, any of which may be waived in whole or in part by
        Parent.

       

      (a) The
        representations and warranties of the Company under this Agreement shall
        be
        deemed to have been made again on the Closing Date and shall then be true
        and
        correct in all material respects.

       

      (b) The
        Company shall have performed and complied in all material respects with all
        agreements and conditions required by this Agreement to be performed or complied
        with by it on or before the Closing Date.

       

      (c) There
        shall not exist on the Closing Date any Default (as defined below) or Event
        of
        Default (as defined below) or any event or condition that, with the giving
        of
        notice or lapse of time or both, would constitute a Default or Event of Default
        and, since the Balance Sheet Date, there shall have been no material adverse
        change in the Condition of the Company. For purposes of this Agreement,
“Default”
shall
        mean a default or failure in the due observance or performance of any covenant,
        condition or agreement on the part of a party to be observed or performed
        under
        the terms of the Merger Documents, if such default or failure in performance
        shall remain un-remedied for five (5) days. Furthermore, for purposes of
        this
        Agreement, “Event
        of Default”
shall
        mean (i) the failure to pay any Indebtedness for Borrowed Money, or any interest
        or premium thereon, within five (5) days after the same shall become due,
        whether such Indebtedness shall become due by scheduled maturity, by required
        prepayment, by acceleration, by demand or otherwise, (ii) an event of default
        under any agreement or instrument evidencing or securing or relating to any
        such
        Indebtedness or (iii) the failure to perform or observe any material term,
        covenant, agreement or condition on its part to be performed or observed
        under
        any agreement or instrument evidencing or securing or relating to any such
        Indebtedness when such term, covenant or agreement is required to be performed
        or observed.

       

      
        
           

        

        
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      (d) No
        action
        or proceeding before any court, governmental body or agency shall have been
        threatened, asserted or instituted to restrain or prohibit, or to obtain
        substantial damages in respect of, the Merger Documents or the carrying out
        of
        the transactions contemplated by the Merger Documents.

       

      (e) Parent
        and Acquisition Corp. shall have received the following:

       

      (i) copies
        of
        resolutions of the Board of Directors and CAN, certified by the Secretary
        of the
        Company, authorizing and approving the execution, delivery and performance
        of
        the Merger Documents and all other documents and instruments to be delivered
        pursuant thereto;

       

      (ii) a
        certificate of incumbency executed by the Secretary of the Company certifying
        the names, titles and signatures of the officers authorized to execute any
        documents referred to in this Agreement and further certifying that the
        Certificate of Incorporation and By-laws of the Company delivered to Parent
        and
        Acquisition Corp. at the time of the execution of this Agreement have been
        validly adopted and have not been amended or modified;

       

      (iii) a
        certificate, dated the Closing Date, executed by the President and Chief
        Executive Officer of the Company certifying that the undersigned officers
        have
        no knowledge of any plan to issue any securities of the Company, and the
        Company
        has not entered into any agreement, written or oral, to issue any securities
        of
        the Company except as described in the Disclosures or this
        Agreement;

       

      (iv) evidence
        as of a recent date of the good standing and corporate existence of the Company
        issued by the Secretary of State of the State of Delaware and evidence that
        the
        Company is qualified to transact business as a foreign corporation and is
        in
        good standing in each state of the United States and in each other jurisdiction
        where the character of the property owned or leased by it or the nature of
        its
        activities makes such qualification necessary; 

       

      (v) letter
        of
        resignation from Michael Mathews as a director of the Company; and

       

      (vi) such
        additional supporting documentation and other information with respect to
        the
        transactions contemplated hereby as Parent and Acquisition Corp. may reasonably
        request.

       

      (f) All
        corporate and other proceedings and actions taken in connection with the
        transactions contemplated hereby and all certificates, opinions, agreements,
        instruments and documents mentioned herein or incident to any such transactions
        shall be reasonably satisfactory in form and substance to Parent and Acquisition
        Corp. The Company shall furnish to Parent and Acquisition Corp. such supporting
        documentation and evidence of the satisfaction of any or all of the conditions
        precedent specified in this Section 7.01 as Parent or its counsel may reasonably
        request.

       

      
        
           

        

        
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      Section
        7.02 Conditions
        to the Company’s and CAN’s Obligations.
        The
        obligations of the Company and CAN under the Merger Documents are subject
        to the
        fulfillment, at or prior to the Closing, of the following conditions, any
        of
        which may be waived in whole or in part by the Company.

       

      (a) The
        representations and warranties of Parent and Acquisition Corp. under this
        Agreement shall be deemed to have been made again on the Closing Date and
        shall
        then be true and correct in all material respects.

       

      (b) Parent
        and Acquisition Corp. shall have performed and complied in all material respects
        with all agreements and conditions required by the Merger Documents to be
        performed or complied with by them on or before the Closing Date.

       

      (c) There
        shall not exist on the Closing Date any Default or Event of Default or any
        event
        or condition that, with the giving of notice or lapse of time or both, would
        constitute a Default or Event of Default and, since the Parent Balance Sheet
        Date, there shall have been no material adverse change in the Condition of
        the
        Parent.

       

      (d) The
        Company and CAN shall have received the following:

       

      (i) copies
        of
        resolutions of Parent’s and Acquisition Corp.’s respective boards of directors
        and the sole stockholder of Acquisition Corp., certified by their respective
        Secretaries, authorizing and approving, to the extent applicable, the execution,
        delivery and performance of the Merger Documents and all other documents
        and
        instruments to be delivered by them pursuant thereto;

       

      (ii) a
        certificate of incumbency executed by the respective Secretaries of Parent
        and
        Acquisition Corp. certifying the names, titles and signatures of the officers
        authorized to execute the documents referred to in this Agreement and further
        certifying that the Certificates or Articles of Incorporation and By-laws
        of
        Parent and Acquisition Corp. appended thereto have not been amended or
        modified.

       

      (iii) a
        certificate, dated the Closing Date, executed by the President and Chief
        Financial Officer of each of the Parent and Acquisition Corp., certifying
        that
        (A) except for the filing of the Certificate of Merger, all consents,
        authorizations, orders and approvals of, and filings and registrations with,
        any
        court, governmental body or instrumentality that are required for the execution
        and delivery of the Merger Documents and the consummation of the Merger shall
        have been duly made or obtained, and all material consents by third parties
        required for the Merger have been obtained and (B) no action or proceeding
        before any court, governmental body or agency has been threatened, asserted
        or
        instituted to restrain or prohibit, or to obtain substantial damages in respect
        of, the Merger Documents or the carrying out of the transactions contemplated
        by
        any of the Merger Documents;

       

      
        
           

        

        
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      (iv) a
        certificate of Island Stock Transfer, Parent’s transfer agent and registrar,
        certifying, as of the business day prior to the Closing Date, a true and
        complete list of the names and addresses of the record owners of all of the
        outstanding shares of Parent Common Stock, together with the number of shares
        of
        Parent Common Stock held by each record owner and the total number of shares
        of
        Parent Common Stock then outstanding; 

       

      (v) the
        executed resignations of all directors and officers of Parent, with the director
        resignations to take effect at the Closing Date;

       

      (vi) evidence
        as of a recent date and within five (5) days of the Effective Date of the
        good
        standing and corporate existence of each of Parent and Acquisition Corp.
        issued
        by the Secretary of State of the State of Nevada and by the Secretary of
        State
        of the State of Delaware, respectively, and evidence that Parent and Acquisition
        Corp. are qualified to transact business as foreign corporations and are
        in good
        standing in each state of the United States and in each other jurisdiction
        where
        the character of the property owned or leased by them or the nature of their
        activities makes such qualification necessary; and

       

      (vii) an
        opinion from Noble International Investments, Inc. to the effect that the
        Merger
        is fair to CAN, and its stockholders, from a financial point of
        view.

       

      (viii) such
        additional supporting documentation and other information with respect to
        the
        transactions contemplated hereby as the Company may reasonably
        request.

       

      (e) All
        corporate and other proceedings and actions taken in connection with the
        transactions contemplated hereby and all certificates, opinions, agreements,
        instruments and documents mentioned herein or incident to any such transactions
        shall be satisfactory in form and substance to the Company. Parent and
        Acquisition Corp. shall furnish to the Company such supporting documentation
        and
        evidence of satisfaction of any or all of the conditions specified in this
        Section 7.02 as the Company may reasonably request.

       

      (f) No
        action
        or proceeding before any court, governmental body or agency shall have been
        threatened, asserted or instituted to restrain or prohibit, or to obtain
        substantial damages in respect of, the Merger Documents or the carrying out
        of
        the transactions contemplated by the Merger Documents.

       

      (g) Parent
        shall have accepted and assumed, and CAN and its subsidiaries shall have
        been
        released from, all of the obligations and liabilities of any nature of the
        Company or otherwise related to the business of the Company or the assets
        of the
        Company, whether fixed or unfixed, known or unknown, secured or unsecured,
        absolute, accrued, contingent or otherwise and whether due or to become due,
        except for any “earn-out” obligations incurred in connection with CAN’s initial
        acquisition of the business of the Company pursuant to that certain Agreement
        and Plan of Merger, dated as of January 4, 2008, among CAN, the Company,
        Options
        Newsletter, Inc. and Hagai Shechter.

       

      
        
           

        

        
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      ARTICLE
        VIII.
INDEMNIFICATION
        AND RELATED MATTERS

       

      Section
        8.01 Indemnification
        by Parent.
        Parent
        shall indemnify and hold harmless CAN and its officers, directors, agents,
        attorneys and employees, and each Person, if any, who controls or may control
        CAN within the meaning of the Securities Act, (the “CAN
        Indemnified Parties”),
        and
        shall reimburse the CAN Indemnified Parties for, any loss, liability, claim,
        damage, expense (including, but not limited to, costs of investigation and
        defense and reasonable attorneys’ fees) or diminution of value (collectively,
“Damages”)
        arising from or in connection with (a) any inaccuracy, in any material respect,
        in any of the representations and warranties of Parent and Acquisition Corp.
        in
        this Agreement or in any certificate delivered by Parent and Acquisition
        Corp.
        to CAN pursuant to this Agreement, or any actions, omissions or statements
        of
        fact inconsistent with any such representation or warranty, (b) any failure
        by
        Parent or Acquisition Corp. to perform or comply in any material respect
        with
        any covenant or agreement in this Agreement, (c) any claim for brokerage
        or
        finder’s fees or commissions or similar payments based upon any agreement or
        understanding alleged to have been made by any such party with Parent or
        Acquisition Corp. in connection with any of the transactions contemplated
        by
        this Agreement, (d) taxes attributable to any transaction or event occurring
        on
        or prior to the Closing, (e) any claim relating to or arising out of any
        liabilities reflected in the Parent or Company Financial Statement or with
        respect to accounting fees arising thereafter, (f) any litigation, action,
        claim, proceeding or investigation by any third party relating to or arising
        out
        of the business or operations of Parent, the Company or the Surviving
        Corporation, or the actions of Parent, the Company or the Surviving Corporation,
        whether before or after the Effective Time, or (g) any claim assumed by Parent
        in accordance with that certain Assignment and Assumption Agreement dated
        the
        date hereof by and among CAN and Parent.

       

      Section
        8.02 Indemnification
        by CAN.
        CAN
        shall indemnify and hold harmless Parent and the Surviving Corporation and
        their
        respective officers, directors, agents, attorneys and employees, and each
        Person, if any, who controls or may control Parent or the Surviving Corporation
        within the meaning of the Securities Act (the “Parent
        Indemnified Parties”),
        and
        shall reimburse the Parent Indemnified Parties for, any Damages arising from
        or
        in connection with (a) any inaccuracy, in any material respect, in any of
        the
        representations and warranties of CAN and the Company in this Agreement or
        in
        any certificate delivered by CAN or the Company to Parent pursuant to this
        Agreement, or any actions, omissions or statements of fact inconsistent with
        any
        such representation or warranty or (b) any failure by CAN or the Company
        to
        perform or comply in any material respect with any covenant or agreement
        in this
        Agreement.

       

      Section
        8.03 Survival.
        All
        representations, warranties, covenants and agreements of parties contained
        in
        this Agreement shall survive the Effective Time for a period of two years
        following the Effective Time (the “Claims
        Deadline”),
        provided,
        however,
        that
        any claim made pursuant to clause (g) of Section 8.01 may be made at any
        time
        even after the Claims Deadline.

       

      Section
        8.04 Notice
        of Claims.

       

      (a) If,
        at
        any time on or prior to the Claims Deadline, a party entitiled to
        indemnification hereunder (an “Indemnified
        Party”)
        shall
        assert a claim for indemnification under this Agreement, such Indemnified
        Party
        shall submit to to the indemifying party (the “Indemnifying
        Party”)
        a
        written claim in good faith signed by an authorized officer of the Company
        Indemnified Party, as applicable, stating (i) that the Indemnified Party
        incurred or reasonably believes it may incur Damages and the reasonable estimate
        of the amount of any such Damages; (ii) in reasonable detail, the facts alleged
        as the basis for such claim and the section or sections of this Agreement
        alleged as the basis or bases for the claim; and (iii) if the Damages have
        actually been incurred, the amount of such Damages.

       

      
        
           

        

        
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      (b) In
        the
        event that any action, suit or proceeding is brought against any Indemnified
        Party with respect to which an Indemnifying Party may have liability under
        this
        Article VIII, the Indemnifying Party shall have the right, at its cost and
        expense, to defend such action, suit or proceeding in the name and on behalf
        of
        the Indemnified Party; provided,
        however,
        that an
        Indemnified Party shall have the right to retain its own counsel, with fees
        and
        expenses paid by the Indemnifying Party, if representation of the Indemnified
        Party by counsel retained by the Indemnifying Party would be inappropriate
        because of actual or potential differing interests between the Idemnifying
        Party
        and the Indemnified Party. In connection with any action, suit or proceeding
        subject to Article VIII, each Indemnifying Party and each Indemnified Party
        agree to render to each other such assistance as may reasonably be required
        in
        order to ensure proper and adequate defense of such action, suit or proceeding.
        The Indemnifying Party shall not, without the prior written consent of the
        applicable Indemnified Party, which consent shall not be unreasonably withheld
        or delayed, settle or compromise any claim or demand if such settlement or
        compromise does not include an irrevocable and unconditional release of such
        Indemnified Party for any liability arising out of such claim or
        demand.

       

      ARTICLE
        IX.
TERMINATION
        PRIOR TO CLOSING

       

      Section
        9.01 Termination
        of Agreement.
        This
        Agreement may be terminated at any time prior to the Closing:

       

      (a) by
        the
        mutual written consent of CAN, the Company, Acquisition Corp. and
        Parent;

       

      (b) by
        the
        Company, if Parent or Acquisition Corp. (i) fails to perform in any material
        respect any of its agreements contained herein required to be performed by
        it on
        or prior to the Closing Date, or (ii) materially breach any of their
        representations, warranties or covenants contained herein, which failure
        or
        breach is not cured within thirty (30) days after the Company has notified
        Parent and Acquisition Corp. of its intent to terminate this Agreement pursuant
        to this paragraph (b);

       

      (c) by
        Parent
        and Acquisition Corp. if the Company or CAN (i) fails to perform in any material
        respect any of its agreements contained herein required to be performed by
        it on
        or prior to the Closing Date or (ii) materially breaches any of its
        representations, warranties or covenants contained herein, which failure
        or
        breach is not cured within thirty (30) days after Parent or Acquisition Corp.
        has notified the Company and CAN of its intent to terminate this Agreement
        pursuant to this paragraph (c);

       

      (d) by
        either
        the Company and CAN, on the one hand, or Parent and Acquisition Corp., on
        the
        other hand, if there shall be any order, writ, injunction or decree of any
        court
        or governmental or regulatory agency binding on Parent, Acquisition Corp.,
        CAN
        or the Company that prohibits or materially restrains any of them from
        consummating the transactions contemplated hereby, provided that the parties
        hereto shall have used their best efforts to have any such order, writ,
        injunction or decree lifted and the same shall not have been lifted within
        ninety (90) days after entry by any such court or governmental or regulatory
        agency; or

       

      
        
           

        

        
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      (e) by
        either
        the Company or CAN, on the one hand, or Parent and Acquisition Corp., on
        the
        other hand, if the Closing has not occurred on or prior to July 31, 2008
        for any
        reason other than delay or nonperformance of the party seeking such
        termination.

       

      Section
        9.02 Termination
        of Obligations.
        Termination of this Agreement pursuant to this Article IX shall terminate
        all
        obligations of the parties hereunder, except for the obligations under Sections
        6.1, 10.03 and 10.11; provided,
        however,
        that
        termination pursuant to paragraphs (b) or (c) of Section 9.01 shall not relieve
        the defaulting or breaching party or parties from any liability to the other
        parties hereto.

       

      ARTICLE
        X.
MISCELLANEOUS

       

      Section
        10.01 Notices.
        Any
        notice, request or other communication hereunder shall be given in writing
        and
        shall be served either personally, by overnight delivery or delivered by
        mail,
        certified return receipt and addressed to the following addresses:

       

      
        	
              	(a)	
                If
                  to Parent or Acquisition Corp.:

              


      

       

      Options
        Media Group Holdings, Inc.

      9457
        215A
        Street

      Langley,
        British Columbia V1M 2A5

      Canada

      Attention:
        David Harapiak

      


      With
        a
        copy to:

       

      Cane
        Clark LLP

      3273
        East
        Warm Springs Road

      Las
        Vegas, Nevada 89120

      Attention:
        Kyleen E. Cane, Esq.

      .

      
        	
              	(b)	
                If
                  to the Company: 

              


      

       

      Options
        Acquisition Sub, Inc.

      240
        Old
        Federal Highway

      Suite
        100

      Hallandale,
        Florida 33009

      Attention:
        Scott Frohman

       

      
        
           

        

        
          -
            33
            -

          
            

          

        

        
           

        

      

       

      
        	
              	(c)	
                If
                  to CAN: 

              


      

       

      Customer
        Acquisition Network Holdings, Inc.

      200
        Park
        Avenue South

      Suite
        908-909

      New
        York,
        New York 10003

      Attention:
        Michael Mathews

      


      With
        a
        copy to:

      


      Haynes
        and Boone, LLP

      153
        East
        53rd Street

      Suite
        4900

      New
        York,
        New York 10022

      Attention:
        Harvey J. Kesner, Esq

       

      Notices
        shall be deemed received at the earlier of actual receipt or three (3) business
        days following mailing. Counsel for a party (or any authorized representative)
        shall have authority to accept delivery of any notice on behalf of such
        party.

       

      Section
        10.02 Entire
        Agreement.
        This
        Agreement, including the schedules and exhibits attached hereto and other
        documents referred to herein, contains the entire understanding of the parties
        hereto with respect to the subject matter hereof. This Agreement supersedes
        all
        prior agreements and undertakings between the parties with respect to such
        subject matter.

       

      Section
        10.03 Expenses.
        Each
        party shall bear and pay all of the legal, accounting and other expenses
        incurred by it in connection with the transactions contemplated by this
        Agreement.

       

      Section
        10.04 Time.
        Time is
        of the essence in the performance of the parties’ respective obligations herein
        contained.

       

      Section
        10.05 Severability.
        Any
        provision of this Agreement that is prohibited or unenforceable in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such prohibition or unenforceability without invalidating the remaining
        provisions hereof, and any such prohibition or unenforceability in any
        jurisdiction shall not invalidate or render unenforceable such provision
        in any
        other jurisdiction.

       

      Section
        10.06 Successors
        and Assigns.
        This
        Agreement shall be binding upon and inure to the benefit of the parties hereto
        and their respective successors, assigns and heirs; provided, however, that
        neither party shall directly or indirectly transfer or assign any of its
        rights
        hereunder in whole or in part without the written consent of the others,
        which
        may be withheld in its sole discretion, and any such transfer or assignment
        without said consent shall be void.

       

      Section
        10.07 No
        Third Parties Benefited.
        This
        Agreement is made and entered into for the sole protection and benefit of
        the
        parties hereto, their successors, assigns and heirs, and no other Person
        shall
        have any right or action under this Agreement.

       

      Section
        10.08 Counterparts.
        This
        Agreement may be executed in one or more counterparts, with the same effect
        as
        if all parties had signed the same document. Each such counterpart shall
        be an
        original, but all such counterparts together shall constitute a single
        agreement.

       

      
        
           

        

        
          -
            34
            -

          
            

          

        

        
           

        

      


      Section
        10.09 Recitals,
        Schedules and Exhibits.
        The
        Recitals, Schedules and Exhibits to this Agreement are incorporated herein
        and,
        by this reference, made a part hereof as if fully set forth herein.

       

      Section
        10.10 Section
        Headings and Gender.
        The
        Section headings used herein are inserted for reference purposes only and
        shall
        not in any way affect the meaning or interpretation of this Agreement. All
        personal pronouns used in this Agreement shall include the other genders,
        whether used in the masculine, feminine or neuter gender, and the singular
        shall
        include the plural, and vice versa, whenever and as often as may be
        appropriate.

       

      Section
        10.11 Governing
        Law.
        This
        Agreement shall be governed by and construed and enforced in accordance with
        the
        internal laws of the State of New York without regard to principles of conflicts
        of laws, except that the applicable terms of Section 1 shall be governed
        by the
        DGCL.

       

      [Signature
        Page Follows]


      
        
           

        

        
          -
            35
            -

          
            

          

        

        
           

        

      

       

      IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement to be binding
        and effective as of the day and year first above written.

       

      
        	 	
                PARENT:

              
	 	
                OPTIONS
                  MEDIA GROUP HOLDINGS, INC.

              
	 	 
	 	
                By:

              	
                    
                  /s/ David Harapiak

              
	 	 	
                Name:
                  David Harapiak

              
	 	 	
                Title:
                  President and Chief Executive Officer

              
	 	 
	 	
                ACQUISITION
                  CORP:

              
	 	
                OPTIONS
                  ACQUISITION CORP.

              
	 	 
	 	 
	 	
                By: 

              	
                    
                  /s/ David Harapiak

              
	 	 	
                Name:
                  David Harapiak

              
	 	 	
                Title:
                  Chief Executive Officer

              
	 	 
	 	
                CAN:

              
	 	
                CUSTOMER
                  ACQUSITION NETWORK

                HOLDINGS,
                  INC.

              
	 	 
	 	
                By:
                  

              	
                    
                  /s/ Michael D. Mathews

              
	 	 	
                Name:
                  Michael Mathews

              
	 	 	
                Title:
                  Chief Executive Officer

              
	 	 
	 	
                THE
                  COMPANY:

              
	 	
                OPTIONS
                  ACQUISITION SUB, INC.

              
	 	 
	 	
                By:

              	
                    
                  /s/ Scott Frohman

              
	 	 	
                Name:
                  Scott Frohman

              
	 	 	
                Title:
                  Chief Executive Officer

              


      

      


      [SIGNATURE
        PAGE TO AGREEMENT OF MERGER AND PLAN OF REORGANIZATION]