ex10-1.htm


    Exhibit 10.1

    AGREEMENT
AND PLAN OF MERGER

    


         This
Agreement and Plan of Merger (the “Plan”) is adopted as
of July 1, 2008, by and between PACIFIC ASIA PETROLEUM, INC., a Delaware
corporation (“PFAP”), and NAVITAS
CORPORATION, a Nevada corporation (“Navitas”).

    


         WHEREAS,
PFAP is a corporation duly organized and existing under the laws of the State of
Delaware;

    


         WHEREAS,
Navitas is a corporation duly organized and existing under the laws of the State
of Nevada;

    


         WHEREAS,
on the date hereof, PFAP has authority to issue 350,000,000 shares of capital
stock consisting of 300,000,000 shares of common stock, $0.001 par value per
share (“PFAP Common
Stock”), of which 40,006,983 shares of common stock are issued and
outstanding, and 50,000,000 shares of preferred stock, $0.001 par value per
share, none of which shares of preferred stock are issued and
outstanding;

    


         WHEREAS,
after giving effect to the merger, PFAP will acquire a net of 29,995 shares of
PFAP Common Stock;

    


         WHEREAS,
the respective Boards of Directors of Navitas and PFAP have determined that it
is advisable and in the best interests of each such corporation and their
respective stockholders that Navitas merge with and into PFAP upon the terms and
conditions herein provided;

    


         WHEREAS,
the respective Boards of Directors of Navitas and PFAP have approved this Plan;
and

    


         WHEREAS,
the stockholders of Navitas have approved this Plan and stockholder approval is
not required for PFAP pursuant to Sections 252(c) and 251(f) of the Delaware
General Corporation Law (“DGCL”).

    


         NOW,
THEREFORE, in consideration of the mutual agreements and covenants set forth
herein, PFAP and Navitas hereby agree to merge as follows:

    


         1. Merger. Subject to
the terms and conditions hereinafter set forth, Navitas shall be merged with and
into PFAP, with PFAP to be the surviving corporation in the merger (the “Merger”). The Merger
shall be effective on the later of the date and time (the “Effective Time”) that
a properly executed certificate of merger consistent with the terms of this Plan
and Section 252 of the DGCL is filed and effective with the Secretary of
State of Delaware and articles of merger are filed and effective with the
Secretary of the State of Nevada as required by Section 92A.200 of the
Nevada Revised Statutes (the “NRS”).   Upon
release of the shares from escrow as described in Section 8 of this Plan, PFAP
shall enter into and deliver or cause to be delivered to each Investor a
Registration Rights Agreement relating to the shares of PFAP Common Stock to be
received in the


    
      
         


      

      
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    Merger, in substantially the form
attached hereto as Exhibit
A and dated as of the date
of release of such shares from escrow.

     

      2. Principal Office of
PFAP. The address of the principal office and mailing address of PFAP is
250 East Hartsdale Ave., Suite 47, Hartsdale, New York 10530.


         3. Corporate Documents.
The Certificate of Incorporation of PFAP, as in effect immediately prior to the
Effective Time, shall continue to be the Certificate of Incorporation of PFAP as
the surviving corporation without change or amendment until further amended in
accordance with the provisions thereof and applicable law. The Bylaws of PFAP,
as in effect immediately prior to the Effective Time, shall continue to be the
Bylaws of PFAP as the surviving corporation without change or amendment until
further amended in accordance with the provisions thereof and applicable
law.

    


         4. Directors and
Officers. The directors and officers of PFAP at the Effective Time shall
continue to be directors and officers, holding the same titles and positions, of
PFAP at the Effective Time, and after the Effective Time shall serve in
accordance with the Bylaws of PFAP.

    


         5. Succession. At the
Effective Time, PFAP shall succeed to Navitas in the manner of and as more fully
set forth in Section 259 of the DGCL and in Section 92A.250 of the
NRS.

    


         6. Further
Assurances.  Each Party agrees to use its reasonable efforts to
take all actions, and to do all things necessary, proper, or advisable
under applicable laws to consummate and make effective, as soon as
reasonably practicable after the date of this Plan, the transactions
contemplated by this Plan.  From time to time, as and when required by
PFAP or by its successors and assigns, there shall be executed and delivered on
behalf of Navitas such deeds and other instruments, and there shall be taken or
caused to be taken by it such further and other action, as shall be appropriate
or necessary in order to vest or perfect in or to confer of record or otherwise
PFAP in the title to and possession of all the interests, assets, rights,
privileges, immunities, powers, franchises and authority of Navitas, and
otherwise to carry out the purposes and intent of this Plan, and the officers
and directors of PFAP are fully authorized in the name and on behalf of Navitas
or otherwise to take any and all such actions and to execute and deliver any and
all such deeds and other instruments.

    


         7. Common Stock of PFAP.
At the Effective Time, by virtue of the Merger and without any action on the
part of the holder thereof, each share of common stock, $0.0001 par value per
share (“Navitas Common
Stock”) outstanding immediately prior thereto shall be changed and
converted automatically into 0.2045455 fully paid and non-assessable shares of
PFAP Common Stock, rounded up to the next whole share.

    


         8. Stock Certificates.
At and after the Effective Time, all of the outstanding certificates which prior
to that time represented shares of Navitas Common Stock shall be deemed for all
purposes to evidence ownership of and to represent shares of PFAP Common Stock
into which the shares of the Navitas Common Stock represented by
such


    
      
         


      

      
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    certificates
have been converted as herein provided. The registered owner on the books and
records of Navitas or its transfer agent of any such outstanding stock
certificate shall, until such certificate shall have been surrendered for
transfer or otherwise accounted for to PFAP or its transfer agent, have and be
entitled to exercise any voting and other rights with respect to and to receive
any dividend and other distributions upon the shares of Navitas Common Stock
evidenced by such outstanding certificate as above provided. Certificates for
shares of PFAP Common Stock into which the shares of the Navitas Common Stock
have been converted as herein provided will be held in escrow by PFAP until (i)
Navitas or its authorized representatives files final tax returns and completes
a final accounting review for the period ending on the date of the filing
of the certificates of merger with the Secretaries of State of Nevada and
Delaware pursuant to Section 1 (the “Closing Date”), and (ii) Navitas provides
copies of its final tax returns, books and records, and final financial
statements  to PFAP.

    


         9. 
PFAP Common Stock Held
by Navitas.  At the Effective Time, the previously
outstanding 480,000 shares of PFAP Common Stock registered in the name of
Navitas shall, by reason of the Merger, be reacquired by PFAP, and shall resume
the status of authorized and unissued shares of PFAP Common Stock.

    


         10.  Representations of
Navitas.

    


    10.1 Organization, Good Standing
and Qualification.  Navitas is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada and
has all requisite corporate power and authority to own and operate its
properties and to carry on its business as now conducted and as proposed to be
conducted.  Navitas is duly qualified to transact business and is in
good standing in each jurisdiction in which the failure to so qualify,
individually or in the aggregate, would have a material adverse effect on its
business, financial condition or prospects as a whole (“Material Adverse
Effect”).

     

    10.2 Capitalization and Voting
Rights.  The authorized capital stock of Navitas consists of
the following:

     

    (a) Preferred
Stock.  20,000,000 shares of preferred stock, par value $0.0001
(the “Preferred
Stock”), none of which are issued and outstanding.

     

    (b) Common
Stock.  80,000,000 shares of Navitas Common Stock, of which
2,200,000 shares are issued and outstanding.

     

        (c) Other
Rights.  There are not any outstanding options, warrants,
rights (including purchase, conversion or preemptive rights), calls,
commitments, subscription rights, exchange rights, profit participation, or
other agreements for the purchase or acquisition from Navitas, or similar rights
to acquire from Navitas or similar obligations of Navitas to issue, any shares
of its capital stock.

     

    10.3 Valid
Issuance.  The outstanding shares of Navitas Common Stock were
duly and validly authorized and issued, fully paid and nonassessable, and
were

     


    
      
         


      

      
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    issued in
accordance with the registration or qualification provisions of the Securities
Act of 1933, as amended (the “Securities Act”) and
any relevant state securities laws or pursuant to valid exemptions
therefrom.

     

    10.4 Subsidiaries.   Navitas
does not presently own or control, directly or indirectly, any interest in any
other corporation, association, or other business entity, and is not a
participant in any joint venture, partnership, or similar
arrangement.

     

    10.5 Authorization.  Navitas
has all requisite power and authority to execute, deliver and perform this
Plan.  All corporate action on the part of Navitas and its officers,
directors and stockholders necessary for the authorization, execution and
delivery of this Plan and the performance of all obligations of Navitas
hereunder.  This Plan has been duly executed and delivered by Navitas,
and assuming it has been duly executed and delivered by PFAP, constitutes a
valid and legally binding obligation of Navitas, enforceable against Navitas in
accordance with its terms, except (a) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, and (b) as limited by laws
relating to the availability of specific performance, injunctive relief or other
equitable remedies.

     

    10.6 Governmental and Third Party
Consents; Compliance with Laws and Court Orders.  Other than as
contemplated by Sections 1 and 17 of this Plan, no consent, approval, order or
authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state or local governmental authority or any third
party on the part of Navitas is required in connection with the consummation of
the transactions contemplated by this Plan, except qualification or filings
under applicable securities laws as may be required in connection with the
transactions contemplated by this Plan.  Navitas is not in violation
of any provisions of any laws, statutes, ordinances, regulations, administrative
interpretations, judgments, injunctions, orders, policies or decrees of any
court or governmental or administrative authority that are applicable to Navitas
or its assets.

     

    10.7 Litigation.  There
is no action, suit, proceeding, arbitration, complaint, charge or investigation
pending or, to Navitas’s knowledge, currently threatened against Navitas that
questions the validity of this Plan or the right of Navitas to enter into such
agreement, or to consummate the transactions contemplated
hereby.  Neither Navitas, nor to Navitas’s knowledge, any of its
officers or directors, is a party or subject to the provisions of any order,
writ, injunction, judgment or decree of any court or government agency or
instrumentality.  There is no action, suit, proceeding or
investigation by Navitas currently pending.

     

    10.8 Intellectual
Property. There is no trademark, copyright, service mark, trade name,
patent or trade secret, not currently owned or licensed to Navitas that are
necessary for the operation of the business of Navitas as presently conducted,
and, to Navitas’s knowledge, none of Navitas’s owned or licensed trademarks,
copyrights, service marks, trade names, patents or trade secrets conflict with
or infringe the rights of

     


    
      
         


      

      
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    others.  Navitas’s
has no registered copyrights, registered trademarks, patents or patent
applications owned by, or under license to, Navitas (“Company IP
Rights”).

     

    10.9 Compliance with Other
Instruments.  Navitas is not in violation or default of any
provision of the Certificate or its Bylaws, or of any instrument, judgment,
order, writ, decree or contract to which it is a party or by which it is bound,
or of any provision of any federal or state statute, rule or regulation
applicable to it.  The execution, delivery and performance of this
Plan and the consummation of the transactions contemplated hereby will not
result in any such violation or be in conflict with or constitute, with or
without the passage of time and giving of notice, either a material default
under any such instrument, judgment, order, writ, decree or contract, or an
event that results in the creation of any lien upon any assets of Navitas, or
the suspension, revocation, impairment, forfeiture or nonrenewal of any material
permit, license, authorization or approval applicable to Navitas, its business,
operations, assets or properties.

     

    10.10 Permits.  Navitas
has all franchises, permits, licenses and any similar authority necessary for
the conduct of each its business as now being conducted by it.

     

    10.11 Employees.  Navitas
does not have any employees, other than Adam McAfee.

     

    10.12 Tax Returns, Payments and
Elections.  Navitas has timely filed, or timely filed for an
extension which extension has not lapsed, all tax returns required to be filed
by it, each such tax return has been prepared in compliance with all applicable
laws and regulations, and all such tax returns are true and accurate in all
respects.  All taxes due and payable by Navitas have been
paid.  No claim has ever been made by a taxing authority in a
jurisdiction where Navitas does not pay taxes or file tax returns that Navitas
is, or may be subject to, taxes assessed by such jurisdiction.  There
are no liens for taxes (other than current taxes not yet due and payable) on the
assets of Navitas.  

     

    10.13 Agreements.  Other
than the transactions contemplated by this Plan, there are no material
agreements, understandings or proposed transactions between Navitas and any of
its officers, directors, affiliates, or any affiliate thereof.  Except
for this Plan, there are no agreements, understandings,  instruments,
contracts or proposed transactions to which Navitas is a party or by which it is
bound that involve obligations (contingent or otherwise) of, or payments to,
Navitas.

     

    10.14 Title to Property and
Assets.  Navitas owns its property and assets free and clear of
all mortgages, deeds of trust, liens, loans and encumbrances, except for
statutory liens for the payment of current taxes that are not yet delinquent and
encumbrances and liens that arise in the ordinary course of business and do not
materially impair Navitas’s ownership or use of such property or
assets.  As of the Effective Date, Navitas’s sole asset shall be
480,000 shares of PFAP Common Stock and deferred tax assets.

     


    
      
         


      

      
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    10.15 Financial
Statements.  The financial statements of Navitas comply in all
material respects with applicable accounting requirements and the rules and
regulations of the Securities and Exchange Commission with respect
thereto.  Such financial statements have been prepared in accordance
with United States generally accepted accounting principles applied on a
consistent basis during the periods involved (“GAAP”), except as may
be otherwise specified in such financial statements or the notes thereto and
except that unaudited financial statements may not contain all footnotes
required by GAAP, and fairly present in all material respects the financial
position of Navitas, as of and for the dates thereof and the results of
operations and cash flows for the periods then ended, subject, in the case of
unaudited statements, to normal, immaterial, year-end audit
adjustments.  Navitas has no material liabilities, contingent or
otherwise not reflected in its financial statements that are required under GAAP
to be reflected in financial statements.

     

    10.16 Employee Benefit
Plans.  Navitas does not maintain, contribute to, participate
in, or sponsor any employee benefit plans that are subject to the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”).  Navitas
is not a party to or bound by any currently effective employment contract,
deferred compensation agreement, bonus plan, incentive plan, profit sharing
plan, severance, retirement agreement, or other employee compensation
agreement.

     

    10.17 Books and
Records.  The Certificate and Bylaws of Navitas are in the form
provided to counsel for PFAP.  The copy of the minute books of Navitas
provided to PFAP’s counsel contains minutes of all meetings of directors and
stockholders and all actions by written consent without a meeting by the
directors and stockholders since the date of incorporation and reflects all
actions by the directors (and any committee of directors) and stockholders with
respect to all transactions referred to in such minutes accurately in all
material respects.

     

    10.18   No
Brokers.  No brokerage or finder’s fees or commissions are or
will be payable by Navitas to any broker, financial advisor or financial
consultant, finder, placement agent, investment banker or bank with respect to
the transactions contemplated by this Plan.

     

         11. Amendment. The Boards
of Directors of PFAP and Navitas may amend this Plan at any time prior to the
Merger, provided that an amendment made subsequent to the adoption of the Plan
by the stockholders of Navitas shall not (i) alter or change the amount or
kind of shares, securities, cash, property and/or rights to be received in
exchange for the Navitas Common Stock, (ii) alter or change any term of the
Certificate of Incorporation of PFAP, as the surviving corporation to the Merger
if such alteration or change would adversely affect the holders of Navitas
Common Stock in a manner different from the affect on the holders of PFAP Common
Stock, or (iii) alter or change any of the terms and conditions of the Plan
if such alteration or change would adversely affect the holders of Navitas
Common Stock.

    


         12. Abandonment. At any
time before the Effective Time, this Plan may be terminated and the Merger
contemplated hereby may be abandoned by the Board of Directors
of


    
      
         


      

      
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    either
PFAP or Navitas or both, notwithstanding approval of this Plan by the
stockholders of Navitas.

    


         13. Rights and Duties of
Navitas. At the Effective Time and for all purposes the separate
existence of Navitas shall cease and shall be merged with and into PFAP which,
as the surviving corporation, shall thereupon and thereafter possess all the
rights, privileges, immunities, licenses and franchises (whether of a public or
private nature) of Navitas; and all property (real, personal and mixed), all
debts due on whatever account, all choses in action, and all and every other
interest of or belonging to or due to Navitas shall continue and be taken and
deemed to be transferred to and vested in PFAP without further act or deed; and
the title to any real estate, or any interest therein, vested in Navitas shall
not revert or be in any way impaired by reason of such Merger; and, except as
otherwise provided under this Plan, PFAP shall thenceforth be responsible and
liable for all the liabilities and obligations of Navitas; and, to the extent
permitted by law, any claim existing, or action or proceeding pending, by or
against Navitas may be prosecuted as if the Merger had not taken place, or PFAP
may be substituted in the place of such corporation. Neither the rights of
creditors nor any liens upon the property of Navitas shall be impaired by the
Merger. If at any time PFAP shall consider or be advised that any further
assignment or assurances in law or any other actions are necessary or desirable
to vest the title of any property or rights of  Navitas in PFAP
according to the terms hereof, the officers and directors of PFAP are empowered
to execute and make all such proper assignments and assurances and do any and
all other things necessary or proper to vest title to such property or other
rights in PFAP, and otherwise to carry out the purposes of this
Plan.

    


         14. Consent to Service of
Process. PFAP hereby agrees that it may be served with process in the
State of Nevada in any proceeding for enforcement of any obligation of Navitas,
as well as for enforcement of any obligation of PFAP arising from the Merger.
PFAP hereby irrevocably appoints the Secretary of State of the State of Nevada
and the successors of such officer its attorney in the State of Nevada upon whom
may be served any notice, process or pleading in any action or proceeding
against it to enforce against PFAP any obligation of Navitas. In the event of
such service upon the Secretary of State of the State of Nevada or the
successors of such officer, such service shall be mailed to the principal office
of PFAP at 250 East Hartsdale Ave., Suite 47, Hartsdale, New
York 10530.

    


       15.  Conduct of Business Pending
Consummation. From the date of this Plan until the earlier of the
Effective Time or the termination of this Plan, unless the prior written
consent of PFAP shall have been obtained, Navitas covenants and agrees that it
will not do or agree or commit to do any of the
following: (a) amend its Articles of Incorporation or Bylaws; (b)
incur any indebtedness for borrowed money, assume, guarantee, endorse or
otherwise as an accommodation become responsible for the obligations of any
other person or entity, or impose, or suffer the imposition, on any asset of
Navitas of any lien or permit any such lien to exist; (c) repurchase,
redeem, or otherwise acquire any shares, or any securities convertible into any
shares, of the capital stock of Navitas, or declare or pay any dividend or
make any other distribution in respect of Navitas stock; (d)
issue,


    
      
         


      

      
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    sell,
pledge, encumber, authorize the issuance of, any additional shares of
Navitas stock or any other equity right; (e) adjust, split, combine or
reclassify any capital stock of Navitas, or sell, lease, mortgage or
otherwise dispose of or otherwise encumber any asset; (f) purchase any
securities or assets of any person or entity or otherwise acquire direct or
indirect control over any person or entity; (g) grant any increase in
compensation or benefits to the employees or officers of Navitas, or hire
any employees; (h) make any significant change in any tax or accounting
methods or systems of internal accounting controls, except as may be appropriate
to conform to changes in tax laws or GAAP as concurred to by PFAP's
independent auditors; or (k) commence any litigation.

    


        16.   Adverse Changes in
Condition.  Each part agrees to give written notice promptly to
the other party upon becoming aware of the occurrence or impending occurrence of
any event or circumstance relating to it or any of its subsidiaries which
(i) is reasonably likely to have, individually or in the aggregate, a
material adverse effect on the business, financial condition or assets of
Navitasor PFAP, as applicable, or (ii) would cause or constitute a material
breach of any of its representations, warranties, or covenants contained
herein, and to use its reasonable efforts to prevent or promptly to remedy
the same.

    


       17.   Stockholder
Approval.  Navitas shall solicit written consents in lieu
of a Stockholders’ Meeting as soon as reasonably practicable for the purpose of
obtaining approval of this Plan and such other related matters as it deems
appropriate. In connection with such solicitation, (i) the Board of
Directors of Navitas shall recommend to its stockholders the approval of
the matters submitted for approval, and (ii) the Board of Directors and
officers of Navitas shall use its reasonable best efforts to obtain such
stockholders’ approval.

    


        18. Expenses.   Navitas
LLC shall pay, or cause to be paid, to PFAP the amount of $25,000 on or before
the Closing Date as a non-accountable fees and expense reimbursement to cover
PFAP’s transactional, legal and accounting fees and expenses incurred in
connection with the Merger.  Navitas will bear all of its own fees and
expenses incurred in connection with the Merger..

    


        19.   Confidentiality.  Neither
party will issue any statement or communication to the public or press regarding
the proposed Merger without the prior written consent of the other party;
provided, however, that PFAP may make appropriate disclosures to third party
advisors, potential investors, regulatory authorities, and as otherwise required
by law or the rules of any securities exchange which may be applicable without
the prior written consent of Navitas, including, but not limited to, disclosure
of the entry into this Plan in PFAP’s securities filings and investor
presentations.  If negotiations are terminated by either party, the
proposed terms of the Merger and all Merger-related discussions will be kept
confidential and will not be disclosed to any person.

     

       20.    Taxes.  Each
of the parties undertakes and agrees to use its reasonable efforts to cause
the Merger, and to take no action which would cause the Merger not, to
qualify for treatment as a “reorganization” within the meaning of Section
368(a) of the Internal Revenue Code for federal income tax
purposes.


    
      
         


      

      
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       21.   Governing
Law.  This Plan shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to any
applicable conflicts of laws.

     

      22.    Indemnity.  All
representations and warranties of Navitas in this Plan will survive the
execution and delivery of this Plan and the effective date of the Merger (the
“Effective Date”) and will expire on the eighteen month anniversary of the
Effective Date, except for Navitas’ representations and warranties set forth in
Section 10.12 above (“Tax Returns, Payments and
Elections”), which shall survive the execution and delivery of this Plan
and the Effective Date of the Merger and will expire on such date(s) that the
relevant taxing authorities’ ability to audit such tax returns and/or applicable
statutes of limitations expire with respect to any claims that may arise as a
result of any breach of such representations and warranties (the “Audit
Period”).  Navitas LLC, a limited liability company whose
members are the stockholders of Navitas, hereby indemnifies, protects, defends
(at PFAP’s request), releases and holds harmless PFAP, its directors, officers,
employees, managers, representatives, agents, stockholders, controlling persons,
and affiliates from and against any and all losses, liabilities, claims, damages
and expenses (including reasonable costs of investigation and defense and
reasonable attorneys’ fees), whether or not involving a third-party claim,
brought before the second anniversary after the Effective Date (except with
respect to breaches of Section 10.12, which may be brought at any time during
the Audit Period), arising, directly or indirectly, out of, or resulting from or
incident to:

     

    (a)           any
breach or inaccuracy of any representation or warranty of Navitas set forth in
this Plan;

     

     

    (b)           any
breach of any covenant or other agreement made by Navitas in or pursuant to this
Plan;

     

     

    (c)           any
liability arising under or with respect to any and all Employee Plans, and any
liability with respect to any of Navitas’s employees, former employees or
service providers relating to acts or omissions which occurred on or prior to
the Effective Date;

     

     

    (d)           any
claim by any person or entity for brokerage or finder’s fees or commissions or
similar payments based on any agreement or understanding alleged to have been
made by such person or entity with Navitas (or any person or entity acting (or
purportedly acting) on behalf of any such person or entity) in connection with
the transactions contemplated by this Plan;

     

     

    (e)           any
claim, including taxes, arising in connection with any distributions made to
Navitas’s stockholders at any time prior to and including the Effective Date of
the Merger;

     

     

    (f)           any
claim arising in connection with any of Navitas’s business or operations prior
to and including the Effective Date of the Merger; or

     

    (g)           any
claim or indemnification obligation arising pursuant to that certain Deed and
Release, dated on or about August 8, 2006, by and among Airdex
International,

     


    
      
         


      

      
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    Inc.,
Lesweek Pty Ltd., Robdeb Pty Ltd., Casmon Marketing Services Pty Ltd.,
Technology Assets Group LLC, Airdex Acquisition, Inc., OPDC Acquisition LP,
Michael Petersen, Cagan McAfee Capital Partners LLC, American Institutional
Partners, and Crone Rozynko, LLP.

    


      23.           Closing Conditions and
Deliverables.  The closing of the Merger shall be subject to
the satisfaction, at or prior to the Closing Date, of each of the following
conditions:

    


    (a) Accuracy of
Representations.  All of the representations and warranties of
Navitas contained in Section 3 of this Plan must have been accurate in all
respects as of the Closing Date.

     

    (b) Navitas’ and PFAP’s
Performance.  All of the covenants and obligations that Navitas
and PFAP are required to perform or to comply with pursuant to this Agreement at
or prior to the Closing Date must have been duly performed and complied with in
all respects, and each document required to be delivered by each party pursuant
to any applicable provision of this Plan must have been delivered.

     

    (c) Officer’s
Certificate.  Navitas shall furnish PFAP with a certificate
dated the Closing Date signed on its behalf by an authorized officer to the
effect that the conditions set forth in Section 23(a) and (b) have been
satisfied with respect to Navitas.

     

    (d) Release.  Navitas
shall have received a fully executed release from each stockholder of Navitas in
the form attached hereto as Exhibit
B.

     

     

      24.           Legends.  Each
stock certificate representing the PFAP Common Stock shall bear any legend as
required by the “blue sky” laws of any state and a restrictive legend in
substantially the following form (and a stop-transfer order may be placed
against transfer of such stock certificates):

     

    THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO
RULE 144 OR RULE 144A UNDER SAID ACT.

     

    


     

    


    


    


    


    Signature
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         IN
WITNESS WHEREOF, this Agreement and Plan of Merger, having first been duly
approved by resolution of the Boards of Directors of PFAP and Navitas, has been
executed on behalf of each of said two corporations by their respective duly
authorized officers.

    
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              PACIFIC
      ASIA PETROLEUM, INC.

            	 
      	
              NAVITAS
      CORPORATION

            	 
      	 
      
	
              a
      Delaware corporation

            	 
      	
              a
      Nevada corporation

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              By:

            	 
      	
                /s/
      Frank C. Ingriselli   

            	 
      	
              By:

            	 
      	
                /s/
      Adam M. McAfee  

            	 
      	 
      
	
              Name:

            	 
      	
              Frank
      C. Ingriselli

            	 
      	
              Name:

            	 
      	
              Adam
      M. McAfee

            	 
      	 
      
	
              Title:

            	 
      	
              President
      and CEO

            	 
      	
              Title:

            	 
      	
              President

            	 
      	 
      


    

    


    Solely
For Purposes of Sections 18 and 22:

    


    NAVITAS
LLC

    a Nevada
limited liability company

    


    


    By:  /s/ Adam M.
McAfee

    Name:  Adam
M. McAfee

    Title:  Managing
Member

    


    Address:

    10600 N.
DeAnza Blvd, Ste 250

    Cupertino,
CA  95014

    


    Fax:
(408) 873 - 0550

    



    
      
         


      

      
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    Secretary
Certification

    


    The
Secretary of PFAP, the Surviving Corporation, by signing below, certifies that
the Plan of Merger has been adopted by the Board of Directors of PFAP, the
Surviving Corporation, pursuant to subsection 251(f) of the General Corporation
Law of Delaware and without any vote of its stockholders and that the following
conditions of said section have been satisfied:  (i) the Agreement and Plan
of Merger does not amend in any respect the Certificate of Incorporation of
PFAP; (ii) each share of stock of PFAP outstanding immediately prior to the
Effective Date of the Merger is to be an identical outstanding share of the
Surviving Corporation; (iii) the authorized unissued shares of common stock
of the Surviving Corporation to be issued under the Plan of Merger plus
shares convertible into such stock to be issued or delivered under the Plan
of Merger do not exceed 20% of the shares of common stock of PFAP outstanding
immediately prior to the Effective Date of the Merger.

    


    


    
      	
              PACIFIC
      ASIA PETROLEUM, INC.

            
	
              a
      Delaware corporation

            
	 
      	 
      	 
      
	
              By:
      /s/ Frank C. Ingriselli

            	 
      	
                   

            


    

    Frank C.
Ingriselli, Secretary


    
      
         


      

      
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