**Exhibit
      2.5**




**AGREEMENT
      AND PLAN OF MERGER**




THIS
      AGREEMENT AND PLAN OF MERGER (the “ Merger
      Agreement ”)
      is
      made and entered into by and between Cyberfund, Inc., an Oklahoma corporation
      (“ Cyberfund ”),
      and
      ROK Entertainment Group Inc., a Delaware corporation (“ ROK ”),
      being
      sometimes referred to herein individually as the “ Constituent
      Corporation ”
and
      collectively as the “ Constituent
      Corporations .”




**R
      E C I T A L S:**




A.  Cyberfund
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Colorado. Cyberfund has authorized capital consisting
      of
      101,000,000 shares, divided into 100,000,000 shares of common stock, par value
      $.001 per share, and 1,000,000 shares of preferred stock, par value $.001 per
      share. As of November 27, 2007 (said date being the record date for determining
      the stockholders of Cyberfund entitled to vote on the Merger Agreement),
      50,250,876 shares of the common stock were issued and outstanding. As of the
      date of the execution hereof, no shares of Cyberfund preferred stock were
      outstanding.




B.  ROK
      is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of the State of Delaware. ROK has authorized capital consisting of 101,000,000
      shares, divided into 100,000,000 shares of common stock, par value $.00l per
      share, and 1,000,000 shares of preferred stock, par value $.001 per share.
      As of
      the date of execution hereof, 1,000 shares of ROK common stock were issued
      and
      outstanding, all of which were held by Cyberfund. As of the date of execution
      hereof, no shares of ROK preferred stock were outstanding.




C.  The
      Board
      of Directors of Cyberfund have determined that, for the purpose of effecting
      the
      reincorporation of Cyberfund in the State of Delaware, it is advisable and
      in
      the best interest of Cyberfund that Cyberfund merge with and into ROK upon
      the
      terms and conditions set forth herein.




D.  The
      respective Boards of Directors of the Constituent Corporations have authorized
      and approved the merger of Cyberfund with and into ROK in accordance with the
      provisions of Sections 368(a) (1) (F) of the Internal Revenue Code of 1986,
      as
      amended (the “ Code ”),
      and
      Sections 18-1081 et seq. of the Oklahoma General Corporation Act (the
“ OGCA ”)
      and
      Sections 251 et seq. of the General Corporation Law of Delaware (the
“ DGCL ”),
      upon
      the terms and conditions set forth in this Merger Agreement (the “ Merger ”)
      and
      have approved this Merger Agreement and directed that it be executed by the
      undersigned officers.




E.  Holders
      of approximately 51% of the issued and outstanding common stock of Cyberfund
      approved the Merger and the Merger Agreement by consent in lieu of a special
      meeting. The sole stockholder of ROK also approved the Merger and the Merger
      Agreement by consent in lieu of a special meeting.




F.  It
      is the
      intention of the Constituent Corporations that the Merger shall be a tax-free
      reorganization pursuant to the applicable provisions of the Code.




NOW,
      THEREFORE, in consideration of the premises and the mutual covenants and
      agreements herein contained, and for the purpose of stating the terms and
      conditions of the Merger, the mode of effectuating the same, and such other
      details and provisions as are deemed desirable, the parties hereto have agreed,
      and do hereby agree, subject to the terms and conditions hereinafter set forth,
      as follows:




**ARTICLE** **ITERMS
      OF MERGER**




1.1  Merger .
      On the
      Effective Date of the Merger (as hereinafter defined), in accordance with the
      provisions of Sections 18-1081 et seq. of the OGCA, Sections 251 et seq. of
      the
      DGCL and Section 368(a) (1) (F) of the Code, Cyberfund shall be merged with
      and
      into ROK, which shall be sometimes referred to herein as the “ Surviving
      Corporation ,”
upon
      the terms and conditions set forth in the subsequent provisions of this Merger
      Agreement.





1.2  Approval
      of Stockholders .
      The
      stockholders of the Constituent Corporations have duly approved the Merger
      Agreement and the transactions contemplated herein.




1.3  Filings
      and Effectiveness .
      As soon
      as practicable following satisfaction of all requirements imposed by the OGCA,
      DGCL and federal securities laws, Cyberfund and ROK will cause (i) the Articles
      of Merger along with any other required document to be filed with the Office
      of
      the Secretary of State of Oklahoma pursuant to Sections 18-1081 et seq. of
      the
      OGCA and (ii) the Certificate of Merger along with any other required document
      to be filed with the Secretary of State of the State of Delaware pursuant to
      Sections 251 at seq. of the DGCL. The Merger shall become effective when the
      last to occur of the following actions shall have been completed:




(a)  An
      executed Certificate of Merger or an executed counterpart of this Merger
      Agreement meeting the requirements of the DGCL shall have been filed with the
      Secretary of State of the State of Delaware and said Secretary of State shall
      have issued a Certificate of Merger; and




(b)  An
      executed Articles of Merger or an executed counterpart of this Merger Agreement
      meeting the requirements of the OGCA shall have been accepted for recording
      by
      the secretary of State of the State of Oklahoma and said Secretary of State
      shall have issued a Certificate of Merger.




The
      date
      and time when the Merger shall become effective, as aforesaid, is herein called
      the “Effective Date of the Merger.”




1.4  Effect
      of Merger .
      ROK, as
      the Surviving Corporation in the Merger, will continue to be governed by the
      laws of the State of Delaware and the separate corporate existence of ROK and
      all of its rights, privileges, immunities and franchises, public or private,
      and
      all of its duties and liabilities as a corporation organized under the DGCL
      will
      continue unaffected and unimpaired by the Merger. At the close of business
      on
      the Effective Date of the Merger, the existence of Cyberfund as a distinct
      entity shall cease. At that time all rights, franchises and interests of ROK
      and
      Cyberfund, respectively, in and to every type of property, whether real,
      personal or mixed, and choices in action shall be transferred to and vested
      in
      ROK by virtue of the Merger without any deed or other transfer. ROK, without
      any
      order or other action on the part of any court or otherwise, shall possess
      all
      and singular the rights, privileges, powers and franchises, and shall be subject
      to all the restrictions, disabilities and duties of Cyberfund and ROK, and
      all
      property, whether real, personal or mixed, of Cyberfund and ROK, and all debts
      due to Cyberfund or ROK on whatever account, and all other things in action
      or
      belonging to each of said corporations, shall be vested in ROK. All property,
      rights, privileges, powers and franchises, and all and every other interest
      of
      Cyberfund or ROK as of the Effective Date of the Merger, including, but not
      limited to, all patents, trademarks, licenses, registrations, and all other
      intellectual properties, shall thereafter be the property of ROK to the same
      extent and effect as such was of the respective Constituent Corporations prior
      to the Effective Date of the Merger, and the title to any real estate vested
      by
      deed or otherwise in Cyberfund and ROK shall not revert or be in any way
      impaired by reason of the Merger; provided , however ,
      that
      all rights of creditors and all liens upon any property of Cyberfund or ROK
      shall thenceforth attach to ROK and may be enforced against it to the same
      extent as if said debts, liabilities, and duties had been incurred or contracted
      by ROK. Neither the rights of creditors nor any liens or security interests
      upon
      the property of either of the Constituent Corporations shall be impaired by
      the
      Merger. ROK shall carry on business with the assets of Cyberfund and ROK. The
      established offices and facilities of ROK and Cyberfund immediately prior to
      the
      Merger shall become the established offices and facilities of ROK.




All
      corporate acts, plans, policies, resolutions, approvals and authorizations
      of
      the stockholders, Board of Directors, committees elected or appointed by the
      Board of Directors, officers and agents of Cyberfund, which were valid and
      effective immediately prior to the Merger shall be taken for all purposes as
      the
      acts, plans, policies, resolutions, approvals and authorizations of the
      Surviving Corporation and shall be as effective and binding thereon as the
      same
      were with respect to Cyberfund. The employees of Cyberfund shall become the
      employees of the Surviving Corporation and continue to be entitled to the same
      rights and benefits which they enjoyed as employees of Cyberfund.




1.5  Disposition
      and Conversion of Shares .
      The
      mode of carrying the Merger into effect and the manner and the disposition
      of
      the shares of Cyberfund and ROK shall be as follows:


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(a)  ROK
      Shares .
      Each
      share of common stock, par value $.001 per share, of ROK issued and outstanding
      immediately prior to the Effective Date of the Merger shall, by virtue of the
      Merger and without any action by ROK, the holder of such shares or by any other
      person, be cancelled and returned to the status of authorized but unissued
      shares, all rights in respect thereof shall cease to exist and no shares of
      ROK
      common stock or other securities of the Surviving Corporation shall be issuable
      with respect thereto.




(b)  Cyberfund
      Non-Dissenting Shares .
      Each
      share of common stock, par value $.001 per share, of Cyberfund issued and
      outstanding immediately prior to the Effective Date of the Merger other than
      the
      shares, if any, of Cyberfund for which appraisal rights shall be perfected
      under
      Section 18-1091 of the OGCA (the “ Dissenting
      Shares ”)
      shall,
      by virtue of the Merger and without any action by Cyberfund, the holder of
      such
      shares or any other person, be converted into and exchanged for one fully paid
      and nonassessable share of common stock, par value $.001 per share, of the
      Surviving Corporation.




(c)  Cyberfund
      Dissenting Shares .
      The
      holders of Dissenting Shares of Cyberfund common stock who have complied with
      all requirements for perfecting the rights of appraisal of stockholders set
      forth in Section 10-1091 of the OGCA with respect to their Dissenting Shares
      of
      Cyberfund common stock shall be entitled to their rights under the
      OGCA.




(d)  Exchange
      of Certificates .
      Each
      outstanding certificate theretofore representing shares of Cyberfund common
      stock that are not Dissenting Shares (the “ Non-Dissenting
      Shares ”)
      shall
      be deemed for all purposes to represent the number of whole shares of the ROK
      common stock into which such Non-Dissenting Shares of Cyberfund common stock
      were converted in the Merger and the holder thereof shall not be required to
      surrender such certificate for a certificate issued by ROK. However, after
      the
      Effective Date of the Merger, each holder of an outstanding certificate
      representing Non-Dissenting Shares of Cyberfund common stock may, at such
      stockholder’s option and sole discretion, surrender the same for cancellation to
      OTC Stock Transfer Co., as the sole stock transfer and registrar of the
      Cyberfund common stock and as exchange agent therefor (the “ Exchange
      Agent ”),
      and
      each such holder shall be entitled to receive in exchange therefor a certificate
      or certificates representing the number of shares of the ROK common stock into
      which the surrendered shares were converted as herein provided.




The
      registered owner on the books and records of ROK or the Exchange Agent of any
      such outstanding certificate representing Non-Dissenting Shares of Cyberfund
      common stock shall, until such certificate shall have been surrendered for
      transfer or conversion or otherwise accounted for to the Surviving Corporation
      or the Exchange Agent, have and be entitled to exercise any voting and other
      rights with respect to and to receive dividends and other distributions upon
      the
      shares of common stock of the Surviving Corporation represented by such
      outstanding certificate as provided above.




Each
      certificate representing common stock of the Surviving Corporation so issued
      in
      the Merger shall bear the same legends, if any, with respect to the restrictions
      on transferability as the certificates of Cyberfund so converted and given
      in
      exchange therefor, unless otherwise determined by the Board of Directors of
      the
      Surviving Corporation in compliance with applicable laws.




If
      any
      certificate for shares of ROK stock is to be issued in a name other than that
      in
      which the certificate surrendered in exchange therefor is registered, it shall
      be a condition of issuance thereof that the certificate so surrendered shall
      be
      properly endorsed and otherwise in proper form for transfer, that such transfer
      otherwise be proper and that the person requesting such transfer pay to the
      Exchange Agent any transfer or other taxes payable by reason of issuance of
      such
      new certificate in a name other than that of the registered holder of the
      certificate surrendered or establish to the satisfaction of ROK that such tax
      has been paid or is not payable.




(e)  Validity
      of ROK Common Stock .
      At the
      Effective Date of the Merger, all shares of ROK common stock into which the
      Non-Dissenting Shares of Cyberfund common stock are to be converted pursuant
      to
      the Merger shall be validly issued, fully paid and nonassessable and shall
      be
      issued in full satisfaction of all rights pertaining to the corresponding shares
      of Cyberfund common stock.




1.6  Certificate
      of Incorporation of Surviving Corporation .
      The
      Certificate of Incorporation of ROK as in effect immediately prior to the
      Effective Date of the Merger shall continue in full force and effect as the
      Certificate of Incorporation of the Surviving Corporation until duly amended
      in
      accordance with the provisions thereof and applicable law.


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1.7  Bylaws
      of Surviving Corporation .
      The
      Bylaws of ROK as in effect immediately prior to the Effective Date of the Merger
      shall continue in full force and effect as the Bylaws of the Surviving
      Corporation until altered, amended or repealed as provided in the Bylaws or
      as
      provided by applicable law.




1.8  Directors
      and Officers of Surviving Corporation .
      The
      directors and officers of Cyberfund as of the Effective Date of the Merger
      shall
      be and become the directors and officers of the Surviving Corporation, until
      their successors shall be duly elected and qualified or until their sooner
      death, resignation or removal.




1.9  Accounting
      Matters .
      The
      assets and liabilities of the Constituent Corporations, as of the Effective
      Date
      of the Merger, shall be taken upon the books of the Surviving Corporation at
      the
      amounts at which they shall be carried at that time on the books of the
      respective Constituent Corporations. The amount of the capital surplus and
      earned surplus accounts of the Surviving Corporation after the Merger shall
      be
      determined by the Board of Directors of the Surviving Corporation in accordance
      with the laws of the State of Delaware and generally accepted accounting
      principles.




**ARTICLE** **IIGENERAL
      PROVISIONS**




2.1  Binding
      Agreement .
      This
      Merger Agreement shall be binding upon and shall inure to the benefit of the
      parties and their respective successors and assigns.




2.2  Amendments .
      The
      Board of Directors of Cyberfund and ROK may amend this Merger Agreement at
      any
      time prior to the filing of this Merger Agreement (or a certificate in lieu
      thereof) with the Secretary of State of the State of Delaware, provided that
      an
      amendment made subsequent to the adoption of this Merger Agreement by the
      stockholders of either Cyberfund or ROK shall not: (i) alter or change the
      amount or kind of shares, securities, cash, property and/or rights to be
      received in exchange for or on conversion of all or any of the shares of any
      class or series thereof of Cyberfund or ROK; (ii) alter or change any term
      of
      the Certificate of Incorporation of the Surviving Corporation to be effected
      by
      the Merger; or (iii) alter or change any of the terms and conditions of this
      Merger Agreement if such alteration or change would adversely affect the holders
      of any class or series of capital stock of either Cyberfund or ROK.




2.3  Further
      Assurances .
      From
      time to time, as and when required by ROK or by its successors or assigns,
      there
      shall be executed and delivered on behalf of Cyberfund such deeds and other
      instruments, and there shall be taken or caused to be taken by Cyberfund such
      further and other actions, as shall be appropriate or necessary in order to
      vest
      or perfect in or conform of record or otherwise by ROK the title to and
      possession of all the property, rights, privileges, powers, franchises, assets,
      immunities and authority of Cyberfund and otherwise to carry out the purposes
      of
      this Merger Agreement. The officers and directors of ROK are fully authorized
      in
      the name and on behalf of Cyberfund or otherwise to take any and all such action
      and to execute and deliver any and all such deeds or other
      instruments.




2.4  Abandonment .
      At any
      time before the Effective Date of the Merger, this Merger Agreement may be
      terminated and the Merger may be abandoned for any reason whatsoever by the
      Board of Directors of either Cyberfund or ROK, or by both, by the adoption
      of
      appropriate resolutions and written notification thereof to the other party
      to
      the Merger, notwithstanding the approval of this Merger Agreement by the
      stockholders of Cyberfund or ROK, or by both. In the event of the termination
      of
      this Merger Agreement and the abandonment of the Merger pursuant to the
      provisions of this Section, this Merger Agreement shall become void and have
      no
      effect, without any liability on the part of either of the Constituent
      Corporations or their respective officers, directors or shareholders in respect
      thereof.


4


2.5  Governing
      Law .
      This
      Merger Agreement shall be construed, interpreted and enforced in accordance
      with
      and governed by the laws of the State of Delaware and, so far as applicable,
      the
      merger provisions of the Oklahoma General Corporation Act.




IN
      WITNESS THEREOF, each of the undersigned corporations has caused this Merger
      Agreement to be signed in its corporate name by its duly authorized officer
      as
      of the 28 th day of
      December, 2008.




Cyberfund:
            
            ROK:Cyberfund,
                Inc.
            
            ROK
                Entertainment Group Inc.By:
            /s/
                Laurence Alexander
            
            By:
            /s/
                Laurence AlexanderLaurence
                Alexander
            
            
            Laurence
                AlexanderPresident
                and Chief Executive Officer
            
            
            President
                and Chief Executive Officer




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