AGREEMENT AND PLAN OF MERGER


     This  AGREEMENT AND PLAN OF MERGER is made and entered into as of this 30th
day of April,  2006, by and between  Morningstar  Industrial  Holdings  Corp., a
Nevada corporation ("Morningstar"),  and New World Entertainment Corp., a Nevada
corporation and wholly-owned subsidiary of Morningstar ("New World").

                               B A C K G R O U N D

     WHEREAS,  the respective  Boards of Directors of Morningstar  and New World
deem it advisable and in the best interests of  Morningstar  and New World (each
of which are  sometimes  referred to herein as the  "Constituent  Corporations")
that New World merge with and into Morningstar (the "Merger"),  pursuant to this
Agreement  and  Plan of  Merger  (the  "Plan  of  Merger")  and  the  applicable
provisions of the Nevada Revised Statutes (the "NRS"); and

     WHEREAS,  the approval of the  shareholders  of Morningstar is not required
pursuant to NRS 92A.180.

     NOW THEREFORE,  in consideration of the foregoing premises, and in reliance
on the respective  representations,  warranties and covenants  contained herein,
and for other good and valuable  consideration,  the  sufficiency and receipt of
which is hereby acknowledged,  the parties hereto, intending to be legally bound
hereby, agree as follows:

     1. Merger.  The Constituent  Corporations  shall effect the Merger upon the
terms and subject to the conditions set forth in this Plan of Merger.

          (a) The Merger.  At the Effective Time (as hereinafter  defined),  New
World shall be merged with and into Morningstar pursuant to this Plan of Merger,
the separate corporate  existence of New World shall cease and Morningstar shall
continue as the surviving  corporation  under its subsidiary's name of New World
Entertainment  Corp., all upon the terms and subject to the conditions  provided
for in this Agreement and pursuant to the NRS. Morningstar as it exists from and
after the Effective Time, is sometimes hereinafter referred to as the "Surviving
Corporation."

          (b) Effect of the Merger.  The Merger  shall have the effect  provided
therefor by the NRS.  Without  limiting the  generality  of the  foregoing,  and
subject thereto,  at the Effective Time (i) all the rights,  privileges,  powers
and franchises,  of a public as well as of a private  nature,  and all property,
real,  personal  and mixed,  and all debts due on  whatever  account,  including
without limitation  subscriptions to shares, and all other choses in action, and
all  and  every  other  interest  of or  belonging  to or due to  New  World  or
Morningstar  shall be taken and deemed to be transferred  to, and vested in, the
Surviving Corporation without further act or deed; and all property,  rights and
privileges,  powers and  franchises  and all and every other  interest  shall be
thereafter as  effectually  the property of the Surviving  Corporation,  as they
were of New World and Morningstar,  and (ii) all debts, liabilities,  duties and
obligations of New World and  Morningstar  shall become the debts,  liabilities,
duties  and   obligations  of  the  Surviving   Corporation  and  the  Surviving
Corporation  shall  thenceforth  be  responsible  and  liable for all the debts,
liabilities, duties and obligations of New World and Morningstar and neither the
rights of creditors nor any liens upon the property of New World or  Morningstar
shall be  impaired  by the Merger,  and may be  enforced  against the  Surviving
Corporation.
<PAGE>

          (c) Consummation of the Merger.  Simultaneously  with the execution of
this Merger  Agreement,  Articles of Merger shall be filed with the Secretary of
State of the State of Nevada in  accordance  with the  provisions of the NRS and
the Merger shall become  effective upon such filing or at such later time on the
date hereof as may be specified in the filing with the Secretary of State of the
State of Nevada (the "Effective Time"). The Surviving  Corporation,  which shall
continue to be governed by the laws of the State of Nevada,  hereby  agrees that
it may be served  with  process  in the State of  Nevada in any  proceeding  for
enforcement  of any obligation of New World,  as well as for  enforcement of any
obligation of the Surviving Corporation arising from the Merger.

     2. Articles of Incorporation; By-laws; Directors and Officers. The Articles
of Incorporation of the Surviving  Corporation from and after the Effective Time
shall be the Articles of Incorporation of Morningstar  substantially in the form
attached  hereto as Exhibit A, until  thereafter  amended in accordance with the
provisions  therein  and as provided  by the NRS.  The By-laws of the  Surviving
Corporation  from  and  after  the  Effective  Time  shall  be  the  By-laws  of
Morningstar as in effect immediately prior to the Effective Time,  substantially
in the form attached hereto as Exhibit B, continuing until thereafter amended in
accordance with their terms and the Articles of  Incorporation  of the Surviving
Corporation  and as provided by the NRS. The initial  directors of the Surviving
Corporation  shall be the  directors  of  Morningstar  immediately  prior to the
Effective  Time, in each case until their  successors are elected and qualified,
and the initial officers of the Surviving  Corporation  shall be the officers of
Morningstar  immediately  prior to the Effective  Time, in each case until their
successors are duly elected and qualified.

     3.  Conversion and  Cancellation  of Securities.  At the Effective Time, by
virtue  of the  Merger  and  without  any  action  on  the  part  of New  World,
Morningstar  or any holder of any shares of capital  stock of New World,  all of
the  outstanding  shares of New World  Common  Stock shall be converted on a 1:1
basis into shares of Morningstar  Common Stock,  $0.001 par value per share (the
"Shares").  Furthermore,  the two hundred  shares of  Morningstar  Common  Stock
issued and  outstanding in the name of New World shall be cancelled and retired,
and no payment shall be made with respect thereto,  and such shares shall resume
the status of authorized  and unissued  shares of Morningstar  Common Stock.  In
addition,  all outstanding options and warrants  exercisable or convertible into
shares of New World capital stock shall, at the Effective Time, by virtue of the
Merger  and  without  any action on the part of New  World,  Morningstar  or any
holder of any shares of capital stock of New World,  be converted on a 1:1 basis
into  options and  warrants of  Morningstar,  convertible  or  exercisable  into
Morningstar  capital stock,  as  applicable.  The Shares shall be fully paid and
non-assessable.  At the Effective Time, other than those enumerated above, there
shall not be any securities,  rights, warrants,  options or other instruments of
New World which, after consummation of the Merger,  would be convertible into or
exercisable for securities of the Surviving Corporation.
<PAGE>
     4. Merger Payment Procedure.

          (a) Exchange of Certificates.  At the Effective Time, the shareholders
of New World shall surrender all  certificates  representing  all of the capital
stock of New World,  duly endorsed in blank by the  shareholders of New World or
accompanied  by blank stock  powers,  to  Morningstar  and, upon receipt of such
certificates and stock powers,  Morningstar shall deliver to the shareholders of
New World certificates representing the number of Shares to be delivered at such
time,  calculated  pursuant to Section 3 hereof. The shareholders of Morningstar
shall  promptly cure any  deficiencies  with respect to the  endorsement  of the
certificates  or other  documents of conveyance  with respect to all the capital
stock of New World or with  respect  to the stock  powers  accompanying  all the
capital stock of New World.

          (b) No Further  Ownership  Rights.  The Shares issued and  distributed
upon the  surrender of  certificates  representing  all the capital stock of New
World in  accordance  with the terms of this  Agreement  shall be deemed to have
been paid in full  satisfaction  of all rights  pertaining to such shares of the
capital stock of New World.

     5.  Termination.  This Agreement may be terminated at any time on or before
the  Effective  Time by agreement of the Boards of Directors of the  Constituent
Corporations.

     6. Amendment.  This Agreement may not be amended except by an instrument in
writing signed on behalf of each of the parties hereto.

     7. Waiver.  Any agreement on the part of a party hereto to any extension or
waiver shall be valid if set forth in an instrument in writing  signed on behalf
of such party by a duly authorized officer.

     8. Further  Assurances.  If at any time the Surviving  Corporation,  or its
successors or assigns,  shall reasonably consider or be advised that any further
assignments or assurances in law or any other acts are necessary or desirable to
(a)  vest,  perfect  or  confirm,  of  record  or  otherwise,  in the  Surviving
Corporation  its rights,  title or  interest  in, to or under any of the rights,
properties or assets of the Constituent  Corporations acquired or to be acquired
by the Surviving  Corporation as a result of, or in connection with, the Merger,
or (b)  otherwise  carry out the purposes of this  Agreement,  each  Constituent
Corporation  and its  proper  officers  and  directors  shall be  deemed to have
granted to the Surviving Corporation an irrevocable power of attorney to execute
and deliver all such proper deeds,  assignments  and assurances in law and to do
all acts necessary or proper to vest, perfect or confirm title to and possession
of such rights,  properties or assets in the Surviving Corporation and otherwise
to carry  out the  purposes  of this  Agreement;  and the  proper  officers  and
directors of the Surviving  Corporation are fully authorized in the name of each
Constituent Corporation or otherwise to take any and all such action.

                            [Signature page follows]

<PAGE>


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



                                           New World Entertainment Corp.
                                           a Nevada corporation


                                           By _____________________________
                                              Name:  Michelle Dobson
                                              Title: President



                                           Morningstar Industrial Holdings Corp.
                                           a Nevada corporation


                                           By________________________________
                                             Name:  Michelle Dobson
                                             Title: President