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                                                                     EXHIBIT 4.1

                          AGREEMENT AND PLAN OF MERGER

         AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of August 31,
2001 (the "Execution Date"), by and among PLUS SOLUTIONS, INC., a Nevada
corporation ("Plus Solutions"), PLSO ACQUISITION, INC., a Delaware corporation
and wholly-owned subsidiary of Plus Solutions ("PLSO Acquisition"), and APPLIED
TECHNOLOGY SOLUTIONS INTEGRATORS, INC., a Delaware corporation ("ATSI").

         WHEREAS, the respective Boards of Directors of Plus Solutions, PLSO
Acquisition and ATSI have approved the merger of PLSO Acquisition into ATSI
pursuant to the terms and conditions hereinafter set forth (the "Merger"); and

         WHEREAS, the parties desire to make certain representation, warranties
and agreements in connection with the Merger and also to prescribe various
conditions to the Merger.

         NOW, THEREFORE, in consideration of the foregoing recitals, which shall
be considered an integral part of this Agreement, and the covenants, conditions,
representations and warranties hereinafter set forth, the parties hereby agree
as follows:


                                    ARTICLE I
                                   THE MERGER

         1.1 THE TRANSACTION. At the Effective Time (as hereinafter defined),
PLSO Acquisition shall be merged with and into ATSI (PLSO Acquisition and ATSI
are referred to as the "Constituent Corporations"), the separate existence of
PLSO Acquisition shall cease and ATSI shall continue as the surviving
corporation under the corporate name "Applied Technology Solutions Integrators,
Inc." (the "Surviving Corporation"), all upon the terms and subject to the
conditions provided for in this Agreement and pursuant to the Delaware General
Corporation Law (the "Delaware Act").

         1.2 CLOSING AND EFFECTIVE TIME. Subject to the provisions of this
Agreement, the parties shall hold a closing (the "Closing") on (a) the first
business day after the Execution Date or (b) such other date as the parties
hereto may agree (the "Closing Date"), at such time and place as the parties
hereto may agree. The Merger shall become effective upon the filing of Articles
of Merger with the Secretary of State of Delaware at such later time as is
provided in the Articles of Merger (the "Effective Time"). As a result of the
Merger, ATSI shall become a wholly owned subsidiary of Plus Solutions.

         1.3 EFFECTS OF THE MERGER. The Merger shall have the effects specified
in the Delaware Act and, at and after the Effective Time, the Surviving
Corporation shall possess all of the rights, privileges, powers and franchises,
and be subject to all of the restrictions, disabilities and duties of each of
the Constituent Corporations; and all singular rights, privileges, powers and
franchises of each of the Constituent Corporations, and all property, real,
personal and mixed, and all debts due to either of the Constituent Corporations
on whatever account, and all other things in action or belonging to each of the
Constituent Corporations, shall be vested in the



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Surviving Corporation; and all property, rights, privileges, powers and
franchises, and all and every other interest shall thereafter become the
property of the Surviving Corporation as they were of the Constituent
Corporations; but all rights of creditors and all liens upon any property of
either 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 and liabilities had been incurred by it.

         1.4 CERTIFICATE OF INCORPORATION, BYLAWS, DIRECTORS AND OFFICERS. The
Certificate of Incorporation of the Surviving Corporation in effect immediately
prior to the Effective Time, shall be and remain the Certificate of
Incorporation of the Surviving Corporation, until thereafter amended in
accordance with the provisions therein and as provided by the Delaware Act.
Similarly, the Bylaws of the Surviving Corporation in effect immediately prior
to the Effective Time shall be the Bylaws of the Surviving Corporation until
thereafter amended in accordance with its terms. Finally, the directors and
officers of the Surviving Corporation shall be the directors and officers of the
Surviving Corporation at the Effective Time, until their successors are duly
elected and qualified.

         1.5 CONVERSION AND CANCELLATION OF SHARES IN THE MERGER. As of the
Effective Time, by virtue of the Merger and without any action on the part of
Plus Solutions, PLSO Acquisition, ATSI or the holder of any shares of PLSO
Acquisition or ATSI, the following shall occur:

                  (a) CAPITAL STOCK OF PLSO ACQUISITION. Each issued and
         outstanding share of the capital stock of PLSO Acquisition shall be
         converted into and become one fully paid and nonassessable share of
         Common Stock, no par value per share, of the Surviving Corporation.

                  (b) CAPITAL STOCK OF ATSI. Each issued and outstanding share
         of the capital stock of ATSI shall be converted into the right to
         receive 0.10 share (the "Merger Shares") of Series B Preferred stock,
         par value $.001 per share, of Plus Solutions (the "Series B Preferred
         Stock") with the result that after the Effective Time, ATSI will become
         a wholly owned subsidiary of Plus Solutions. All such converted shares
         of ATSI will no longer be outstanding and shall automatically be
         cancelled and retired and shall cease to exist, and each holder of a
         certificate representing any such shares shall cease to have any rights
         with respect thereto, except the right to receive the Merger Shares.



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                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

         2.1 REPRESENTATIONS AND WARRANTIES OF PLUS SOLUTIONS AND PLSO
ACQUISITION. Plus Solutions and PLSO Acquisition jointly and severally represent
and warrant to ATSI as follows:

                  (a) ORGANIZATION, STANDING AND POWER.

                           (i) Plus Solutions is a corporation duly organized,
                  validly existing and in good standing under the laws of the
                  State of Nevada, has all requisite power and authority to own,
                  lease and operate its properties and to carry on its business
                  as now being conducted, and is duly qualified and in good
                  standing to do business in each jurisdiction in which the
                  nature of its business or the ownership or leasing of its
                  properties makes such qualification necessary other than in
                  such jurisdictions where the failure so to qualify would not
                  have a material adverse affect on Plus Solutions and PLSO
                  Acquisition (together, the "Plus Solutions Entities") taken as
                  a whole.

                           (ii) The only subsidiary of Plus Solutions is PLSO
                  Acquisition. Plus Solutions does not own or hold securities or
                  debt obligations of any entity other than PLSO Acquisition.
                  All shares of capital stock or ownership interests of PLSO
                  Acquisition have been duly authorized, are fully paid and
                  nonassessable, and are lawfully owned of record and
                  beneficially by the owner thereof free and clear of all
                  pledges, liens, claims, security interests and other charges
                  or defects in title of any nature whatsoever.

                           (iii) PLSO Acquisition is duly organized, validly
                  existing, in good standing and qualified to do business in
                  each jurisdiction in which the nature of its business or the
                  ownership or leasing of its properties makes such
                  qualification necessary other than in such jurisdictions where
                  the failure so to qualify would not have a material adverse
                  effect on the Plus Solutions Entities taken as a whole.

                  (b) CAPITAL STRUCTURE. The authorized capital stock of Plus
         Solutions consists of 90,000,000 shares of Common Stock; par value of
         $0.001 per share, of Plus Solutions (the "Common Stock) and 10,000,000
         shares of preferred stock, par value $0.001 per share, of Plus
         Solutions (the "Preferred Stock"). On the Execution Date, 39,635,000
         shares of Common Stock were issued and outstanding. 100,000 shares of
         Preferred Stock have been designated Series A Preferred Stock, of which
         100,000 shares are issued and outstanding, and 1,100,000 shares of
         Preferred Stock have been designated Series B Preferred Stock, of which
         no shares are currently issued or outstanding. On the Execution Date,
         no shares of Common Stock were held by Plus Solutions in its treasury.
         All outstanding shares of Common Stock and Preferred Stock are, and the
         Merger Shares to be issued will be validly issued, fully paid and
         nonassessable and not subject to preemptive rights. All of the issued
         and outstanding shares of Common Stock and Preferred Stock were issued
         in compliance with all Federal and state securities laws.



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                  (c) CERTIFICATE OF INCORPORATION, BYLAWS, AND MINUTE BOOKS.
         The copies of the Certificate of Incorporation, bylaws and other
         organizational documents of Plus Solutions and each Plus Solutions
         Entity which have been delivered to ATSI are true, correct and complete
         copies thereof.

                  (d) AUTHORITY.

                           (i) Plus Solutions has all requisite power and
                  authority to enter into this Agreement and to consummate the
                  transactions contemplated hereby. The execution and delivery
                  of this Agreement and the consummation of the transactions
                  contemplated hereby have been duly authorized by the Board of
                  Directors of Plus Solutions. No other corporate or shareholder
                  proceedings on the part of Plus Solutions are necessary to
                  authorize the Merger, or the other transactions contemplated
                  hereby.

                           (ii) This Agreement has been duly executed and
                  delivered by Plus Solutions and constitutes a valid and
                  binding obligation enforceable in accordance with its terms.

                  (e) CONFLICT WITH OTHER AGREEMENTS; APPROVALS. The execution
         and delivery of this Agreement does not, and the consummation of the
         transactions contemplated hereby will not result in any violation of,
         or default (with or without notice or lapse of time, or both) under, or
         give rise to a right of termination, cancellation or acceleration of
         any obligation or the loss of a material benefit under, or the creation
         of a lien, pledge, security interest or other encumbrance on assets
         (any such conflict, violation, default, right of termination,
         cancellation or acceleration, loss or creation, a "Violation") pursuant
         to any provision of the Certificate of Incorporation, bylaws or any
         organizational document of Plus Solutions or any Plus Solutions or,
         result in any Violation of any loan or credit agreement, note,
         mortgage, indenture, lease, benefit plan or other agreement,
         obligation, instrument, permit, concession, franchise, license,
         judgment, order, decree, statute, law, ordinance, rule or regulation
         applicable to Plus Solutions or any Plus Solutions Entity or their
         respective properties or assets which Violation would have a material
         adverse effect on Plus Solutions and the Plus Solutions Entities taken
         as a whole. No consent, approval, order or authorization of, or
         registration, declaration or filing with, any court, administrative
         agency or commission or other governmental authority or
         instrumentality, domestic or foreign (a "Governmental Entity") is
         required by or with respect to Plus Solutions or any Plus Solutions
         Entity in connection with the execution and delivery of this Agreement
         by Plus Solutions or the consummation by Plus Solutions of the
         transactions contemplated hereby, the failure to obtain which would
         have a material adverse effect on Plus Solutions and the Plus Solutions
         Entities, taken as a whole, except for (i) the filing of such documents
         with, and the obtaining of such orders from, the Securities and
         Exchange Commission (the "SEC"), the various state authorities,
         including state securities authorities, that are required in connection
         with the transactions contemplated by this Agreement; and (ii) the
         filing of Articles of Merger with the Secretary of State of Delaware.



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         2.2 REPRESENTATIONS AND WARRANTIES OF ATSI. ATSI represents and
warrants to Plus Solutions and PLSO Acquisition as follows:

                  (a) ORGANIZATION, STANDING AND POWER.

                           (i) ATSI is a corporation duly organized, validly
                  existing and in good standing under the laws of the State of
                  Delaware, has all requisite power and authority to own, lease
                  and operate its properties and to carry on its business as now
                  being conducted, and is duly qualified and in good standing to
                  do business in each jurisdiction in which the nature of its
                  business or the ownership or leasing of its properties makes
                  such qualification necessary other than in such jurisdictions
                  where the failure so to qualify would not have a material
                  adverse effect on ATSI taken as a whole.

                           (ii) ATSI has no subsidiaries. ATSI does not own or
                  hold securities or debt obligations of any entity.

                  (b) CAPITAL STRUCTURE. The authorized capital stock of ATSI
         consists of 13,500,000 shares of common stock, par value $0.001 per
         share (the "ATSI Common Stock"), 1,600 shares of Class A Preferred
         Stock, par value $1.00 per share (the "ATSI Class A Preferred Stock"),
         and 6,400 shares of Class AA Preferred Stock, par value $1.00 per share
         (the "ATSI Class AA Preferred Stock" and, collectively with the ATSI
         Class A Preferred Stock, the "ATSI Preferred Stock"). As of the
         Execution Date, 7,727,102 shares of ATSI Common Stock were outstanding,
         no shares of ATSI Common Stock were held by ATSI in treasury and no
         shares of ATSI Preferred Stock were outstanding. All outstanding shares
         of ATSI Common Stock are validly issued, fully paid and nonassessable
         and not subject to preemptive rights or other restrictions on transfer.
         All of the issued and outstanding shares of ATSI Common Stock were
         issued in compliance with all Federal and state securities Laws. Other
         than as set forth on Schedule 2.2(b), there are no options, warrants,
         calls, agreements or other rights to purchase or otherwise acquire from
         ATSI at any time, or upon the happening of any stated event, any shares
         of the capital stock of ATSI, whether or not presently issued or
         outstanding.

                  (c) CERTIFICATE OF INCORPORATION, BYLAWS AND MINUTE BOOKS. The
         copies of the Articles of Incorporation, bylaws and other
         organizational documents of ATSI which have been delivered to Plus
         Solutions are true, correct and complete copies thereof. The minute
         books of ATSI which have been made available for inspection contain
         accurate minutes of all meetings and accurate consents in lieu of
         meetings of the Board of Directors (and any committee thereof) and of
         the shareholders of ATSI since the date of incorporation and accurately
         reflect all transactions referred to in such minutes and consents in
         lieu of meetings.

                  (d) AUTHORITY. ATSI has all requisite power and authority to
         enter into this Agreement and to consummate the transactions
         contemplated hereby. The execution and delivery of this Agreement and
         the consummation of the transactions contemplated


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         hereby have been duly authorized by the Board of Directors of ATSI and
         Shareholders of ATSI, and no other corporate or shareholder proceedings
         on the part of ATSI are necessary to authorize the Merger and the other
         transactions contemplated hereby. This Agreement has been duly executed
         and delivered by ATSI and constitutes a valid and binding obligation of
         ATSI enforceable in accordance with its terms.

                  (e) CONFLICT WITH AGREEMENTS; APPROVALS. The execution and
         delivery of this Agreement does not, and the consummation of the
         transactions contemplated hereby will not, conflict with, or result in
         any Violation pursuant to any provision of the Articles of
         Incorporation, bylaws or any organizational document of ATSI or result
         in any Violation of any loan or credit agreement, note, mortgage,
         indenture, lease, benefit plan or other agreement, obligation,
         instrument, permit, concession, franchise, license, judgment, order,
         decree, statute, law, ordinance, rule or regulation applicable to ATSI
         or its properties or assets, which Violation would have a material
         adverse effect on ATSI taken as a whole. No consent, approval, order or
         authorization of, or registration, declaration or filing with, any
         Governmental Entity is required by or with respect to ATSI in
         connection with the execution and delivery of this Agreement by ATSI or
         the consummation by ATSI of the transactions contemplated hereby, the
         failure to obtain which would have a material adverse effect on ATSI
         taken as a whole except for the filing of Articles of Merger with the
         Secretary of State of Delaware.

                  (f) FINANCIAL STATEMENTS. ATSI has furnished Plus Solutions
         with unaudited balance sheets as of June 30, 2001, including a complete
         schedule of accounts payable (the "Plus Financial Statements"). The
         ATSI Financial Statements including the footnotes thereto, except as
         indicated therein, have been prepared in accordance with generally
         accepted accounting principles. The ATSI Financials Statements are
         complete and correct in all material respects and fairly present in all
         material respects the financial condition and results of the operations
         of ATSI and show all material liabilities absolute or contingent of
         ATSI.

                  (g) BOOKS AND RECORDS. ATSI has made and will make available
         for inspection by Plus Solutions upon reasonable request all the books
         of account, relating to the business of ATSI. Such books of account of
         ATSI have been maintained in the ordinary course of business. All
         documents furnished or caused to be furnished to Plus Solutions by ATSI
         are true and correct copies, and there are no amendments or
         modifications thereto except as set forth in such documents.

                  (h) COMPLIANCE WITH LAWS. ATSI is and has been in compliance
         in all material respects with all laws, regulations, rules, orders,
         judgments, decrees and other requirements and policies imposed by any
         Governmental Entity applicable to it, its properties or the operation
         of its businesses.

                  (i) LIABILITIES AND OBLIGATIONS. ATSI has no material
         liabilities or obligations (absolute, accrued, contingent or otherwise)
         except liabilities that are reflected and reserved against on the ATSI
         Financial Statements.



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                  (j) LITIGATION. Except as set forth in Schedule 2.2(j), there
         is no suit, action or proceeding pending, or, to the Knowledge of ATSI,
         threatened against or affecting ATSI which is reasonably likely to have
         a Material Adverse Effect on ATSI, nor is there any judgment, decree,
         injunction, rule or order of any Governmental Entity or arbitrator
         outstanding against ATSI having, or which, insofar as reasonably can be
         foreseen, in the future could have, any such effect.

                  (k) TAXES. ATSI has filed or will file within the time
         prescribed by law (including extension of time approved by the
         appropriate taxing authority) all tax returns and reports required to
         be filed with the United States Internal Revenue Service and with all
         other jurisdictions where such filing is required by law; and ATSI has
         paid, or has made adequate provision in the ATSI Financial Statements
         for the payment of all taxes, interest, penalties, assessments or
         deficiencies due and payable on, and with respect to all periods ending
         prior to the Closing Date. ATSI knows of (i) no other tax returns or
         reports which are required to be filed which have not been so filed and
         (ii) no unpaid assessment for additional taxes for any fiscal period or
         any basis therefore.

                  (l) LICENSES, PERMITS; INTELLECTUAL PROPERTY.

                           (i) ATSI owns or possesses in the operation of its
                  business all material Authorizations which are necessary for
                  them to conduct their business as now conducted. ATSI is not
                  in material default, and has not received any notice of any
                  claim of default, with respect to any such Authorization or
                  any notice of any other claim or proceeding or threatened
                  proceeding relating to any such Authorization or claimed lack
                  of any necessary Authorization. Neither the execution or
                  delivery of this Agreement nor the consummation of the
                  transactions contemplated hereby will require any notice or
                  consent under or have any material adverse effect upon any
                  such Authorization.

                           (ii) Set forth in Schedule 2.2(l) is a list of the
                  material domestic and foreign patents, patent applications,
                  patent licenses, software, corporate or other names, trade
                  names, trademarks, service marks, trademark registrations and
                  applications, service mark registrations and applications,
                  copyright registrations and applications licensed or owned by
                  ATSI (collectively the "Intellectual Property"). ATSI does not
                  license any Intellectual Property to third parties. ATSI owns
                  the entire right, title and interest in and to the
                  Intellectual Property and each item constituting part of the
                  Intellectual Property has been, to the extent indicated in
                  Schedule 2.2(l), duly registered with, filed in or issued by,
                  as the case may be, the United States Patent and Trademark
                  Office or such other government entity, domestic or foreign,
                  as is indicated in Schedule 2.2(l) and, to the knowledge of
                  ATSI, such registrations, filings and issuances remain in full
                  force and effect and there are no pending proceedings or
                  litigation or other adverse claims made in writing affecting
                  or with respect to the Intellectual Property.

                  (m) TRANSACTIONS AND AFFILIATES. Except as described in
         Schedule 2.2(m), no director or officer of ATSI or any member of his or
         her immediate family, is a party to



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         any Contract or other business arrangement or relationship of any kind
         with ATSI or, except for the ownership of not more than 1% of the stock
         of a company having a class of securities registered pursuant to the
         Exchange Act, has an ownership interest in any business, corporate or
         otherwise, which is a party to, or in any property which is the subject
         of, business arrangements or relationships of any kind with ATSI.


                                   ARTICLE III
                    COVENANTS RELATING TO CONDUCT OF BUSINESS

         3.1 COVENANTS OF ATSI AND PLUS SOLUTIONS. During the period from the
date of this Agreement and continuing until the Effective Time, ATSI and Plus
Solutions each agree as to itself and its related entities and subsidiaries that
(except as expressly contemplated or permitted by this Agreement, or to the
extent that the other party shall otherwise consent in writing):

                  (a) ORDINARY COURSE. Each party and their respective
         subsidiaries shall carry on their respective businesses in the Ordinary
         Course of Business in substantially the same manner as heretofore
         conducted.

                  (b) DIVIDENDS; CHANGES IN STOCK. No party shall, nor shall any
         party permit any of its subsidiaries to, nor shall any party propose
         to, (i) declare or pay any dividends on or make other distributions in
         respect of any of its capital stock, (ii) split, combine or reclassify
         any of its capital stock or issue or authorize or propose the issuance
         of any other securities in respect of, in lieu of or in substitution
         for shares of its capital stock or (iii) repurchase or otherwise
         acquire, or permit any subsidiary to purchase or otherwise acquire, any
         shares of its capital stock.

                  (c) ISSUANCE OF SECURITIES. No party shall, nor shall any
         party permit any of its subsidiaries to, issue, deliver or sell, or
         authorize or propose the issuance, delivery or sale of, any shares of
         its capital stock of any class, any voting debt or any securities
         convertible into, or any rights, warrants or options to acquire, any
         such shares, voting debt or convertible securities.

                  (d) GOVERNING DOCUMENTS. No party shall amend or propose to
         amend its Certificate of Incorporation or bylaws.

                  (e) NO SOLICITATIONS. No party shall, nor shall any party
         permit any of its related entities or subsidiaries to, nor shall it
         authorize or permit any of its officers, directors or employees or any
         investment banker, financial advisor, attorney, accountant or other
         representative retained by it or any of its related entities or
         subsidiaries to, solicit or encourage (including by way of furnishing
         information), or take any other action to facilitate, any inquiries or
         the making of any proposal which constitutes, or may reasonably be
         expected to lead to, any takeover proposal, or agree to or endorse any
         takeover proposal. Each party shall promptly advise the other orally
         and in writing of any such inquiries or proposals. As used in this
         Agreement, "takeover proposal" shall mean any tender or exchange offer,
         proposal for a Merger, consolidation or other



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         business combination involving a party hereto or any related entity or
         subsidiary of such party or any proposal or offer to acquire in any
         manner a substantial equity interest in, or a substantial portion of
         the assets of, such party or related entity or any of its subsidiaries
         other than the transactions contemplated by this Agreement.

                  (f) NO ACQUISITIONS. No party shall, nor shall any party
         permit any of its related entities or subsidiaries to, acquire or agree
         to acquire by merging or consolidating with, or by purchasing a
         substantial equity interest in or a substantial portion of the assets
         of, or by any other manner, any business or any corporation,
         partnership, association or other business organization or division
         thereof or otherwise acquire or agree to acquire any assets in each
         case which are material, individually or in the aggregate, to such
         party and related entities and its subsidiaries taken as a whole.

                  (g) NO DISPOSITIONS. Except for the transfer of assets in the
         ordinary course of business consistent with prior practice, no party
         shall, nor shall any party permit any of its related entities or
         subsidiaries to, sell, lease, encumber or otherwise dispose of, or
         agree to sell, lease, encumber or otherwise dispose of, any of its
         assets, which are material, individually or in the aggregate, to such
         party, its related entities and its subsidiaries taken as a whole.

                  (h) INDEBTEDNESS. No party shall, nor shall any party permit
         any of its related entities or subsidiaries to, incur any indebtedness
         for borrowed money or guarantee any such indebtedness or issue or sell
         any debt securities or warrants or rights to acquire any debt
         securities of such party or related entities or any of its subsidiaries
         or guarantee any debt securities of others other than in each case in
         the ordinary course of business consistent with prior practice.

                  (i) COMPENSATION. No party shall grant any increase in the
         salary or other compensation of its officers or other employees or
         grant any bonus to any officer or other employee or enter into any
         employment agreement or make any loan to or enter into any material
         transaction of any other nature with any officer or other employee of
         such party.

                  (j) NO NEW SEVERANCE. No party shall take any action to
         institute any new severance or termination pay practices with respect
         to any directors or officers or other employees of such party or to
         increase the benefits payable under its severance or termination pay
         practices.

                  (k) BENEFIT PLANS. No party shall adopt or amend, in any
         respect, except as may be required by applicable law or regulation, any
         bonus, profit sharing, compensation, stock option, restricted stock,
         pension, retirement, deferred compensation, employment or other
         employee benefit plan, agreement, trust, fund, plan or arrangement for
         the benefit or welfare of any directors or officers or other employees
         except as otherwise contemplated by this Agreement.

         3.2 OTHER ACTIONS. No party shall, nor shall any party permit any of
its related entities subsidiaries to, take any action that would or is
reasonably likely to result in any of its



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representations and warranties set forth in this Agreement being untrue as of
the date made (to the extent so limited), or in any of the conditions to the
Merger set forth in Article V not being satisfied.

         3.3 ADVICE OF CHANGES. Each party shall confer on a regular and
frequent basis with the other, report on operational matters and promptly advise
the other orally and in writing of any change or event having, or which, insofar
as can reasonably be foreseen, could have, a Material Adverse Effect on such
party and its related entities and subsidiaries taken as a whole.

         3.4 FILINGS. Each party hereto shall provide to each other party copies
of all filings intended to be made by such party with any Governmental Entity.

         3.5 PRESS RELEASES. Neither Plus Solutions nor ATSI will make any press
release or other report to third parties regarding this Agreement or the matters
and transactions contemplated thereby, except (a) as required by applicable law
and, then, containing only such information as is required by such applicable
law; or (b) as is approved by both Plus Solutions and ATSI prior to
dissemination.


                                   ARTICLE IV
                              ADDITIONAL AGREEMENTS

         4.1 RESTRICTED PLUS SOLUTIONS SHARES. The Merger Shares will not be
registered under the Securities Act, but will be issued pursuant to an exemption
from such registration requirements based upon representations and warranties
made by the shareholders of ATSI. Accordingly, the Merger Shares will constitute
"restricted securities" as defined in Rule 144 under the Securities Act and the
holders thereof will not be able to transfer such Merger Shares except upon
compliance with the registration requirements of the Securities Act and
applicable state securities laws or an exemption therefrom. The certificates
evidencing the Merger Shares shall contain a legend to the foregoing effect.

         4.2 LEGAL CONDITIONS TO MERGER. Each of Plus Solutions and ATSI will
take all reasonable actions necessary to comply promptly with all legal
requirements which may be imposed on itself with respect to the Merger and will
promptly cooperate with and furnish information to each other in connection with
any such requirements imposed upon any of them or any of their related entities
or subsidiaries in connection with the Merger. Each party will, and will cause
its related entities or subsidiaries to, take all reasonable actions necessary
to obtain (and will cooperate with each other in obtaining) any consent,
authorization, order or approval of, or any exemption by, any Governmental
Entity or other public or private third party, required to be obtained or made
by Plus Solutions or ATSI or any of their related entities or subsidiaries in
connection with the Merger or the taking of any action contemplated thereby or
by this Agreement.



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         4.3 PLUS SOLUTIONS BOARD OF DIRECTORS AND OFFICERS. All of the officers
and directors of Plus Solutions shall resign as of the Closing Date and the
following persons shall be appointed as officers and directors of Plus Solutions
as of such date:

         Directors:        Max Golden
                           Stephen Gray
                           David Ballard
                           Paul Harkins

         Officers:         Paul Harkins, President and Chief Executive Officer
                           Rita Hunter, Vice President
                           Martha Scroggins, Secretary and Treasurer

         4.4 EXPENSES. All costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such expense.


                                    ARTICLE V
                              CONDITIONS PRECEDENT

         5.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. The
respective obligation of each party to effect the Merger shall be subject to the
receipt or filing, prior to the Closing Date, of all authorizations, consents,
orders or approvals of, or declarations or filings with, or expirations of
waiting periods imposed by, any Governmental Entity, the failure to obtain which
would have a Material Adverse Effect on ATSI or any Plus Solutions Entity, taken
as a whole, shall have been filed, occurred or been obtained.

         5.2 CONDITIONS OF OBLIGATIONS OF PLUS SOLUTIONS. The obligations of
Plus Solutions and PLSO Acquisition to effect the Merger are subject to the
satisfaction of the following conditions on or before the Closing Date unless
waived by Plus Solutions:

                  (a) REPRESENTATIONS AND WARRANTIES. The representations and
         warranties of ATSI set forth in this Agreement shall be true and
         correct in all material respects as of the date of this Agreement and
         (except to the extent such representations and warranties speak as of
         an earlier date) as of the Closing Date as though made on and as of the
         Closing Date, except as otherwise contemplated by this Agreement, and
         Plus Solutions shall have received a certificate signed on behalf of
         ATSI by the President of ATSI to such effect.

                  (b) PERFORMANCE OF OBLIGATIONS OF ATSI. ATSI shall have
         performed in all material respects all obligations required to be
         performed by it under this Agreement at or prior the Closing Date, and
         Plus Solutions shall have received a certificate signed on behalf of
         ATSI by the President to such effect.

                  (c) CLOSING DOCUMENTS. Plus Solutions shall have received such
         certificates and other closing documents as counsel for Plus Solutions
         shall reasonably request.



                                       11
<PAGE>   12

                  (d) CONSENTS. ATSI shall have obtained the consent or approval
         of each person whose consent or approval shall be required in
         connection with the transactions contemplated hereby under any loan or
         credit agreement, note, mortgage, indenture, lease or other agreement
         or instrument, except those for which failure to obtain such consents
         and approvals would not, in the reasonable opinion of Plus Solutions,
         individually or in the aggregate, have a material adverse effect on
         ATSI and its subsidiaries and related entities taken as a whole upon
         the consummation of the transactions contemplated hereby.

                  (e) PENDING LITIGATION. There shall not be any litigation or
         other proceeding pending or threatened to restrain or invalidate the
         transactions contemplated by this Agreement, which, in the sole
         reasonable judgment of Plus Solutions, made in good faith, would make
         the consummation of the Merger imprudent. In addition, there shall not
         be any other litigation or other proceeding pending or threatened
         against ATSI, the consequences of which, in the judgment of Plus
         Solutions, could be materially adverse to ATSI.

                  (f) SHAREHOLDER APPROVAL. ATSI shall have received the
         approval of its shareholders regarding the Merger, and Plus Solutions
         shall have received satisfactory evidence of such fact.

         5.3 CONDITIONS OF OBLIGATIONS OF ATSI. The obligation of ATSI to effect
the Merger is subject to the satisfaction of the following conditions on or
before the Closing Date unless waived by ATSI:

                  (a) REPRESENTATIONS AND WARRANTIES. The representations and
         warranties of Plus Solutions set forth in this Agreement shall be true
         and correct in all material respects as of the date of this Agreement
         and (except to the extent such representations speak as of an earlier
         date) as of the Closing Date as though made on and as of the Closing
         Date, except as otherwise contemplated by this Agreement, ATSI shall
         have received a certificate signed on behalf of Plus Solutions by the
         Chief Executive Officer to such effect.

                  (b) PERFORMANCE OF OBLIGATIONS OF PLUS SOLUTIONS AND PLSO
         ACQUISITION. Plus Solutions shall have performed in all material
         respects all obligations required to be performed by it under this
         Agreement at or prior to the Closing Date, and ATSI shall have received
         a certificate signed on behalf of Plus Solutions the Chief Executive
         Officer to such effect.

                  (c) CLOSING DOCUMENTS. ATSI shall have received such
         certificates and other closing documents as counsel for ATSI shall
         reasonably request.

                  (d) CONSENTS. Plus Solutions shall have obtained the consent
         or approval of each person whose consent or approval shall be required
         in connection with the transactions contemplated hereby under any loan
         or credit agreement, note, mortgage,



                                       12
<PAGE>   13

         indenture, lease or other agreement or instrument, except those for
         which failure to obtain such consents and approvals would not, in the
         reasonable opinion of ATSI, individually or in the aggregate, have a
         material adverse effect on Plus Solutions and its subsidiaries and
         related entities, taken as a whole upon the consummation of the
         transactions contemplated hereby.

                  (e) PENDING LITIGATION. There shall not be any litigation or
         other proceeding pending or threatened to restrain or invalidate the
         transactions contemplated by this Agreement, which, in the sole
         reasonable judgment of ATSI, made in good faith, would make the
         consummation of the Merger imprudent. In addition, there shall not be
         any other litigation or other proceeding pending or threatened against
         Plus Solutions or any Plus Solutions Entity, the consequences of which,
         in the judgment of ATSI, could be materially adverse to Plus Solutions
         or any Plus Solutions Entity.


                                   ARTICLE VI
                            TERMINATION AND AMENDMENT

         6.1 TERMINATION. This Agreement may be terminated at any time prior to
the Effective Time:

                  (a) by mutual consent of Plus Solutions and ATSI;

                  (b) by either Plus Solutions or ATSI if there has been a
         material breach of any representation, warranty, covenant or agreement
         on the part of the other set forth in this Agreement which breach has
         not been cured within 5 business days following receipt by the
         breaching party of notice of such breach, or if any permanent
         injunction or other order of a court or other competent authority
         preventing the consummation of the Merger shall have become final and
         non-appealable; or

                  (c) by either Plus Solutions or ATSI if the Merger does not
         become effective before September 15, 2001.

         6.2 EFFECT OF TERMINATION. In the event of termination of this
Agreement by either ATSI or Plus Solutions as provided in Section 6.1, this
Agreement shall forthwith become void and there shall be no liability or
obligation on the part of any party hereto. All costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such expenses.

         6.3 AMENDMENT. This Agreement may be amended by the parties hereto, by
action taken or authorized by their respective Boards of Directors, provided no
amendment shall be made which by law requires approval by the shareholders of
any party without such further approval. This Agreement may not be amended
except by an instrument in writing signed on behalf of each of the parties
hereto.



                                       13
<PAGE>   14

         6.4 EXTENSION; WAIVER. At any time prior to the Effective Time, the
parties hereto, by action taken or authorized by their respective Board of
Directors, may, to the extent legally allowed, (a) extend the time for the
performance of any of the obligations or other acts of the other parties hereto,
(b) waive any inaccuracies in the representations and warranties contained
herein or in any document delivered pursuant hereto and (c) waive compliance
with any of the agreements or conditions contained herein. Any agreement on the
part of a party hereto to any such extension or waiver shall be valid only if
set forth in a written instrument signed on behalf of such party.


                                   ARTICLE VII
                               GENERAL PROVISIONS

         7.1 NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, telecopied (which is
confirmed) or mailed by registered or certified mail (return receipt requested)
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):

                  (a)      If to Plus Solutions, to

                           Plus Solutions, Inc.
                           14677 Midway Road, Suite 206
                           Addison, Texas 75001
                           United States of America
                           Attn: Max Golden, President and Chief Executive
                                 Officer
                           Facsimile No.: 972-687-0051

                           with a copy to

                           Patton Boggs
                           2001 Ross Avenue, Suite 3000
                           Dallas, Texas 75201
                           United States of America
                           Attn: Fred Stovall, Esq.
                           Facsimile No.: 214-758-1550


                  (b)      If to ATSI, to

                           Applied Technology Solutions Integrators, Inc.
                           54 Tower Hill Road
                           Tuxedo Park, New York 10987
                           Attn: President
                           Facsimile No.: 845-351-2299



                                       14
<PAGE>   15

                           with a copy to

                           Arnold E. Reiter
                           Reiter and Zipern
                           75 Montebello Road
                           Suffern, New York 10901
                           Facsimile No.: 845-357-2215


         7.2 INTERPRETATION. When a reference is made in this Agreement to
Sections, such reference shall be to a Section of this Agreement unless
otherwise indicated. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. Whenever the words "include", "includes" or "including" are used
in this Agreement, they shall be deemed to be followed by the words "without
limitation". The phrase "made available" in this Agreement shall mean that the
information referred to has been made available if requested by the party to
whom such information is to be made available.

         7.3 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when two or more counterparts have been signed by each of
the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart. This Agreement may be executed by
facsimile signature and the facsimile signature by any party shall constitute an
original in all respects.

         7.4 ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES; RIGHTS OF
OWNERSHIP. This Agreement (including the documents and the instruments referred
to herein) constitutes the entire agreement and supersedes all prior agreements
and understandings, both written and oral, among the parties with respect to the
subject matter hereof, and is not intended to confer upon any person other than
the parties hereto any rights or remedies hereunder.

         7.5 GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Texas without regard to principles of
conflicts of law. Each party hereby irrevocably submits to the jurisdiction of
any Texas state court located in Dallas County or the United States District
Courts in the Northern District of Texas in respect of any suit, action or
proceeding arising out of or relating to this Agreement.

         7.6 PUBLICITY. Except as otherwise required by law, so long as this
Agreement is in effect, no party shall issue or cause the publication of any
press release or other public announcement with respect to the transactions
contemplated by this Agreement without the written consent of the other party,
which consent shall not be unreasonably withheld.

         7.7 ASSIGNMENT. Neither this Agreement nor any of the rights, interests
or obligations hereunder shall be assigned by any of the parties hereto (whether
by operation of law or otherwise) without the prior written consent of the other
parties, except that Plus Solutions or ATSI may assign, in its sole discretion,
any or all of its rights, interests and obligations



                                       15
<PAGE>   16

hereunder to any direct or indirect wholly owned subsidiary of such company.
Subject to the preceding sentence, this Agreement will be binding upon, inure to
the benefit of and be enforceable by the parties and their respective successors
and assigns.




               [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]



                                       16
<PAGE>   17

         IN WITNESS WHEREOF, this Agreement has been signed by the parties set
forth below as of the date set forth above.

                                       PLUS SOLUTIONS, INC.


                                       By: /s/ MAX GOLDEN
                                          --------------------------------------
                                          President and Chief Executive Officer


                                       PLSO ACQUISITION, INC.


                                       By: /s/ MAX GOLDEN
                                          --------------------------------------
                                          President


                                       APPLIED TECHNOLOGY SOLUTIONS INTEGRATORS,
                                       INC.


                                       By: /s/ PAUL HARKINS
                                          --------------------------------------
                                          President and Chief Executive Officer



                                       17