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Exhibit 2.02


PLAN OF COMPLETE LIQUIDATION AND
DISSOLUTION

OF

CYGNUS, INC.

This Plan of Complete Liquidation and Dissolution
(the Plan) is intended to accomplish the dissolution
and complete liquidation of Cygnus, Inc., a Delaware corporation
(the Company), in accordance with the Delaware
General Corporation Law (the DGCL) and
Section 331 and Section 336 of the Internal Revenue
Code of 1986, as amended (the Code), as follows:

1. The Board of Directors of the Company
(the Board of Directors) has adopted this Plan and
called a meeting (the Meeting) of the Companys
stockholders (the Stockholders) to take action on
the Plan. If Stockholders holding a majority of the
Companys outstanding common stock, par value
$.001 per share (the Common Stock), vote for
the adoption of this Plan at the Meeting, the Plan shall
constitute the adopted Plan of the Company as of the date of the
Meeting, or such later date on which the Stockholders may
approve the Plan if the Meeting is adjourned to a later date
(the Adoption Date).

2. After the filing of the Certificate of
Dissolution (as defined herein) with the Secretary of State of
the State of Delaware (the timing of which shall be within the
absolute discretion of the Board of Directors and may be delayed
by the Board of Directors for as long as it deems necessary,
appropriate or desirable, but in no event later than three years
from the Adoption Date), the Company shall not engage in any
business activities except to the extent necessary to preserve
the value of its assets, wind up its business and affairs, and
distribute its assets in accordance with this Plan and pursuant
to Section 278 of the DGCL. No later than thirty
(30) days following the Adoption Date, the Company shall
file Form 966 with the Internal Revenue Service.

3. From and after the filing of the
Certificate of Dissolution with the Secretary of State of the
State of Delaware, the Company shall complete the following
corporate actions:



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| | a. The Company shall determine whether and
    when to collect, sell, exchange or otherwise dispose of all of
    its property and assets in one or more transactions upon such
    terms and conditions as the Board of Directors, in its absolute
    discretion, deems expedient and in the best interests of the
    Company and the Stockholders. In connection with such
    collection, sale, exchange and other disposition, the Company
    shall collect or make provision for the collection of all
    accounts receivable, debts and claims owing to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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| | b. The Company shall, as determined by the
    Board of Directors, adopt a plan of distribution providing for
    the Company to (i) pay or make reasonable provision to pay
    all claims and obligations of the Company, including all
    contingent, conditional or unmatured contractual claims known to
    the Company, (ii) make such provision as will be reasonably
    likely to be sufficient to provide compensation for any claim
    against the Company that is the subject of a pending action,
    suit or proceeding to which the Company is a party and
    (iii) make such provision as will be reasonably likely to
    be sufficient to provide compensation for claims that have not
    been made known to the Company or that have not arisen but that,
    based on facts known to the Company, are likely to arise or to
    become known to the Company within ten years after the date of
    dissolution. The plan of distribution shall provide that such
    claims shall be paid in full and any such provision for payment
    shall be made in full if there are sufficient assets. If there
    are insufficient assets, such plan shall provide that such
    claims and obligations shall be paid or provided for according
    to their priority and, among claims of equal priority, ratably
    to the extent of assets legally available therefore.
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| | c. The plan of distribution shall provide
    that the Company shall distribute pro rata to the Stockholders
    all available cash, including the cash proceeds of any sale,
    exchange or disposition, except such cash, property or assets as
    are required for paying or making provision for claims pursuant
    to Section 3(b) above. Such distribution may occur all at
    once or in a series of distributions and shall be in cash or
    assets, in such amounts, and at such time or times, as the Board
    of Directors, in its absolute                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   





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| | discretion, may determine. The Company shall, as
    determined by the Board of Directors, in its absolute
    discretion, establish and set aside an amount of cash or
    property (the Contingency Reserve) to satisfy actual
    or potential claims against or obligations of the Company as
    provided in the Plan.

4. The distributions to the Stockholders
pursuant to Sections 3, 7 and 8 hereof shall be in complete
cancellation of all of the outstanding Common Stock. As a
condition to receipt of any distribution to the Stockholders,
the Board of Directors, in its absolute discretion, may require
the Stockholders to (i) surrender their certificates
evidencing the Common Stock to the Company or its agent for
recording of such distributions thereon or (ii) furnish the
Company with evidence satisfactory to the Board of Directors of
the loss, theft or destruction of their certificates evidencing
the Common Stock, together with such surety bond or other
security or indemnity as may be required by and satisfactory to
the Board of Directors (Satisfactory Evidence and
Indemnity). As a condition to receipt of any final
distribution to the Stockholders, the Board of Directors, in its
absolute discretion, may require the Stockholders to
(i) surrender their certificates evidencing the Common
Stock to the Company or its agent for cancellation or
(ii) furnish the Company with Satisfactory Evidence and
Indemnity. The Company will finally close its stock transfer
books and discontinue recording transfers of Common Stock on the
date of dissolution of the Company, and thereafter certificates
representing Common Stock will not be assignable or transferable
on the books of the Company.

5. If any distribution to a Stockholder
cannot be made, whether because the Stockholder cannot be
located, has not surrendered its certificates evidencing the
Common Stock as required hereunder or for any other reason, the
distribution to which such Stockholder is entitled shall be
transferred, at such time as the final liquidating distribution
is made by the Company, to the official of such state or other
jurisdiction authorized by applicable law to receive the
proceeds of such distribution. The proceeds of such distribution
shall thereafter be held solely for the benefit of and for
ultimate distribution to such Stockholder as the sole equitable
owner thereof and shall be treated as abandoned property and
escheat to the applicable state or other jurisdiction in
accordance with applicable law. In no event shall the proceeds
of any such distribution revert to or become the property of the
Company.

6. [Reserved.]

7. If the Board of Directors determines to
follow the procedures described in Section 280 of the DGCL,
then the additional steps set forth below shall, to the extent
necessary or appropriate, be taken:



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| | a. The giving of notice of the dissolution
    to all persons having a claim against the Company and all
    persons with contingent, conditional or unmatured contractual
    claims and the rejection of any such claims in accordance with
    Section 280 of the DGCL;                                                                                                                                                                                                                                                                                                                                                                                           
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| | b. The offering of security to any claimant
    on a contract whose claim is contingent, conditional or
    unmatured in an amount the Company determines is sufficient to
    provide compensation to the claimant if the claim matures, and
    the petitioning of the Delaware Court of Chancery to determine
    the amount and form of security sufficient to provide
    compensation to any such claimant who has rejected such offer in
    accordance with Section 280 of the DGCL;                                                                                                                                                                         
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| | c. The petitioning of the Delaware Court of
    Chancery to determine the amount and form of security which
    would be reasonably likely to be sufficient to provide
    compensation for (i) any claims against the Company which
    is the subject of a pending action, suit, or proceeding, and
    (ii) claims that have not been made known to the Company
    or, that have not arisen, but that, based on facts known to the
    Company, are likely to arise or become known within five years
    after the date of dissolution (or longer in the discretion of
    the Delaware Court of Chancery), each in accordance with
    Section 280 of the DGCL;
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| | d. The payment of all claims made against
    the Company and not rejected, in accordance with
    Section 280 of the DGCL;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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| | e. The posting of all security offered and
    not rejected and all security ordered by the Court of Chancery
    in accordance with Section 280 of the DGCL; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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| | f. The payment, or the making of adequate
    provision for payment, of all other claims that are mature,
    known and uncontested or that have been finally determined to be
    owing by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                             





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Notwithstanding the foregoing, the Company shall
not be required to follow the procedures described in
Section 280 of the DGCL, and the adoption of the Plan by
the Companys Stockholders shall constitute full and
complete authority for the Board of Directors and the officers
of the Company, without further stockholder action, to proceed
with the dissolution and liquidation of the Company in
accordance with any applicable provision of the DGCL, including,
without limitation, Section 281(b) thereof.

8. [Reserved.]

9. After the Adoption Date, the officers of
the Company shall, at such time as the Board of Directors, in
its absolute discretion, deems necessary, appropriate or
desirable (and which may be delayed by the Board of Directors
for as long as it deems necessary, appropriate or desirable, but
in no event later than three years from the Adoption Date), file
with the Secretary of State of the State of Delaware a
certificate of dissolution (the Certificate of
Dissolution) in accordance with the DGCL and shall also
obtain any certificates required from the state tax authorities
of other states necessary for filings in such other states.

10. Adoption of this Plan by holders of a
majority of the outstanding Common Stock shall constitute the
approval of the Stockholders of the sale, exchange or other
disposition, in liquidation of all of the property and assets of
the Company following the filing of the Certificate of
Dissolution, whether such sale, exchange or other disposition
occurs in one transaction or a series of transactions, and shall
constitute ratification of any contracts for sale, exchange or
other disposition which are conditioned on adoption of this Plan.

11. In connection with and for the purpose
of implementing and assuring completion of this Plan, the
Company may, in the absolute discretion of the Board of
Directors, pay any brokerage, agency, professional and other
fees and expenses of persons rendering services to the Company
in connection with the collection, sale, exchange or other
disposition of the Companys property and assets and the
implementation of this Plan.

12. In connection with and for the purpose
of implementing and assuring completion of this Plan, the
Company may, in the absolute discretion of the Board of
Directors, pay to the Companys officers, directors,
employees, agents and representatives, or any of them,
compensation or additional compensation above their regular
compensation, in money or other property, in recognition of the
extraordinary efforts they, or any of them, will be required to
undertake, or actually undertake, in connection with the
implementation of this Plan. Adoption of this Plan by a majority
of the outstanding Common Stock shall constitute the approval of
the Stockholders of the payment of any such compensation.

13. The Company shall continue to indemnify
its officers, directors, employees, agents and representatives
in accordance with its certificate of incorporation and by-laws
and any contractual arrangements, for actions taken in
connection with this Plan and the winding up of the affairs of
the Company. The Board of Directors, in its absolute discretion,
is authorized to obtain and maintain insurance as may be
necessary or appropriate to cover the Companys obligations
hereunder.

14. Notwithstanding authorization or consent
to this Plan and the transactions contemplated hereby by the
Stockholders, the Board of Directors may modify, amend or
abandon this Plan and the transactions contemplated hereby
without further action by the Stockholders to the extent
permitted by the DGCL.

15. The Board of Directors of the Company is
hereby authorized, without further action by the Stockholders,
to do and perform or cause the officers of the Company, subject
to approval of the Board of Directors, to do and perform, any
and all acts, and to make, execute, deliver or adopt any and all
agreements, resolutions, conveyances, certificates and other
documents of every kind that are deemed necessary, appropriate
or desirable, in the absolute discretion of the Board of
Directors, to implement this Plan and the transactions
contemplated hereby, including, without limiting the foregoing,
all filings or acts required by any state or federal law or
regulation to wind up its affairs.