ex101.htm


    
 

    AGREEMENT
      AND PLAN OF MERGER

    


    AMONG

    


    TRUSTCASH
      HOLDINGS, INC.

    


    TCHH
      ACQUISITION CORP.

    


    AND

    


    PAIVIS,
      CORP.

    


    


    DATED
      AS OF DECEMBER 20, 2007

    


     


    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    
 

    
      
        	
                ARTICLE
                  I - THE MERGER

              	 
	 	 
	
                Section
                  1.01                                
                  The Merger

              	
                7

              
	
                Section
                  1.02                                
                  Closing

              	
                8

              
	
                Section
                  1.03                                
                  Effective Time

              	
                8

              
	
                Section
                  1.04                                
                  Effect of the Merger

              	
                8

              
	
                Section
                  1.05                                
                  Certificate of Incorporation and Bylaws; Directors and
                  Officers

              	
                8

              
	
                Section
                  1.06                                
                  Further Actions

              	
                8

              
	
                Section
                  1.07                                
                  Conversion

              	
                9

              
	
                Section
                  1.08                                
                  Restrictions on Resale

              	
                9

              
	
                Section
                  1.09                                
                  Exchange of Certificates

              	
                10

              
	
                Section
                  1.10                                
                  Registration of Issuable Shares

              	
                10

              
	
                Section
                  1.11                                
                  Listing of Issuable Shares for Trading

              	
                11

              
	
                Section
                  1.12                                
                  Financing

              	
                11

              
	 	 
	
                ARTICLE
                  II - REPRESENTATIONS AND WARRANTIES OF PARENT

              	 
	 	 
	
                Section
                  2.01                                
                  Organization, Standing and Power

              	
                11

              
	
                Section
                  2.02                                
                  Capitalization

              	
                11

              
	
                Section
                  2.03                                
                  Authority for Agreement

              	
                12

              
	
                Section
                  2.04                                
                  Issuance of Common Stock

              	
                12

              
	
                Section
                  2.05                                
                  Status of SUB and PARENT; Financial Statements

              	
                12

              
	
                Section
                  2.06                                
                  Governmental Consent

              	
                13

              
	
                Section
                  2.07                                
                  Litigation

              	
                13

              
	
                Section
                  2.08                                
                  Interested Party Transactions

              	
                13

              
	
                Section
                  2.09                                
                  Compliance with Applicable Laws

              	
                13

              
	
                Section
                  2.10                                
                  No Undisclosed Liabilities

              	
                13

              
	
                Section
                  2.11                                
                  Tax-Free Reorganization

              	
                13

              
	
                Section
                  2.12                                
                  Tax Returns and Payment

              	
                13

              


      

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

      
        	
                Section
                  2.13                                
                  Board Approval

              	
                14

              
	
                Section
                  2.14                                
                  Full Disclosure

              	
                14

              
	
                Section
                  2.15                                
                  Brokers and Finders Fees

              	
                14

              
	
                Section
                  2.16                                
                  PARENT SEC Reports

              	
                14

              
	 	 
	
                ARTICLE
                  III - REPRESENTATIONS AND WARRANTIES OF TARGET

              	 
	 	 
	
                Section
                  3.01                                
                  Organization, Standing and Power

              	
                15

              
	
                Section
                  3.02                                
                  Capitalization

              	
                15

              
	
                Section
                  3.03                                
                  Authority for Agreement

              	
                15

              
	
                Section
                  3.04                                
                  Subsidiaries

              	
                15

              
	
                Section
                  3.05                                
                  Stockholders

              	
                15

              
	
                Section
                  3.06                                
                  Governmental Consent

              	
                15

              
	
                Section
                  3.07                                
                  Status of TARGET, Financial Statements

              	
                16

              
	
                Section
                  3.08                                
                  Litigation

              	
                16

              
	
                Section
                  3.09                                
                  Restrictions on Business Activities

              	
                16

              
	
                Section
                  3.10                                
                  Interested Party Transactions

              	
                16

              
	
                Section
                  3.11                                
                  Compliance with Applicable Laws

              	
                16

              
	
                Section
                  3.12                                
                  Governmental Authorization

              	
                17

              
	
                Section
                  3.13                                
                  Absence of Changes

              	
                17

              
	
                Section
                  3.14                                
                  Operations Since Financial Statements Date

              	
                17

              
	
                Section
                  3.15                                
                  No Undisclosed Liabilities

              	
                18

              
	
                Section
                  3.16                                
                  Accounts Receivable

              	
                18

              
	
                Section
                  3.17                                
                  Insurance

              	
                18

              
	
                Section
                  3.18                                
                  Title to Properties; Liens

              	
                18

              
	
                Section
                  3.19                                
                  Material Contracts

              	
                18

              
	
                Section
                  3.20                                
                  Non-Contravention

              	
                19

              
	
                Section
                  3.21                                
                  Labor relations

              	
                19

              
	
                Section
                  3.22                                
                  Tax Returns and Payment

              	
                19

              
	
                Section
                  3.23                                
                  Intellectual Property

              	
                19

              


      

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

      
        	
                Section
                  3.24                                
                  Environmental Matters

              	
                19

              
	
                Section
                  3.25                                
                  Employment Agreements

              	
                20

              
	
                Section
                  3.26                                
                  Warranty claims

              	
                20

              
	
                Section
                  3.27                                
                  Brokers’ and Finders’ Fees

              	
                20

              
	
                Section
                  3.28                                
                  Board Approval

              	
                20

              
	
                Section
                  3.29                                
                  Full Disclosure

              	
                20

              
	
                Section
                  3.30                                
                  TARGET SEC Reports

              	
                20

              
	 	 
	
                ARTICLE
                  IV - CERTAIN COVENANTS AND AGREEMENTS

              	 
	 	 
	
                Section
                  4.01                                
                  Covenants of TARGET

              	
                21

              
	
                Section
                  4.02                                
                  Covenants of SUB and PARENT

              	
                22

              
	
                Section
                  4.03                                
                  Covenants of the Parties

              	
                23

              
	 	 
	
                ARTICLE
                  V - CONDITIONS PRECEDENT

              	 
	 	 
	
                Section
                  5.01                                
                  Conditions Precedent to the Parties' Obligations

              	
                24

              
	
                Section
                  5.02                                
                  Conditions Precedent to the Obligations of SUB and PARENT

              	
                25

              
	
                Section
                  5.03                                
                  Conditions Precedent to the Obligations of TARGET

              	
                25

              
	 	 
	
                ARTICLE
                  VI - TERMINATION, AMENDMENT AND WAIVER

              	 
	 	 
	
                Section
                  6.01                                
                  Termination

              	
                26

              
	
                Section
                  6.02                                
                  Effect of Termination

              	
                26

              
	 	 
	
                ARTICLE
                  VII - CONFIDENTIALITY; NON-SOLICITATION; EXCLUSIVITY

              	 
	 	 
	
                Section
                  7.01                                
                  Confidentiality

              	
                27

              
	
                Section
                  7.02                                
                  Non-Solicitation

              	
                27

              
	
                Section
                  7.03                                
                  Exclusivity

              	
                27

              


      

       

      
        
          
          

        

        
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                ARTICLE
                  VIII - INDEMNIFICATION

              	 
	 	 
	
                Section
                  8.01                                
                  Indemnification by SUB and PARENT

              	
                27

              
	
                Section
                  8.02                                
                  Indemnification by TARGET

              	
                28

              
	
                Section
                  8.03                                
                  Survival of Indemnification

              	
                28

              
	 	 
	
                ARTICLE
                  IX - MISCELLANEOUS

              	 
	 	 
	
                Section
                  9.01                                
                  Non-survival of Representations and Warranties

              	
                28

              
	
                Section
                  9.02                                
                  Expenses

              	
                28

              
	
                Section
                  9.03                                
                  Applicable Law

              	
                28

              
	
                Section
                  9.04                                
                  Notices

              	
                
                  29

                

              
	
                Section
                  9.05                                
                  Entire Agreement

              	
                29

              
	
                Section
                  9.06                                
                  Assignment

              	
                29

              
	
                Section
                  9.07                                
                  Headings; References

              	
                30

              
	
                Section
                  9.08                                
                  Counterparts

              	
                30

              
	
                Section
                  9.09                                
                  No Third Party Beneficiaries

              	
                30

              
	
                Section
                  9.10                                
                  Severability; Enforcement

              	
                30

              
	 	
                30

              
	
                List
                  of Schedules

              	 
	
                PARENT
                  Disclosure Schedule

              	 
	
                SUB
                  Disclosure Schedule

              	 
	 	 
	
                EXHIBITS

              	 
	
                Preferred
                  Designation

              	
                32

              
	
                Merger
                  Certificate

              	
              


      


      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      



    AGREEMENT
      AND PLAN OF MERGER

    


    AGREEMENT
      AND PLAN OF MERGER
      dated as of December 20, 2007 (the “Agreement”) by and among TRUSTCASH HOLDINGS,
      INC., a Delaware corporation (“PARENT”), TCHH
      ACQUISITION CORP., a Nevada corporation (“SUB”) and PAIVIS,
      CORP., a Nevada corporation (“TARGET”).  PARENT,
      SUB and TARGET are each referred to herein individually as a “Party” and
      collectively as the “Parties.”

    


    PREAMBLE

    


    WHEREAS,
      the respective Boards
      of Directors of each of PARENT, SUB and TARGET deem it advisable and in the
      best
      interests of each corporation and its respective shareholders, that SUB and
      TARGET combine in order to advance the long-term business strategies of PARENT
      and TARGET;

    


    WHEREAS,
      the Board of
      Directors of TARGET has unanimously determined that the merger of SUB with
      and
      into TARGET (the “Merger”) and this Agreement are fair to, and in the best
      interests of, TARGET and the holders of all the common stock of TARGET, par
      value $0.0002 per share (the “TARGET Common Stock”);

    


    WHEREAS,
      the Board of
      Directors of PARENT has unanimously determined that the Merger and this
      Agreement are fair to, and in the best interests of, PARENT and the holders
      of
      the common stock of Parent, par value $0.001 per share (the “PARENT Common
      Stock”);

    


    WHEREAS,
      the respective Boards
      of Directors of each of PARENT, SUB and TARGET have approved this Agreement
      and
      the Merger on the terms and conditions contained in this Agreement and in so
      doing, have recommended approval of the Merger to the shareholders of the
      respective corporations;

    


    WHEREAS,
      PARENT, as the sole
      stockholder of SUB, has approved this Agreement, the Merger and the transactions
      contemplated by this Agreement pursuant to action taken by unanimous written
      consent in accordance with the requirements of the Nevada Revised
      Statutes;

    


    WHEREAS,
      for federal income
      tax purposes, it is intended by the parties hereto that the Merger shall qualify
      as a tax-free “reorganization” within the meaning of Section 368 of the Internal
      Revenue Code of 1986, as amended (the “Code”).

    


    NOW,
      THEREFORE, in
      consideration of the foregoing and the respective representations, warranties,
      covenants and agreements contained in this Agreement and intending to be legally
      bound hereby, the parties hereto agree as follows:

    


    CERTAIN
      DEFINITIONS

    


    As
      used in this Agreement, the
      following terms shall have the meanings set forth below:

    


    “Applicable
      Law” means any domestic or foreign law, statute, regulation, rule, policy,
      guideline or ordinance applicable to the businesses of the Parties, the Merger
      and/or the Parties.

    


    “Common
      Stock” means the common stock of PARENT, par value $0.001 per
      share.

    


    “Commission”
      means the United States Securities and Exchange Commission.

    


    “Dollar”
      and “$” means lawful money of the United States of America.

    


    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended.

    


    “GAAP”
      means generally accepted accounting principles in the United States of America
      as promulgated by the American Institute of Certified Public Accountants and
      the
      Financial Accounting Standards Board or any successor Institutes concerning
      the
      treatment of any accounting matter, and applied in a consistent
      manner.


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    


    “Knowledge”
      means the knowledge, which either is obtained after reasonable inquiry, or
      which
      would have been obtained if one made a reasonable inquiry.

    


    “Lien”
      means, with respect to any property or asset, any mortgage, lien, pledge,
      charge, security interest, encumbrance or other adverse claim of any kind in
      respect of such property or asset.

    


    “Material
      Adverse Effect” with respect to any entity or group of entities means any event,
      change or effect that has or would have a materially adverse effect on the
      financial condition, business or results of operations of such entity or group
      of entities, taken as a whole.

    


    “Parent”
      means Trustcash Holdings, Inc. , a Delaware corporation.

    


    “Parent
      Disclosure Schedule” means the disclosure schedule delivered by Parent to Target
      concurrently with the execution and delivery of this Agreement, as the same
      may
      be amended or supplemented by Parent.

    


    “Parent
      SEC Reports” means all filings required to be made by Parent with, or submitted
      by Parent to, the Commission under the Securities Act and the Exchange
      Act.

    


    “Person”
      means any individual, corporation, partnership, limited liability company,
      trust
      or unincorporated organization or a government or any agency or political
      subdivision thereof.

    


    “Preferred
      Share:  means the Series B Preferred Stock of PARENT.

    


    “Securities
      Act” means the Securities Act of 1933, as amended.

    


    “Target
      SEC Reports” means all filings required to be made by Target with, or submitted
      by Target to, the Commission under the Securities Act and the Exchange
      Act.

    


    “Tax”
      (and, with correlative meaning, “Taxes” and “Taxable”) means:

    


    (i)
      any net income, alternative or
      add-on minimum tax, gross income, gross receipts, sales, use, ad valorem,
      transfer, franchise, profits, license, withholding, payroll employment, excise,
      severance, stamp, occupation, property, environmental or windfall profit tax,
      custom, duty or other tax, governmental fee or other like assessment or charge
      of any kind whatsoever together with any interest or any penalty, addition
      to
      tax or additional amount imposed by any governmental entity (a “Tax Authority”)
      responsible for the imposition of any such tax (domestic or foreign),
      and

    


    (ii)
      any liability for the payment of
      any amounts of the type described in clause (i) above as a result of being
      a
      member of an affiliated, consolidated, combined or unitary group for any Taxable
      period, and

    


    (iii)
      any liability for the payment of
      any amounts of the type described in clauses (i) or (ii) above as a result
      of
      any express or implied obligation to indemnify any other person.

    


    “Tax
      Return” means any return, statement, report or form, including, without
      limitation, estimated Tax Returns and reports, withholding Tax Returns and
      reports and information reports and returns required to be filed with respect
      to
      Taxes.

    


    ARTICLE
      I

    THE
      MERGER

    


    SECTION
      1.01  THE MERGER

    


    Upon
      the terms and subject to the
      conditions set forth in this Agreement and in accordance with the statutes
      of
      the State of Nevada, at the Effective Time (as defined herein), SUB shall be
      merged with and into TARGET, the separate existence of SUB shall cease and
      TARGET shall continue as the surviving entity of the Merger (whereappropriate, the “Surviving Entity”).


    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    SECTION
      1.02  CLOSING

    


    The
      closing of the Merger (the
“Closing”) will take place at the offices of the PARENT AND SUB , at 400 Park
      Avenue Suite 1420 NY, NY 10022, on the day immediately following the
      satisfaction or waiver of the conditions precedent set forth in Article V or
      at
      such other date as SUB and TARGET shall agree; provided,
      however, that (a) the Parties shall use their best efforts to effect the
      Closing on or before January 31, 2008, or as soon thereafter as is practicable,
      and (b) the Closing may take place by facsimile or other means as may be
      mutually agreed upon in advance by the Parties. The date on which the Closing
      is
      held is referred to in this Agreement as the “Closing
      Date.”  Unless extended in writing by each of the PARENT and
      TARGET in the event the Closing shall not occur by February 28, 2008 (the “Outside Closing
      Date”) then either PARENT or TARGET may terminate this Agreement without
      any further liability to the other.

    


    SECTION
      1.03  EFFECTIVE TIME

    


    On
      the Closing Date, the Parties shall
      cause the Merger to be effective by the filing of articles or a certificate
      of
      merger, and the Merger shall become effective immediately upon the acceptance
      of
      such filings, (the “Merger Certificate”)
      with the Secretary of State of the State of Nevada in substantially the form
      attached hereto as Exhibit A executed
      in
      accordance with the relevant provisions of the statutes of the Nevada Revised
      Statutes. The Merger shall become effective at the time such Merger Certificate
      is duly accepted for filing or at such other time as may be specified as the
      date and time of effectiveness in the Merger Certificate, (the “Effective Time”). The
      date on which the Effective Time occurs is referred to as the “Effective
      Date.”

    


    SECTION
      1.04  EFFECT OF THE MERGER

    


    At
      and after the Effective Time, the
      Merger shall be effective as provided in the applicable provisions of the Nevada
      Revised Statutes.  The existence of TARGET, as the Surviving Entity,
      with all of its purposes and powers, shall continue unaffected and unimpaired
      by
      the Merger, and, as the Surviving Entity, it shall be governed by the laws
      of
      the State of Nevada and succeed to all rights, assets, liabilities and
      obligations of SUB in accordance with the Nevada Revised Statutes. Without
      limiting the generality of the foregoing, and subject thereto, at the Effective
      Time, except as otherwise provided herein, all the property, rights, privileges,
      powers and franchises of SUB shall vest in the Surviving Entity, and all debts,
      liabilities and duties of SUB shall become the debts, liabilities and duties
      of
      the Surviving Entity. The separate existence and corporate organization of
      SUB
      shall cease at the Effective Time and thereafter SUB and TARGET shall be a
      single entity, to wit, the Surviving Entity.

    


    SECTION
      1.05  CERTIFICATE OF INCORPORATION AND BYLAWS; DIRECTORS AND
      OFFICERS

    


    Pursuant
      to the Merger:

    


    (i)           
      The Certificate of Incorporation and Bylaws of TARGET as in effect immediately
      prior to the Effective Time shall be the Certificate of Incorporation and Bylaws
      of the Surviving Entity following the Merger, until thereafter changed or
      amended as provided therein or by applicable law.

    


    (ii)           
      The officers and directors of the Parent following the Merger shall be those
      persons listed on Schedule 1.05(a),
      until the earlier of their death, resignation or removal or until their
      respective successors are duly appointed and qualified.

    


    SECTION
      1.06  FURTHER ACTIONS

    


    If
      at any time after the Effective
      Time, SUB and TARGET shall consider or be advised that any further assignment
      or
      assurances or any other things that are necessary or desirable to vest, perfect
      or confirm, of record or otherwise, in the Surviving Entity, the title to any
      property or right of SUB acquired or to be acquired by reason of or as a result
      of the Merger, then SUB and TARGET and their respective officers and directors
      in office shall use all reasonable efforts to execute and deliver, or cause
      to
      be executed and delivered, all such proper deeds, assignments and assurances
      and
      do all things reasonably necessary and proper to vest, perfect or confirm title
      to such property orrights in the Surviving Entity and
      otherwise carry out the purpose of this Agreement, and the officers of SUB
      and
      the Surviving Entity are fully authorized in the name of TARGET or otherwise
      to
      take any and all such action with the same effect as if such persons were
      officers of TARGET.


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    SECTION
      1.07  CONVERSION

    


    As
      of the Effective Time, by virtue of
      the Merger and without any action on the part of SUB or TARGET:

    


    CONVERSION
      OF THE COMMON STOCK OF TARGET.

    


    
      	
              (i)  

            	
              Conversion
                Ratio. The PARENT will exchange one (1) TRUSTCASH Preferred Share
                (the
                “Issuable Shares”) for every five (5) shares of PAIVIS Common Stock issued
                and outstanding immediately prior to the Effective Time (the “Conversion
                Ratio”).

            


    

    


    


    
      	
              (ii)  

            	
              Purchase
                Price. The PARENT is paying the equivalent of $0.65 in TRUSTCASH
                Preferred
                Shares currency for each PAIVIS Common Share. (the “Purchase
                Price”)

            


    

    


    
      	
              (iii)  

            	
              Conversion
                Ratio Calculation. The Conversion ratio of 1 for 5 is based on the
                Purchase Price divided by the price/share of the TRUSTCASH Preferred
                Shares. Each TRUSTCASH Preferred Share has a fixed stated value of
                $3.25/share as per the Preferred Shares rights and preferences listed
                in
                Exhibit A.

            


    

    


    
      	
              (iv)  

            	
              Fractional
                Shares. In calculating the number of Issuable Shares to issue to
                each
                TARGET shareholder, general rounding principles should control the
                actual
                calculation, which shall result in no issuance of any fractional
                shares to
                the TARGET shareholders.

            


    

    


    
      	
              (v)  

            	
              Misc.
                Upon such issuance of the Preferred Shares, all shares of Common
                Stock of
                TARGET exchanged for shares of Preferred Shares shall automatically
                be
                canceled and retired and shall cease to exist. Each holder of a
                certificate representing any such TARGET Common Stock shall, to the
                extent
                such certificate represents such TARGET Common Stock , cease to have
                any
                rights with respect to such TARGET Common Stock, except the right
                to
                receive the Issuable Shares allocable to the shares represented by
                such
                certificate upon surrender of such certificate in accordance with
                Section
                1.09.

            


    

    
      	
               

            	
               

            


    

    
      SECTION
        1.08 RESTRICTIONS ON RESALE 



    All
      series of the issuable Preferred
      Shares of the PARENT  will not be registered under the Securities Act,
      or the securities laws of any state, and absent an exemption from registration
      contained in such laws, cannot be transferred, hypothecated, sold or otherwise
      disposed of until; (i) a registration statement with respect to such securities
      is declared effective under the Securities Act, or (ii) PARENT receives an
      opinion of counsel for PARENT that an exemption from the registration
      requirements of the Securities Act is available.

    


    The
      certificates representing the
      number of Issuable Shares into which the TARGET Common Stock shall have been
      converted pursuant to this Agreement shall contain legends substantially as
      follows:

    


    “THE
      SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
      HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH
      RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR THE COMPANY RECEIVES
      AN
      OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

    


    
      	
               

            	
               

            


    


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    SECTION
      1.09 EXCHANGE OF CERTIFICATES 


    (i)           
      EXCHANGE OF CERTIFICATES. After the Effective Time and pursuant to a customary
      letter of transmittal or other instructional form provided by the Exchange
      Agent
      (hereafter defined) to each of the Shareholders (as appropriate, the
“Stockholders”) of the TARGET Common Stock, the Stockholders shall be required
      to surrender all the TARGET Common Stock to the stock transfer agent of the
      Parent (Signature Stock Transfer, Inc., 2301 Ohio Drive, Suite 100, Plano,
      Texas, 75093) upon such surrender to receive in exchange therefor certificates
      representing the number of Issuable Shares into which the TARGET Common Stock
      theretofore represented by the certificate or certificates so surrendered shall
      have been converted pursuant to this Agreement.  Until so surrendered,
      each such outstanding certificate which, prior to the Effective Time,
      represented TARGET Common Stock shall be deemed for all corporate purpose,
      subject to the further provisions of this Article I to evidence the ownership
      of
      the number of whole Issuable Shares into which such TARGET Common Stock have
      been so converted.  No dividend payable to holders of Issuable Shares
      of record as of any date subsequent to the Effective Time shall be paid to
      the
      Stockholders as the owner of any certificate which, prior to the Effective
      Time,
      represented TARGET Common Stock, until such certificate or certificates are
      surrendered as provided in this Article I or pursuant to letters of transmittal
      or other instructions with respect to lost certificates provided by the Exchange
      Agent.

    


    (ii)           
      SUB shares of Common Stock. Each share of Common Stock of SUB issued and
      outstanding immediately prior to the Effective Time shall be converted into
      one
      fully paid and nonassessable share of common stock of the Surviving
      Corporation.

    


    (iii)           
      FRACTIONAL SHARES. No certificate or scrip representing fractional Issuable
      Shares shall be issued upon the surrender of certificates representing TARGET
      Common Stock pursuant to this Agreement, and no dividend declaration by the
      Board of Directors of PARENT shall relate to any such fractional share.
      Fractional shares shall be rounded up to the nearest whole share.

    


    (iv)           
      FULL SATISFACTION OF RIGHTS. All Issuable Shares into which the TARGET Common
      Stock shall have been converted pursuant to this Article 1 shall be deemed
      to
      have been issued in full satisfaction of all rights pertaining to the TARGET
      Common Stock.

    


    (v)           
      CANCELLATION OF CERTIFICATES. All certificates representing TARGET Common Stock
      converted into Issuable Shares pursuant to this Article I shall be canceled
      upon
      delivery thereof to the Exchange Agent pursuant to this Agreement.

    


    (vi)           
      CLOSING OF TRANSFER BOOKS. On the Effective Date, the stock transfer book of
      TARGET shall be deemed to be closed and no transfer of Private Shares shall
      thereafter be recorded thereon.

     

    
      SECTION
        1.10 REGISTRATION OF ISSUABLE SHARES 

       

    

    The
      Parent shall file a registration statement with the Securities and Exchange
      Commission (the “Commission”) to register the Issuable Shares within ninety (90)
      days after issuance of the Issuable Shares.

    


    The
      Parent shall use best efforts to effect, as soon as practicable, such
      registration under the applicable Securities Act (the “Act”) (including, without
      limitation, filing post-effective amendments, appropriate qualifications under
      applicable blue sky or other state securities laws, and appropriate compliance
      with the Act) as would permit or facilitate the sale and distribution of all
      or
      such portion of the Series B Stock.

    


    Although
      stated under this paragraph that the holders of Series B Stock have the right
      to
      have their Series B shares registered for resale with the Commission there
      can
      be no assurance given by the Parent on the time period it may take to approve
      the registration of such shares, or that the Commission will ultimately declare
      the proposed registration statement covering those shares to be
      effective.

    


    


    
      	
               

            	
               

            


    


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    SECTION
      1.11 LISTING OF ISSUABLE SHARES FOR TRADING 


    The
      Parent will make application for the listing of the Series B Stock for trading
      on the exchange or quotation system that the Parent’s common stock is then
      listed on or other senior exchange or quotation system that the Parent plans
      to
      make application to list its common stock within ninety (90) days of the
      effectiveness of the registration of the Series B Stock.

    


    Upon
      making application for listing the Parent will use best efforts to list the
      Series B Stock on the American Stock Exchange, or to cause the Series B Stock
      to
      be authorized for quotation on the NASDAQ Small Cap or National Market System,
      as soon as practicable (it being understood that the Parent will not be in
      violation of this provision if it is unable to obtain such listing or quotation
      primarily as a result of its failure to satisfy the quantitative listing
      requirements of the American Stock Exchange or NASDAQ Small Cap or National
      Market).

     

    SECTION
      1.12 FINANCING 

     

    The
      Parties agree that Closing is subject to the execution by Parent of an agreement
      for an equity or debt financing to the Parent of up to Ten Million Dollars
      ($10,000,000) but no less than Seven Million Dollars ($7,000,000) on terms
      agreeable to both Parent and Target for the purposes of completing the
      acquisition of Detroit Phone Cards Inc. (“DPC”), AAAA Media Services Ltd. (“A4”)
      by the Target and working capital for the Parent (“the Financing”). 

    


    The
      Closing is further subject to the Financing being advanced to the
      Parent.

    


    ARTICLE
      II

     

    REPRESENTATIONS
      AND WARRANTIES OF SUB AND PARENT

     

    Except
      as set forth in the PARENT SEC
      Reports or the PARENT Disclosure Schedule or the SUB Disclosure Schedule,
      disclosure in any one of which shall apply to any and all representations and
      warranties made in this Agreement, and except as otherwise disclosed in writing
      by PARENT and/or SUB to TARGET, PARENT and SUB hereby represent and warrant
      to
      TARGET, as of the date of this Agreement and as of the Effective Time, as
      follows:

    


    SECTION
      2.01 ORGANIZATION, STANDING AND POWER

    


    SUB
      is a Nevada company and PARENT is a
      Nevada corporation.  Both SUB and PARENT are duly incorporated,
      validly existing and in good standing under the laws of the State of Nevada,
      and
      have corporate power and authority to conduct their business as presently
      conducted by it and to enter into and perform this Agreement and to carry out
      the transactions contemplated by this Agreement. SUB and PARENT are duly
      qualified to do business as a foreign limited liability company and corporation,
      respectively, doing business in each state in which they own or lease real
      property and where the failure to be so qualified and in good standing would
      have a Material Adverse Effect on SUB and PARENT or their business. Except
      as
      disclosed on Schedule
      2.01 hereto, neither SUB nor PARENT have any material ownership interest
      in any corporation, partnership (general or limited), limited liability company
      or other entity, whether foreign or domestic (collectively such ownership
      interests including capital stock).

    


    SECTION
      2.02 CAPITALIZATION

    


    Subject
      to modification by the PARENT
      prior to the Closing for purposes of effectuating the terms of this Agreement,
      the authorized capital stock of PARENT consists of 350,000,000 shares of common
      stock, $0.001 par value per share, and 50,000,000 of preferred stock. As of
      the
      date of this Agreement, there were 77,549,138 shares of common stock issued
      and
      outstanding. Except as disclosed on Schedule 2.02(a)
      hereto, no shares have been reserved for issuance to any person, and there
      are
      no other outstanding rights, warrants, options or agreements for the purchase
      of
      capital stock from PARENT except as provided in this Agreement. Except as
      disclosed on Schedule
      2.02(b) hereto, no Person is entitled to any rights with respect to the
      issuance or transfer of the Issuable Shares. The outstanding shares are validly
      issued, fully paid, non-assessable, and have been issued in compliance with
      all
      state and federal securities laws or other Applicable Law.

    


    The
      authorized capital stock of SUB consists of 1,000 shares of common stock,
      $0.0001 par value per share, and no authorized shares of preferred stock. As
      of
      the date of this Agreement, there were 10 shares ofcommon
      stock issued and outstanding.  Except as disclosed on Schedule 2.02(b)
      hereto, no shares have been reserved for issuance to any person, and there
      are
      no other outstanding rights, warrants, options or agreements for the purchase
      of
      capital stock from SUB except as provided in this Agreement. Except as disclosed
      on Schedule
      2.02(b) hereto, no Person is entitled to any rights with respect to the
      issuance or transfer of the Issuable Shares. The outstanding shares are validly
      issued, fully paid, non-assessable, and have been issued in compliance with
      all
      state and federal securities laws or other Applicable Law. As of the Effective
      Time, SUB shall not have filed a registration statement as to any of its
      shares.


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    SECTION
      2.03 AUTHORITY FOR AGREEMENT

    


    The
      execution, delivery, and
      performance of this Agreement by SUB and PARENT have been duly authorized by
      all
      necessary corporate action, except for the approval of SUB's Stockholders (the
      “SUB Stockholders”), and this Agreement, upon its execution by the Parties, will
      constitute the valid and binding obligation of SUB and PARENT enforceable
      against it in accordance with and subject to its terms, except as enforceability
      may be affected by bankruptcy, insolvency or other laws of general application
      affecting the enforcement of creditors' rights, provided, that no such
      obligation shall arise or be binding unless the SUB Stockholders approve this
      Agreement. Except as set forth above or in Schedule 2.03
      attached hereto, the execution and consummation of the transactions contemplated
      by this Agreement and compliance with its provisions by SUB and PARENT will
      not
      violate any provision of Applicable Law and will not conflict with or result
      in
      any breach of any of the terms, conditions, or provisions of, or constitute
      a
      default under, SUB's Certificate of Incorporation or Bylaws or PARENT’s
      Certificate of Incorporation or Bylaws, as the case may be and in each case
      as
      amended, or, in any material respect, any indenture, lease, loan agreement
      or
      other agreement or instrument to which SUB and PARENT are a party or by which
      they or any of their properties are bound, or any decree, judgment, order,
      statute, rule or regulation applicable to SUB and PARENT except to the extent
      that any breach or violation of any of the foregoing would not constitute or
      result in a Material Adverse Effect on SUB or PARENT taken as a
      whole.

     

    
      SECTION
        2.04 ISSUANCE OF PARENT COMMON STOCK 

       

    

    The
      Issuable Shares issuable to the
      Stockholders as the holders of the TARGET Common Stock will when issued pursuant
      to this Agreement be duly and validly authorized and issued, fully paid and
      non-assessable.

    


    SECTION
      2.05  STATUS OF PARENT AND SUB; FINANCIAL STATEMENTS

    


    (i) Currently
      the shares of common stock of PARENT are traded on the Electronic Bulletin
      Board
      in the over-the-counter market (“OTCBB”).  Currently the shares of
      common stock of SUB are not traded.

    


    
      	
              (ii)  

            	
              SUB
                is a non-reporting company.

            


    

    


    
      	
              (iii)  

            	
              PARENT
                is a reporting company.

            


    

    


    
      	
              (iv)  

            	
              SUB
                does not have any material liabilities, except as provided in Schedule
                2.05.

            


    

    


    
      	
              (v)  

            	
              PARENT
                has made available to TARGET copies of its audited financial statements
                at
                December 31, 2004, 2005 and 2006 for the three fiscal years then
                ended
                (collectively, “PARENT  Financial
                Statements”).

            


    

    


    
      	
              (vi)  

            	
              The
                PARENT Financial Statements (i) are consistent in all material respects
                with the books and records of PARENT; (ii) have been or will be prepared
                in accordance with GAAP consistently applied; (iii) reflect and provide
                adequate reserves and disclosures in respect of all liabilities of
                PARENT,
                including all contingent liabilities, as of the respective dates
                of the
                Financial Statements, and (iv) present fairly in all material respects
                the
                financial position of PARENT at such dates and the results of operations
                and cash flows of PARENT for the periods then
                ended.

            


    

    


    
      	
              (vii)  

            	
              Except
                as otherwise disclosed in the PARENT Disclosure Schedule or in the
                PARENT
                Financial Statements, PARENT does not have any liabilities or obligations
                that would be required to be set forth in PARENT Financial Statements
                in
                accordance with GAAP.

            


    


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    


    
      	
              (viii)  

            	 


    

     

    SECTION
      2.06  GOVERNMENTAL CONSENT

    


    No
      consent, waiver, approval, order or
      authorization of, or registration, declaration or filing with, any court,
      administrative agency or commission or other federal, state, county, local
      or
      other foreign governmental authority, instrumentality, agency or commission
      or
      any third party (other than the approval of the SUB Stockholders), including
      a
      party to any agreement with SUB or PARENT, is required by or with respect to
      SUB
      or PARENT in connection with the execution and delivery of this Agreement or
      the
      consummation of the transactions contemplated hereby, except for (i) such
      consents, waivers, approvals, orders, authorizations, registrations,
      declarations and filings as may be required under applicable securities laws
      thereby, and (ii) the filing of the Certificate of Merger with the Secretary
      of
      State of the State of Nevada.

     

    
      SECTION
        2.07 LITIGATION 

       

    

    Except
      as disclosed on Schedule 2.07 hereof,
      there is no action, suit, investigation, audit or proceeding pending against,
      or
      to the best knowledge of SUB and PARENT threatened against or affecting, SUB
      and
      PARENT or any of their assets or properties before any court or arbitrator
      or
      any governmental body, agency or official.

     

    SECTION
      2.08 INTERESTED PARTY TRANSACTIONS 

     

    Intentionally omitted.

    


    SECTION
      2.09  COMPLIANCE WITH APPLICABLE LAWS

    


    To
      the Knowledge of SUB and PARENT, the
      business of SUB and PARENT has not been, and is not being, conducted in
      violation of any Applicable Law, except for possible violations which
      individually or in the aggregate have not had and are not reasonably likely
      to
      have a Material Adverse Effect. No investigation or review by any governmental
      entity with respect to SUB and PARENT is pending or, to the Knowledge of SUB
      and
      PARENT, threatened, nor has any governmental entity indicated an intention
      to
      conduct the same, except for investigations or reviews which individually or
      in
      the aggregate would not have, nor be reasonably likely to have, a Material
      Adverse Effect.

    


    SECTION
      2.10  NO UNDISCLOSED LIABILITIES

    


    Except
      as set forth on Schedule 2.10 hereto,
      there are no liabilities, debts or other obligations of SUB and PARENT of any
      kind whatsoever, whether accrued, contingent, absolute, determined, determinable
      or otherwise, and there is no existing condition, situation or set of
      circumstances which could reasonably be expected to result in such a liability
      or debt.

    


    SECTION
      2.11  TAX FREE REORGANIZATION

    


    Neither
      SUB nor PARENT (i) has
      undertaken the obligation to investigate as to whether SUB or any entity
      affiliated therewith has taken or agreed to take any action that would prevent
      the Merger from qualifying as a reorganization within the meaning of Section
      368
      of the Code; or (ii) made any representation or warranty as to the qualification
      of the Merger as a reorganization within the meaning of Section 368 of the
      Code.
      Based on the foregoing, to the knowledge of SUB and PARENT, nether SUB nor
      PARENT nor any entity affiliated therewith has taken or agreed to take any
      action or is aware of any fact or circumstance that would prevent the Merger
      from qualifying as a reorganization within the meaning of Section 368 of the
      Code.

     

    SECTION
      2.12 TAX RETURNS AND PAYMENT 

     

    SUB and PARENT have filed all
      material Tax Returns required by it and have paid all Taxes shown thereon to
      be
      due, except for Taxes being contested in good faith.   There is
      no material claim for Taxes that is a lien against the property of SUB and
      PARENT other than liens for taxes not yet due and payable.  Neither
      SUB nor PARENT have received notification of any audit of any Tax Return of
      SUB
      and PARENT being conducted orpending by a Tax Authority where an
      adverse determination could have a Material Adverse Effect, no extension or
      waiver of the statute of limitations on the assessment of any taxes has been
      granted by SUB and PARENT which is currently in effect, and SUB and PARENT
      are
      not a party to any agreement, contract or arrangement with any Tax Authority,
      which may result in the payment of any material amount.  Neither SUB
      nor PARENT are a party
      to
      any tax-sharing or allocation agreement, nor does they owe any amount under
      any
      tax-sharing or allocation agreement. Neither SUB nor PARENT have been (nor
      does
      it have any liability for unpaid Taxes because it once was) a member of an
      “affiliated group” within the meaning of Code Section
      1502.


    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    
      SECTION
        2.13  BOARD
        APPROVAL AND SHAREHOLDER APPROVAL. 

       

    

    The
      Board of Directors of SUB and
      PARENT have approved this Agreement and the transactions contemplated hereby
      and
      SUB will submit it to the sole Stockholder for its approval. To the extent
      that
      shareholder approval of PARENT, SUB and/or TARGET is required by state corporate
      law, such shareholders have approved this Agreement and the transactions
      contemplated hereby.

    


    SECTION
      2.14  FULL DISCLOSURE

    


    The
      representations and warranties of
      SUB and PARENT contained in Article II of this Agreement or to be furnished
      in
      or in connection with documents mailed or delivered to the SUB Stockholders
      in
      connection with soliciting their consent to this Agreement, do not contain
      or
      will not contain, any untrue statement of a material fact, or omit to state
      a
      material fact required to be stated herein or therein or necessary to make
      the
      statements herein or therein, in the light of the circumstances under which
      they
      were made, not misleading.

    


    SECTION
      2.15  BROKERS’ AND FINDERS’ FEES

    


    Neither
      SUB nor PARENT has incurred,
      nor will they incur, directly or indirectly, any liability for brokers’ or
      finders’ fees or agents’ commissions or investment bankers’ fees or any similar
      charges in connection with this Agreement or any transaction contemplated
      hereby.

    


    SECTION
      2.16  PARENT SEC REPORTS

    


    Except
      as
      disclosed in the PARENT Schedules, PARENT has filed all forms, statements,
      reports and documents required to be filed or, if permissible, furnished by
      it
      with the Commission since such reports were required. The PARENT SEC Reports
      (i)
      were prepared in accordance with the requirements of the Securities Act or
      the
      Exchange Act, as the case may be, and the rules and regulations promulgated
      thereunder, and (ii) did not, at the time they were filed, or, if amended,
      as of
      the date of such amendment, contain any untrue statement of a material fact
      or
      omit to state a material fact required to be stated therein or necessary in
      order to make the statements made therein, in the light of the circumstances
      under which they were made, not misleading.  As of its filing date,
      each PARENT SEC Report complied as to form in all material respects with the
      applicable requirements of the Securities Act and the Exchange Act, as the
      case
      may be.  There has not occurred any material adverse change, or any
      development constituting a prospective material adverse change, in the
      condition, financial or otherwise, or in the earnings, business or operations
      of
      PARENT since its latest report on Form 10-QSB.  Neither the offer or
      sale of the PARENT Stock pursuant hereto nor the consummation of the
      transactions as contemplated by this Agreement give rise to any rights for
      or
      relating to the registration of shares of PARENT Common Stock or other
      securities of PARENT except as set forth on the PARENT Disclosure
      Schedule.  PARENT is not required to prepare and deliver to its
      shareholders and file with the Commission any proxy, information statement
      or
      similar report in advance of the consummation of the transactions contemplated
      hereby, except for such reports as may need be filed in accordance with Form
      8-K
      and Schedule 14F-1.

    


    In
      the
      event that PARENT is not current in filing all PARENT SEC Reports when due,
      or
      in the event that PARENT is no longer eligible to have its securities quoted
      on
      the Electronic Bulletin Board maintained by the Nasdaq Stock Market, Inc. on
      the
      Closing Date, TARGET may elect to terminate this Agreement.

    


     


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    ARTICLE
      III

     

    REPRESENTATIONS
      AND WARRANTIES OF TARGET

     

    Except
      as set forth in the TARGET SEC
      Reports or the TARGET Disclosure Schedule, disclosure in any one of which shall
      apply to any and all representations and warranties made in this Agreement,
      and
      except as otherwise disclosed in writing by TARGET to PARENT, TARGET hereby
      represents and warrants to PARENT, as of the date of this Agreement and as
      of
      the Effective Time, as follows:

    


    SECTION
      3.01  ORGANIZATION, STANDING AND POWER

    


    (i)           
      TARGET is a Nevada corporation duly formed, validly existing and in good
      standing under the laws of the State of Nevada and has full corporate power
      and
      authority to conduct its business as presently conducted by it and to enter
      into
      and perform this Agreement and to carry out the transactions contemplated by
      this Agreement. TARGET is duly qualified to do business in each state or other
      jurisdiction it owns or leases real property and where the failure to be so
      qualified and in good standing would have a Material Adverse Effect. A schedule
      of TARGET’S subsidiaries is attached hereto as Schedule 3.04, which discloses
      TARGET’S interests in any corporation, partnership (general or limited), limited
      liability company or other entity, whether foreign or domestic (collectively
      such ownership interests including capital stock).

    


    SECTION
      3.02  CAPITALIZATION

    


    The
      authorized capital stock of TARGET
      consists of 125,000,000 shares of common stock, $0.0002 par value per share,
      and
      15,000,000 shares of preferred stock, $.0001 par value per share. As of the
      date
      of this Agreement, there were approximately 93,004,647 shares of common stock
      issued and outstanding, and there were 3,350,750 shares of preferred stock
      issued and outstanding. Except as disclosed on Schedule 3.02(a)
      hereto, no shares have been reserved for issuance to any person, and there
      are
      no other outstanding rights, warrants, options or agreements for the purchase
      of
      capital stock from TARGET except as provided in this Agreement. Except as
      disclosed on Schedule
      3.02(b) hereto, no Person is entitled to any rights with respect to the
      issuance or transfer of the Issuable Shares. The outstanding shares are validly
      issued, fully paid, non-assessable, and have been issued in compliance with
      all
      state and federal securities laws or other Applicable Law.

    


    SECTION
      3.03  AUTHORITY FOR AGREEMENT

    


    The
      execution, delivery and performance
      of this Agreement by TARGET has been duly authorized by all necessary corporate
      or company action, as the case may be, and this Agreement constitutes the valid
      and binding obligation of TARGET, enforceable against it in accordance with
      its
      terms, except as enforceability may be affected by bankruptcy, insolvency or
      other laws of general application affecting the enforcement of creditors'
      rights. The execution and consummation of the transactions contemplated by
      this
      Agreement and compliance with its provisions by TARGET will not violate any
      provision of Applicable Law and will not conflict with or result in any breach
      of any of the terms, conditions, or provisions of, or constitute a default
      under, its certificate of incorporation or bylaws, or, in any material respect,
      any indenture, lease, loan agreement or other agreement instrument to which
      TARGET is a party or by which it or any of its properties are bound, or any
      decree, judgment, order, statute, rule or regulation applicable to TARGET except
      to the extent that any breach or violation of any of the foregoing would not
      constitute or result in a Material Adverse Effect.

    


    SECTION
      3.04  SUBSIDIARIES

    


    Except
      as disclosed on Schedule 3.04 hereof,
      TARGET has no other subsidiaries.

     

    
      SECTION
        3.05 STOCKHOLDERS 

       

    

    Except
      as disclosed on Schedule 3.05, there
      are no other holders of the TARGET Common Stock.

    


    SECTION
      3.06  GOVERNMENTAL CONSENT

    


    No
      consent, waiver, approval, order or
      authorization of, or registration, declaration or filing with, any court,
      administrative agency or commission or other federal, state, county, local
      or
      other foreign governmental authority,instrumentality,
      agency or commission or any third party, including a party to any agreement
      with
      TARGET, is required by or with respect to TARGET in connection with the
      execution and delivery of this Agreement or the consummation of the transactions
      contemplated hereby, except for (i) such consents, waivers, approvals, orders,
      authorizations, registrations, declarations and filings as may be required
      under
      applicable securities laws thereby, and (ii) the filing of the Certificate
      of
      Merger with the Secretary of State of the State of Nevada.


    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    SECTION
      3.07  STATUS OF TARGET; FINANCIAL STATEMENTS

    


    (i) Currently
      the shares of common stock of TARGET are quoted on the OTC:BB.

    


    (ii) Target
      is
      a reporting company.

    


    (iii) TARGET
      has made available to PARENT copies of its audited financial statements as
      of
      December 31, 2003, 2004 and 2005 for the three fiscal years then ended
      (collectively, “TARGET
      Financial Statements”).

    


    (iv) The
      TARGET Financial Statements (i) are consistent in all material respects with
      the
      books and records of TARGET; (ii) have been or will be prepared in accordance
      with GAAP consistently applied; (iii) reflect and provide adequate reserves
      and
      disclosures in respect of all liabilities of TARGET, including all contingent
      liabilities, as of the respective dates of the Financial Statements, and (iv)
      present fairly in all material respects the financial position of TARGET at
      such
      dates and the results of operations and cash flows of TARGET for the periods
      then ended.

    


    (v) Except
      as
      otherwise disclosed in the TARGET Disclosure Schedule or in the TARGET Financial
      Statements, TARGET does not have any liabilities or obligations that would
      be
      required to be set forth in TARGET Financial Statements in accordance with
      GAAP.

     

    
      SECTION
        3.08 LITIGATION 

       

    

    Except
      as otherwise disclosed in the
      TARGET Disclosure Schedule there is no action, suit, investigation, audit or
      proceeding pending against, or to the best knowledge of TARGET, threatened
      against or affecting, TARGET or any of its assets or properties before any
      court
      or arbitrator or any governmental body, agency or official.

    


    SECTION
      3.09  RESTRICTIONS ON BUSINESS ACTIVITIES

    


    There
      is no agreement (non-compete or
      otherwise), commitment, judgment, injunction, order or decree to which TARGET
      is
      a party or otherwise binding upon TARGET which has or may have the effect of
      prohibiting or impairing any business practice of TARGET, any acquisition of
      property (tangible or intangible) by TARGET or the conduct of business by
      TARGET.  Without limiting the foregoing, TARGET has not entered into
      any agreement under which TARGET is restricted from selling, licensing or
      otherwise distributing any of its technology or products to or providing
      services to, customers or potential customers or any class of customers, in
      any
      geographic area, during any period of time or in any segment of the
      market.

     

    
      SECTION
        3.10 INTERESTED PARTY TRANSACTIONS 

       

    

    Intentionally
      omitted.

    


    SECTION
      3.11  COMPLIANCE WITH APPLICABLE LAWS

    


    To
      the Knowledge of TARGET, the
      business of TARGET has not been, and is not being, conducted in violation of
      any
      Applicable Law, except for possible violations which individually or in the
      aggregate have not had and are not reasonably likely to have a Material Adverse
      Effect. No investigation or review by any governmental entity with respect
      to
      TARGET is pending or, to the Knowledge of TARGET, threatened, nor has any
      governmental entity indicated an intention to conduct the same, except for
      investigations or reviews which individually or in theaggregate
      would not have, nor be reasonably likely to have, a Material Adverse
      Effect.


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    


    SECTION
      3.12  GOVERNMENTAL AUTHORIZATION

    


    Schedule
      3.12
      accurately lists each consent, license, permit, grant or other authorization
      issued to TARGET by a governmental entity (i) pursuant to which TARGET currently
      operates or holds any interest in any of their properties or (ii) which is
      required for the operation of the business of TARGET or the holding of any
      such
      interest (collectively, the “TARGET
      Authorizations”).  The TARGET Authorizations are in full force
      and effect and constitute all TARGET Authorizations required to permit TARGET
      to
      operate or conduct its business or hold any interest in its properties or
      assets.

     

    
      SECTION
        3.13 ABSENCE OF CHANGES 

       

    

    Since
      the TARGET Financial Statements
      Date there has not been:

    


    (i)           
      any event, occurrence, development or state of circumstances or facts which
      would, individually or in the aggregate, have a Material Adverse Effect on
      TARGET;

    


    (ii)           
      any amendment of any material term of any outstanding security of
      TARGET;

    


    (iii)           
      any incurrence, assumption or guarantee by TARGET of any indebtedness for
      borrowed money;

    


    (iv)           
      any creation or other incurrence by TARGET of any Lien on any material
      asset;

    


    (v)           
      the making of any loan, advance or capital contributions to or investment in
      any
      Person;

    


    (vi)           
      any damage, destruction or other casualty loss (whether or not covered by
      insurance) affecting the business or any asset(s) of TARGET which would,
      individually or in the aggregate, have a Material Adverse Effect on
      TARGET;

    


    (vii)           
      any transaction or commitment made, or any contract or agreement entered into,
      by TARGET or any relinquishment by TARGET of any contract or other
      right;

    


    (viii)           
      any change in any method of accounting, method of tax accounting, or accounting
      practice by TARGET;

    


    (ix)           
      any (a) grant of any severance or termination pay to any current or former
      director, officer or employee of TARGET, (b) increase in benefits payable under
      any existing severance or termination pay policies or employment agreements,
      (c)
      entering into any employment, deferred compensation or other similar agreement
      (or any amendment to any such existing agreement) with any current or former
      director, officer or employee of TARGET, (d) establishment, adoption or
      amendment (except as required by applicable law) of any collective bargaining,
      bonus, profit sharing, thrift, pension, retirement, deferred compensation,
      compensation, stock option, restricted stock or other benefit plan or
      arrangement covering any current or former director, officer or employee of
      TARGET, or (e) increase in compensation, bonus or other benefits payable or
      otherwise made available to any current or former director, officer or employee
      of TARGET;

    


    (x)           
      any labor dispute, other than routine individual grievances; or

    


    (xi)           
      any tax election or any settlement or compromise of any tax liability, in either
      case that is material to TARGET.

    


    SECTION
      3.14  OPERATIONS SINCE FINANCIAL STATEMENTS DATE

    


    Since
      the TARGET Financial Statements
      Date, except for as contemplated by this Agreement or in the TARGET Financial
      Statements, TARGET:


    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    


    (i)           
      has operated its businesses substantially as it was operated prior to that
      date
      and only in the ordinary course;

    


    (ii)           
      has not declared or otherwise become liable with respect to any dividend or
      distribution of cash, assets or capital stock;

    


    (iii)           
      has maintained or kept current its books, accounts, records, payroll, and
      filings in the usual and ordinary course of business, consistent in all material
      respects with past practice; and

    


    (iv)           
      has not made any capital expenditure, commitment or investment other than in
      the
      ordinary course of business.

    


    SECTION
      3.15  NO UNDISCLOSED LIABILITIES

    


    Except
      as set forth on Schedule 3.15 hereto,
      there are no liabilities or debts of TARGET of any kind whatsoever, whether
      accrued, contingent, absolute, determined, determinable or otherwise, and there
      is no existing condition, situation or set of circumstances which could
      reasonably be expected to result in such a liability or debt.

     

    
      SECTION
        3.16 ACCOUNTS RECEIVABLE 

       

    

    (i) TARGET
      has made available to SUB a list of all consolidated accounts receivable of
      TARGET (“Accounts
      Receivable”) as of June 30, 2007 along with a range of days elapsed since
      the date of each invoice.

    


    (ii)           
      Except as set forth on Schedule 3.16(a), all
      Accounts Receivable of TARGET arose in the ordinary course of business and
      are
      collectible except to the extent of reserves therefore set forth in the TARGET
      Financial Statements Date.  Except as set forth on Schedule 3.16(b), no
      person has any Lien on any of such Accounts Receivable and no request or
      agreement for deduction or discount has been made with respect to any of such
      Accounts Receivable.

    


    SECTION
      3.17  INSURANCE

     

    TARGET
      has obtained and maintained in
      full force and effect insurance with responsible and reputable insurance
      companies or associations in such amounts, on such terms and covering such
      risks, including fire and other risks insured against by extended coverage,
      as
      is reasonably prudent.  With respect to the insurance policies and
      fidelity bonds covering the assets, business, equipment, properties, operations,
      employees, officers and directors of TARGET, there is no claim by TARGET pending
      under any of such policies or bonds as to which coverage has been questioned,
      denied or disputed by the underwriters of such policies or bonds.  All
      premiums due and payable under all such policies and bonds have been
      paid.  TARGET is otherwise in material compliance with the terms of
      such policies and bonds (or other policies and bonds providing substantially
      similar insurance coverage).  TARGET has no Knowledge of any
      threatened termination of, or material premium increase with respect to, any
      of
      such policies.

    


    SECTION
      3.18  TITLE TO PROPERTIES; LIENS

    


    TARGET
      does not own any real
      property.  All of the assets of TARGET, except those disposed of in
      the ordinary course of business, are free and clear of all Liens, security
      interests, charges and encumbrances, except (i) as disclosed on the TARGET
      Financial Statements, (ii) Liens for current taxes not yet due and payable,
      (iii) Liens in favor of any lessor with respect to capital lease obligations
      disclosed in Schedule
      3.18 attached hereto, (iv) such imperfections of title or zoning
      restrictions, easements or encumbrances, if any, as do not materially interfere
      with the present use of such property or assets, and (vi) Liens which arise
      by
      operation of law.

     

    
      SECTION
        3.19 MATERIAL CONTRACTS 

       

    

    Except
      for:  (i) contracts
      with clients and other contracts executed by TARGET in the ordinary course
      of
      business; (ii) employment agreements with officers; and (iii) other material
      contracts which are listed on Schedule 3.19(a)
      hereof, TARGET is not a party to or bound by any material indenture, lease,
      license, loan agreement, otheragreement or other instrument
      (collectively, the “Material
      Contracts”).  Except as disclosed on Schedule
      3.19(b)
      hereof, TARGET’s Material Contracts are enforceable in accordance with their
      respective terms, and to the knowledge of TARGET, TARGET is not in violation
      of,
      and has received no notice of being in violation of such Material
      Contracts.


    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    
      SECTION
        3.20 NON-CONTRAVENTION 

       

    

    The
      execution and delivery by TARGET of
      this Agreement and the consummation by TARGET of the transactions contemplated
      hereby and performance of their obligations hereunder do not and will not (i)
      violate the Certificate of Incorporation or Bylaws of TARGET, (ii) violate
      any
      applicable law, rule, regulation, judgment, injunction, order or decree, (iii)
      require any consent or other action by any Person under, constitute a default
      under, result in a violation of, conflict with, or give rise to any right of
      termination, cancellation or acceleration of any right or obligation of TARGET,
      or to a loss of any benefit to which TARGET is entitled under any provision
      of
      any agreement or other instrument binding upon TARGET, or any license,
      franchise, permit, certificate, approval or other similar authorization
      affecting, or relating in any way to, the assets or business of TARGET, or
      (iv)
      result in the creation or imposition of any Lien (as defined herein) on any
      asset of TARGET.

     

    SECTION
      3.21 LABOR RELATIONS 

     

    TARGET is not a party to any
      collective bargaining agreement and, to the Knowledge of TARGET, no
      organizational efforts are presently being made with respect to any employees
      of
      TARGET.  TARGET has complied in all material respects with all
      applicable laws (including, but not limited to, the Employee Retirement Income
      Security Act of 1974, as amended (“ERISA”)), and
      regulations relating to employment matters including, but not limited to, those
      relating to wages, hours, discrimination and payment of social security and
      similar taxes.

     

    
      SECTION
        3.22 TAX RETURNS AND PAYMENT 

       

    

    Except
      as disclosed on Schedule 3.22 hereof,
      TARGET has filed all material Tax Returns required from it and has paid all
      Taxes shown thereon to be due, except as reflected in the TARGET Financial
      Statements and except for Taxes being contested in good faith and except for
      such delinquent tax returns that TARGET is required to file within 90 days
      after
      the Effective Time of the Merger.   Except as disclosed in the
      TARGET Financial Statements, there is no material claim for Taxes that is a
      lien
      against the property of TARGET other than liens for taxes not yet due and
      payable.  TARGET has not received notification of any audit of any Tax
      Return of TARGET being conducted or pending by a Tax Authority where an adverse
      determination could have a Material Adverse Effect, no extension or waiver
      of
      the statute of limitations on the assessment of any taxes has been granted
      by
      TARGET which is currently in effect, and TARGET is not a party to any agreement,
      contract or arrangement with any Tax Authority, which may result in the payment
      of any material amount in excess of the amount reflected on the TARGET Financial
      Statements. .  TARGET is not a party
      to
      any tax-sharing or allocation agreement, nor does it owe any amount under any
      tax-sharing or allocation agreement. TARGET has never been (nor does it have
      any
      liability for unpaid Taxes because it once was) a member of an “affiliated
      group” within the meaning of Code Section 1502.

     

    
      SECTION
        3.23 INTELLECTUAL PROPERTY 

    

     

    Except
      as disclosed on Schedule 3.23 hereof,
      TARGET has title to all material patents, trademarks or trade secrets, or
      adequate licenses and rights to use the patents, trademarks, copyrights, trade
      names and trade secrets of others, necessary to the conduct of its business.
      The
      business of TARGET is being carried on without known conflicts with patents,
      licenses, trademarks, copyrights, trade names and trade secrets of others and,
      to the Knowledge of TARGET, no other persons are conducting their businesses
      in
      conflict with patents, licenses, trademarks, copyrights, trade names and trade
      secrets used by TARGET.

     

    
      SECTION
        3.24 ENVIRONMENTAL MATTERS 

       

    

    To
      the Knowledge of TARGET: (i) TARGET
      has obtained all material permits and licenses which are required in connection
      with its business under all applicable laws and regulations relating to
      pollution or protection of the environment (the “Environmental Laws”)
      and is in material compliance therewith; (ii) TARGET has at all times conducted
      its business in material compliance with all Environmental Laws and TARGET
      has
      not receivedany written notice of any past, present or
      future events, conditions or circumstances, which would interfere with or
      prevent material compliance or continued material compliance with any
      Environmental Laws or which form the basis of any material claim, demand or
      investigation, based on or related to TARGET’s business or other activities;
      (iii) there is no civil, criminal or administrative action or proceeding pending
      or threatened against TARGET, arising under any Environmental Laws; and (iv)
      there does not exist, and at no time since TARGET acquired any premises leased
      or used by it, has there existed any conditions that TARGET believes would
      require remediation by TARGET under any Environmental Laws


    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    
      SECTION
        3.25 EMPLOYMENT AGREEMENTS 

    

    


    Schedule
      3.25 hereof
      lists each employment agreement between TARGET and any director, officer or
      employee of TARGET and copies of all such agreements have been provided to
      SUB
      prior to the date hereof. Except as provided in such employment agreements,
      all
      other employees of TARGET are terminable at will without expense or liability
      to
      TARGET other than as may be set forth in said Schedule 3.25
      attached hereto or as may be required by law.

    


    
      SECTION
        3.26 WARRANTY CLAIMS 

    

    


    To
      the Knowledge of TARGET and except
      as set forth in Schedule 3.26
      attached hereto, there are no pending or threatened material claims against
      TARGET for any work performed by TARGET for any client, including but not
      limited to, any services rendered under any warranties.

    


    SECTION
      3.27  BROKERS’ AND FINDERS’ FEES

    


    TARGET
      has not incurred, nor will it
      incur, directly or indirectly, any liability for brokers’ or finders’ fees or
      agents’ commissions or investment bankers’ fees or any similar charges in
      connection with this Agreement or any transaction contemplated
      hereby.

    


    SECTION
      3.28  BOARD APPROVAL

    


    The
      Board of Directors of TARGET has
      approved this Agreement and the transactions contemplated hereby and will submit
      it to the Stockholders for their approval.

    


    SECTION
      3.29  FULL DISCLOSURE

    


    The
      representations and warranties of
      TARGET contained in this Article III of this Agreement or to be furnished in
      or
      in connection with documents mailed or delivered to the Stockholders of TARGET
      in connection with soliciting their consent to this Agreement, do not contain
      or
      will not contain, any untrue statement of a material fact, or omit to state
      a
      material fact required to be stated herein or therein or necessary to make
      the
      statements herein or therein, in the light of the circumstances under which
      they
      were made, not misleading.

    


    SECTION
      3.30  TARGET SEC REPORTS

    


    Except
      as
      disclosed in the TARGET Schedules, TARGET has filed all forms, statements,
      reports and documents required to be filed or, if permissible, furnished by
      it
      with the Commission since such forms have been required. The TARGET SEC Reports
      (i) were prepared in accordance with the requirements of the Securities Act
      or
      the Exchange Act, as the case may be, and the rules and regulations promulgated
      thereunder, and (ii) did not, at the time they were filed, or, if amended,
      as of
      the date of such amendment, contain any untrue statement of a material fact
      or
      omit to state a material fact required to be stated therein or necessary in
      order to make the statements made therein, in the light of the circumstances
      under which they were made, not misleading.  As of its filing date,
      each TARGET SEC Report complied as to form in all material respects with the
      applicable requirements of the Securities Act and the Exchange Act, as the
      case
      may be.


    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    ARTICLE
      IV

     

    CERTAIN
      COVENANTS AND AGREEMENTS


    


    
      SECTION
        4.01 COVENANTS OF TARGET 

    

    


    TARGET
      covenants and agrees that,
      during the period from the date of this Agreement until the Closing Date, TARGET
      shall conduct its business as presently operated and solely in the ordinary
      course, and consistent with such operation, and, in connection therewith,
      without the written consent of SUB and PARENT:

    


    (i)           
      shall not amend its Certificate of Incorporation or Bylaws;

    


    (ii)           
      shall not pay or agree to pay to any employee, officer or director compensation
      that is in excess of the current compensation level of such employee, officer
      or
      director other than salary increases or payments made in the ordinary course
      of
      business or as otherwise provided in any contracts or agreements with any such
      employees;

    


    (iii)           
      shall not merge or consolidate with any other entity or acquire or agree to
      acquire any other entity;

    


    (iv)           
      shall not sell, transfer, or otherwise dispose of any assets required for the
      operations of TARGET’s business except in the ordinary course of business
      consistent with past practices;

    


    (v)           
      shall not create, incur, assume, or guarantee any indebtedness for money
      borrowed except in the ordinary course of business, or create or suffer to
      exist
      any mortgage, lien or other encumbrance on any of its assets, except those
      in
      existence on the date hereof or those granted pursuant to agreements in effect
      on the date of this Agreement or provided by SUB and PARENT and/or any of their
      affiliates;

    


    (vi) shall
      not
      make any capital expenditure or series of capital expenditures except in the
      ordinary course of business, with the exception of the acquisition referred
      to
      in Section 4.01(iii) hereof;

    


    (vii) shall
      not
      declare or pay any dividends on or make any distribution of any kind with
      respect to the TARGET Common Stock;

    


    (viii)           
      shall maintain its facilities, assets and properties in reasonable repair,
      order
      and condition, reasonable wear and tear excepted, and to notify SUB and PARENT
      immediately in the event of any material loss or damage to any of TARGET’s
      material assets;

    


    (ix)           
      shall maintain in full force and effect all present insurance coverage of the
      types and in the amounts as are in effect as of the date of this
      Agreement;

    


    (x)           
      shall seek to preserve the present employees, reputation and business
      organization of TARGET and TARGET’s relationship with its clients and others
      having business dealings with it;

    


    (xi)           
      shall not issue any additional TARGET Common Stock or take any action affecting
      the capitalization of TARGET;

    


    (xii)           
      shall use commercially reasonable efforts to comply with and not be in default
      or violation under any law, regulation, decree or order applicable to TARGET’s
      business, operations or assets where such violation would have a Material
      Adverse Effect;

    


    (xiii)           
      shall not grant any severance or termination pay to any director, officer or
      any
      other employees of TARGET, other than pursuant to agreements in effect on the
      date of this Agreement or as otherwise disclosed in the documents delivered
      pursuant to this Agreement;

    


    (xiv)           
      shall not change any of the accounting principles or practices used by it,
      except as may be required as a result of a change in law or in GAAP, whether
      in
      respect of Taxes or otherwise;

    


    (xv)           
      shall not terminate or waive any right of substantial value other than in the
      ordinary course of business; and


    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    


    


    (xvi) shall
      not
      enter into any material contract or commitment other than in the ordinary course
      of business.

     

    SECTION
      4.02  COVENANTS OF PARENT

    


    PARENT
      covenants and agrees that,
      during the period from the date of this Agreement until the Closing Date, PARENT
      shall conduct its business as presently operated and solely in the ordinary
      course, and consistent with such operation, and, in connection therewith,
      without the written consent of TARGET:

    


    (i)           
      Employment
      Additionally, PARENT shall employ such employees of TARGET as determined by
      PARENT, upon such terms and conditions as shall be acceptable to PARENT and
      such
      individuals.

    


    (ii)           
      Resignation of
      Directors, Nomination of Directors and Officers.  PARENT shall,
      prior to the Closing, cause none of its directors to resign subsequent to the
      Effective Time.  In addition, PARENT agrees and accepts the officers
      and directors of the PARENT following the Merger of persons listed on Schedule 1.05(a),
      until the earlier of their death, resignation or removal or until their
      respective successors are duly appointed and qualified.

    


    (iii)           
      shall not amend its Certificate of Incorporation or Bylaws;

    


    (iv)           
      shall not pay or agree to pay to any employee, officer or director compensation
      that is in excess of the current compensation level of such employee, officer
      or
      director other than salary increases or payments made in the ordinary course
      of
      business or as otherwise provided in any contracts or agreements with any such
      employees;

    


    (v)           
      shall not merge or consolidate with any other entity or acquire or agree to
      acquire any other entity;

    


    (vi)           
      shall not sell, transfer, or otherwise dispose of any assets required for the
      operations of PARENT’s business except in the ordinary course of business
      consistent with past practices;

    


    (vii)           
      shall not create, incur, assume, or guarantee any indebtedness for money
      borrowed except in the ordinary course of business, or create or suffer to
      exist
      any mortgage, lien or other encumbrance on any of its assets, except those
      in
      existence on the date hereof or those granted pursuant to agreements in effect
      on the date of this Agreement or provided by TARGET and/or any of its
      affiliates;

    


    (viii)           
      shall not make any capital expenditure or series of capital expenditures except
      in the ordinary course of business;

    


    (ix)           
      shall not declare or pay any dividends on or make any distribution of any kind
      with respect to its securities;

    


    (x)           
      shall maintain its facilities, assets and properties in reasonable repair,
      order
      and condition, reasonable wear and tear excepted, and to notify TARGET
      immediately in the event of any material loss or damage to any of PARENT’s
      material assets;

    


    (xi)           
      shall maintain in full force and effect all present insurance coverage of the
      types and in the amounts as are in effect as of the date of this
      Agreement;

    


    (xii)           
      shall seek to preserve the present employees, reputation and business
      organization of SUB and PARENT and SUB’s and PARENT’s relationship with its
      clients and others having business dealings with it;

    


    (xiii)           
      shall not issue any securities other than as contemplated hereby.

    


    (xiv)           
      shall use commercially reasonable efforts to comply with and not be in default
      or violation under any law, regulation, decree or order applicable to SUB’s and
      PARENT’s business, operations or assets where such violation would have a
      Material Adverse Effect;


    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    


    (xv)           
      shall not grant any severance or termination pay to any director, officer or
      any
      other employees of SUB and PARENT except as otherwise disclosed in the documents
      delivered pursuant to this Agreement;

    


    (xvi)           
      shall not change any of the accounting principles or practices used by it,
      except as may be required as a result of a change in law or in GAAP, whether
      in
      respect of Taxes or otherwise;

    


    (xvii) shall
      not
      terminate or waive any right of substantial value other than in the ordinary
      course of business;

    


    (xviii) shall
      not
      enter into any material contract or commitment other than in the ordinary course
      of business; and

    


    (xix) during
      the period from the date of this Agreement until the Closing Date, SUB and
      PARENT shall conduct its business as presently operated and solely in the
      ordinary course, and consistent with such operation, and, in connection
      therewith, without the written consent of TARGET.

    


    SECTION
      4.03  COVENANTS OF THE PARTIES

    


    (i)           
      Tax-free
      Reorganization.  The Parties intend that the transactions
      contemplated hereby qualify as a tax free reorganization under Code Section
      368(a)(1)(A) and the parties will take the position for all purposes that the
      transactions contemplated hereby qualify as a reorganization under such
      Section.  In addition, the Parties covenant and agree that they will
      not engage in any action, or fail to take any action, which action or failure
      to
      act would reasonably be expected to cause the Merger to fail to qualify as
      a
“reorganization” under Code Section 368(a), whether or not otherwise permitted
      by the provisions of this Agreement;

    


    (ii)           
      Announcement.  Neither
      TARGET, on the one hand, nor SUB and PARENT on the other hand, shall issue
      any
      press release or otherwise make any public statement with respect to this
      Agreement or the transactions contemplated hereby without the prior consent
      of
      the other Parties (which consent shall not be unreasonably withheld), except
      as
      may be required by applicable law or securities regulation. Notwithstanding
      anything in this Section 4.03 to the contrary, the Parties will, to the extent
      practicable, consult with each other before issuing, and provide each other
      the
      opportunity to review and comment upon, any such press release or other public
      statements with respect to this Agreement and the transactions contemplated
      hereby whether or not required by Applicable Law.

    


    (iii)           
      Notification of
      Certain Matters.  TARGET shall give prompt notice to SUB and
      PARENT, and SUB and PARENT shall give prompt notice to TARGET, of:

    


    (a)           
      The occurrence, or nonoccurrence, of any event the occurrence, or nonoccurrence,
      of which would be reasonably likely to cause any representation or warranty
      contained in this Agreement to be untrue or inaccurate in any material respect
      at or prior to the Effective Time; and

    


    (b)           
      Any material failure of TARGET on the one hand, or SUB and PARENT, on the other
      hand, to comply with or satisfy any covenant, condition or agreement to be
      complied with or satisfied by it hereunder.

    


    (iv)           
      Reasonable Best
      Efforts.  Before Closing, upon the terms and subject to the
      conditions of this Agreement, the Parties agree to use their respective
      reasonable best efforts to take, or cause to be taken, all actions, and to
      do,
      or cause to be done, all things necessary, proper or advisable (subject to
      applicable laws) to consummate and make effective the Merger and other
      transactions contemplated by this Agreement as promptly as practicable
      including, but not limited to:

    


    (a)           
      The preparation and filing of all forms, registrations and notices required
      to
      be filed to consummate the Merger, including without limitation, the corporate
      resolutions to be sent to the SUB Stockholders (including the definitive and any
      amendments thereto, the “Shareholder Resolution”), and the other approvals,
      consents, orders, exemptions or waivers by any third party or governmental
      entity; and


    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    


    


    (b)           
      The satisfaction of the other Parties' conditions precedent to
      Closing.

    


    (v)           
      Representation of
      Counsel. Each of the Parties has engaged separate counsel and have relied
      upon the advice provided by their counsel.  .

    


    (vi)           
      Shareholder
      Resolution.  SUB will use its reasonable best efforts to seek
      the approval of the SUB Stockholders for the Merger. As promptly as is
      reasonably practicable after the date of this Agreement, SUB shall deliver
      to
      its sole Stockholder a corporate resolution and copy of this Agreement for
      the
      purpose of approving and authorizing this Agreement.

    


    (vii)           
      Access to
      Information

    


    (a)           
      Inspection by
      TARGET.  SUB and PARENT will make available for inspection by
      TARGET, during normal business hours and in a manner so as not to interfere
      with
      normal business operations, all of SUB’s and PARENT’s records (including tax
      records), books of account, premises, contracts and all other documents in
      SUB’s
      and PARENT’s possession or control that are reasonably requested by TARGET to
      inspect and examine the business and affairs of SUB and PARENT. SUB and PARENT
      will cause its managerial employees and regular independent accountants to
      be
      available upon reasonable advance notice to answer questions of TARGET
      concerning the business and affairs of SUB and PARENT.  TARGET will
      treat and hold as confidential any information they receive from SUB and PARENT
      in the course of the reviews contemplated by this Section
      4.03(vii).  No examination by TARGET will, however, constitute a
      waiver or relinquishment by TARGET of its rights to rely on SUB’s and PARENT’s
      covenants, representations and warranties made herein or pursuant
      hereto.

    


    (b)           
      Inspection by
      SUB.  TARGET will make available for inspection by SUB and
      PARENT, during normal business hours and in a manner so as not to interfere
      with
      normal business operations, all of TARGET’s records (including tax records),
      books of account, premises, contracts and all other documents in TARGET’s
      possession or control that are reasonably requested by SUB and PARENT to inspect
      and examine the business and affairs of TARGET. TARGET will cause its managerial
      employees and regular independent accountants to be available upon reasonable
      advance notice to answer questions of SUB and PARENT concerning the business
      and
      affairs of TARGET.  SUB and PARENT will treat and hold as confidential
      any information they receive from TARGET in the course of the reviews
      contemplated by this Section 4.03 (vii).  No examination by SUB and
      PARENT will, however, constitute a waiver or relinquishment by SUB and PARENT
      of
      its rights to rely on TARGET’s covenants, representations and warranties made
      herein or pursuant hereto.

    


    ARTICLE
      V

     

    CONDITIONS
      PRECEDENT

    


    SECTION
      5.01  CONDITIONS PRECEDENT TO THE PARTIES' OBLIGATIONS

    


    The
      obligations of the Parties as
      provided herein shall be subject to each of the following conditions precedent,
      unless waived by the parties:

    


    (i)           
      Consents,
      Approvals.  The Parties shall have obtained all consents and
      approvals of their respective boards of directors and stockholders, and all
      material consents, including any material consents and waivers by the Parties’
respective lenders and other third-parties, if necessary, to the consummation
      of
      the transactions contemplated by this Agreement.

    


    (ii)           
      Absence of Certain
      Litigation.  No action or proceeding shall be threatened or
      pending before any governmental entity or authority which, in the reasonable
      opinion of counsel for the Parties, is likely to result in a restraint,
      prohibition or the obtaining of damages or other relief in connection with
      this
      Agreement or the consummation of the Merger.

    


     


    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

    SECTION
      5.02 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SUB AND PARENT 


    The
      obligations of SUB and PARENT as
      provided herein shall be subject to each of the following conditions precedent,
      unless waived by SUB and PARENT:

    


    (i)           
      Consents And
      Approvals.  TARGET shall have obtained all material consents,
      including any material consents and waivers by TARGET's lenders and other
      third-parties, if necessary, to the consummation of the transactions
      contemplated by this Agreement.

    


    (ii)           
      Representations
      and
      Warranties. The representations and warranties by TARGET in Article III
      herein shall be true and accurate in all material respects on and as of the
      Closing Date with the same force and effect as though such representations
      and
      warranties had been made at and as of the Closing Date, except to the extent
      that any changes therein are specifically contemplated by this
      Agreement.

    


    (iii)           
      Performance.
      TARGET shall have performed and complied in all material respects with all
      agreements to be performed or complied with by them pursuant to this Agreement
      prior at or prior to the Closing.

    


    (iv)           
      Proceedings and
      Documents. All corporate and other proceedings in connection with the
      transactions contemplated by this Agreement and all documents and instruments
      incident to such transactions shall be reasonably satisfactory in substance
      and
      form to SUB and PARENT and its counsel, and SUB and its counsel shall have
      received all such counterpart originals (or certified or other copies) of such
      documents as they may reasonably request.

    


    (vi)           
      Certificate of Good
      Standing. TARGET shall have delivered to SUB and PARENT a certificate as
      to the good standing of TARGET in the State of Nevada certified by the Secretary
      of State of the State of Nevada on or within 20 calendar days of the Closing
      Date.

    


    (vii)           
      Material
      Changes. Except as contemplated by this Agreement, since the date hereof,
      TARGET shall not have suffered a Material Adverse Effect.

    


    (viii) Certified
      List of
      Shareholders. TARGET shall have delivered to PARENT a certified list of
      shareholders and their shareholdings from the Transfer Agent, as well as a
      schedule showing any options, warrants, scrip or any other rights to purchase
      stock, plus the terms of any such purchase rights.

    


    (ix) Audited
      Financial Statements
      of TARGET, DPC and A4. TARGET shall have been delivered to PARENT, a
      certified list of shareholders and their shareholdings from the Transfer Agent,
      as well as a schedule showing any options, warrants, scrip or any other rights
      to purchase stock, plus the terms of any such purchase rights.

    


    
      SECTION
        5.03 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF TARGET 

    

    


    The
      obligation of TARGET on the Closing
      Date as provided herein shall be subject to the satisfaction, on or prior to
      the
      Closing Date, of the following conditions precedent, unless waived by
      TARGET:

    


    (i)           
      Consents And
      Approvals.  SUB and PARENT shall have obtained the consent and
      approval of their respective lenders and other third-parties, if necessary,
      to
      the consummation of the transactions contemplated by this
      Agreement.

    


    (ii)           
      Representations
      And
      Warranties. The representations and warranties by SUB and PARENT in
      Article II herein shall be true and accurate in all material respects on and
      as
      of the Closing Date with the same force and effect as though such
      representations and warranties had been made at and as of the Closing Date,
      except to the extent that any changes therein are specifically contemplated
      by
      this Agreement.

    


    (iii)           
      Performance.
      SUB and PARENT shall have performed and complied in all material respects with
      all agreements to be performed or complied with by them pursuant to this
      Agreement prior to or at the Closing.

    


    (iv)           
      Proceedings And
      Documents. All corporate, company and other proceedings in connection
      with


    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    


    the
      transactions contemplated by this Agreement and all documents and instruments
      incident to such transactions shall be reasonably satisfactory in substance
      and
      form to TARGET and its counsel, and TARGET and its counsel shall have received
      all such counterpart originals (or certified or other copies) of such documents
      as they may reasonably request.

    


    (v)           
      Certificate of Good
      Standing. SUB and PARENT shall have delivered to TARGET a certificate as
      to the good standing of SUB certified by the Secretary of State of the State
      of
      Nevada, on or within 2 business days of the Closing Date.

    


    (vi) Material
      Changes.
      Except as contemplated by this Agreement, since the date hereof, SUB shall
      not
      have suffered a Material Adverse Effect.

    


    (vii) Certified
      List of
      Shareholders. PARENT shall have delivered to TARGET a certified list of
      shareholders and their shareholdings from the Transfer Agent, as well as a
      schedule showing any options, warrants, scrip or any other rights to purchase
      stock, plus the terms of any such purchase rights.

    


    (viii) FINANCING.
      Delivery
      of FINANCING as described in Section 1.12 herein.

    


    ARTICLE
      VI

     

    TERMINATION,
      AMENDMENT AND WAIVER

    


    SECTION
      6.01  TERMINATION

    


    This
      Agreement may be terminated and
      the Merger may be abandoned at any time prior to the Effective Time
      by:

    


    (i)           
      The mutual written consent of the Boards of Directors of the
      Parties;

    


    (ii)           
      Either SUB and PARENT, on the one hand, or TARGET, on the other hand, if any
      governmental entity or court of competent jurisdiction shall have issued an
      order, decree or ruling or taken any other action (which order, decree, ruling
      or other action the parties to this Agreement shall use their reasonable efforts
      to lift), which restrains, enjoins or otherwise prohibits the Merger or the
      acceptance for payment of, or payment for, Issuable Shares pursuant to the
      Merger and such order, decree, ruling or other action shall have become final
      and non-appealable;

    


    (iii)           
      SUB and PARENT, if TARGET shall have breached in any material respect any of
      their respective representations, warranties, covenants or other agreements
      contained in this Agreement, and the breach cannot be or has not been cured
      within 15 calendar days after the giving of written notice by SUB and PARENT
      to
      TARGET;

    


    (iv)           
      TARGET, if SUB and PARENT shall have breached in any material respect any of
      their representations, warranties, covenants or other agreements contained
      in
      this Agreement, and the breach cannot be or has not been cured within 15
      calendar days after the giving of written notice by TARGET to SUB and PARENT;
      or

    


    
      (ix)  Without
        any action on the part of the Parties if required by Applicable
        Law.

    

    


    (x) On
      January 31, 2008 if the Merger is not closed prior thereto, unless this date
      is
      extended by the mutual agreement in writing of the Parties prior
      thereto.

    


    (xi) TARGET
      and/or PARENT if the provisions of Section 4.02(iii) have not been
      satisfied.

    


    SECTION
      6.02  EFFECT OF TERMINATION

    


    If
      this Agreement is terminated as
      provided in Section 6.01, written notice of such termination shall be given
      by
      the terminating Party to the other Party specifying the provision of this
      Agreement pursuant to which such termination is made, this Agreement shall
      become null and void and there shall be no liability on the part of
      SUBand PARENT or TARGET; provided that nothing in this
      Agreement shall relieve any Party from any liability or obligation with respect
      to any willful breach of this Agreement.


    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    


    ARTICLE
      VII

     

    CONFIDENTIALITY;
      NON-SOLICITATION; EXCLUSIVITY

    


    SECTION
      7.01  CONFIDENTIALITY

    


    SUB
      and PARENT, on the one hand, and
      TARGET, on the other hand, will keep confidential all information and documents
      obtained from the other, including but not limited to any information or
      documents provided pursuant to Section 4.03(vii) hereof, which are designated
      by
      such Party as confidential (except for any information disclosed to the public
      pursuant to a press release authorized by the Parties) and in the event the
      Closing does not occur or this Agreement is terminated for any reason, will
      promptly return such documents and all copies of such documents and all notes
      and other evidence thereof, including material stored on a computer, and will
      not use such information for its own advantage, except to the extent that (i)
      the information must be disclosed by law, (ii) the information becomes publicly
      available by reason other than disclosure by the Party subject to the
      confidentiality obligation, (iii) the information is independently developed
      without use of or reference to the other Party’s confidential information, (iv)
      the information is obtained from another source not obligated to keep such
      information confidential, or (v) the information is already publicly known
      or
      known to the receiving Party when disclosed as demonstrated by written
      documentation in the possession of such Party at such time.

    


    SECTION
      7.02  NON-SOLICITATION

    


    During
      the period from the date of this
      Agreement until the consummation or termination of this Agreement or the Merger
      and, in the event of the termination of this Agreement or the Merger for any
      reason, during the one (1) year period following the date of such termination,
      neither Party shall, without the consent of the other Party, directly or
      indirectly solicit the employment or engagement, as an employee or consultant,
      any “restricted employee” or encourage any “restricted employee” to leave the
      employment of the other Party or any subsidiary of the other Party.  A
“restricted employee” shall mean any person who is employed by a Party or any of
      its subsidiaries on the date of this Agreement or at any time during the six
      (6)
      months prior thereto.

    


    
      SECTION
        7.03 EXCLUSIVITY 

    

    


    Except
      for the transactions
      contemplated by this Agreement, none of the Parties shall (i) solicit, initiate,
      or encourage the submission of any proposal or offer relating to the acquisition
      of any capital stock or other voting securities or any substantial portion
      of
      the assets of such or any other Party hereto (including any acquisition
      structured as a merger, consolidation, or share exchange) or (ii) participate
      in
      any discussions or negotiations regarding, furnish any information with respect
      to, assist or participate in, or facilitate in any other manner any effort
      or
      attempt by any Person to do or seek any of the foregoing.  The Parties
      shall notify each other Party immediately if any Person makes any proposal,
      offer, inquiry, or contact with respect to any of the foregoing.

    


    ARTICLE
      VIII

     

    INDEMNIFICATION

    


    
      SECTION
        8.01 INDEMNIFICATION BY SUB AND PARENT 

    

    


    SUB
      and PARENT shall indemnify, defend
      and hold harmless, TARGET, and each person who is now, or has been at any time
      prior to the date hereof or who becomes prior to the Closing, an officer,
      director or partner of, TARGET or an employee of, TARGET and their respective
      heirs, legal representatives, successors and assigns (the “TARGET Indemnified
      Parties”) against all losses, claims, damages, costs, expenses (including
      attorneys’ fees), liabilities or judgments or amounts that are paid in
      settlement of or in connection with any threatened or actual claim, action,
      suit, proceeding or investigation based in whole or in part on or arising in
      whole or in part out of (i) any breach of this Agreement by SUB and PARENT,
      including but not limited to failure of any representation or warranty to be
      true and correct at or before the Closing, or (ii) any act, omission or conduct
      of any officer, director or agent of SUB and PARENT prior to the Closing,
      whether asserted or claimed prior to, or at or after, the Closing, or (iii)
      relating to the consummation of the transactions contemplated herein, and any
      action taken in connectiontherewith (“TARGET Indemnified
      Liabilities”).  Any TARGET Indemnified Party wishing to claim
      indemnification under this Section 8.01, upon learning of any such claim,
      action, suit, proceeding or investigation, shall notify SUB and PARENT, but
      the
      failure so to notify shall not relieve SUB and PARENT from any liability that
      it
      may have under this Section 8.01, except to the extent that such failure would
      materially prejudice SUB and PARENT.


    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    
      SECTION
        8.02 INDEMNIFICATION BY TARGET 

    

    


    TARGET
      shall indemnify, defend and hold
      harmless SUB and PARENT and each person who is now, or has been at any time
      prior to the date hereof or who becomes prior to the Closing, an officer,
      director or partner of SUB and PARENT, or an employee of SUB and PARENT and
      their respective heirs, legal representatives, successors and assigns
      (collectively the “SUB Indemnified Parties”) against all losses, claims,
      damages, costs, expenses (including attorneys’ fees), liabilities or judgments
      or amounts that are paid in settlement of or in connection with any threatened
      or actual claim, action, suit, proceeding or investigation based in whole or
      in
      part on or arising in whole or in part out of (i) any breach of this Agreement
      by TARGET, including but not limited to failure of any representation or
      warranty to be true and correct at or before the Closing, or (ii) any act,
      omission or conduct of any officer, director or agent of TARGET prior to the
      Closing, whether asserted or claimed prior to, or at or after, the Closing,
      or
      (iii) relating to the consummation of the transactions contemplated herein,
      and
      any action taken in connection therewith (collectively “SUB Indemnified
      Liabilities”).  Any SUB Indemnified Party wishing to claim
      indemnification under this Section 8.02, upon learning of any such claim,
      action, suit, proceeding or investigation, shall notify TARGET, but the failure
      so to notify shall not relieve TARGET from any liability that it may have under
      this Section 8.02, except to the extent that such failure would materially
      prejudice TARGET.

    


    
      SECTION
        8.03 SURVIVAL OF INDEMNIFICATION 

    

    


    All
      rights to indemnification under
      this Article 8 shall survive the consummation of the Merger and the termination
      of this Agreement.  The provisions of this Article 8 are intended to
      be for the benefit of, and shall be enforceable by, each TARGET Indemnified
      Party and each SUB Indemnified Party, and his or her heirs and
      representatives.  No Party shall enter into any settlement regarding
      the foregoing without prior approval of the TARGET Indemnified Party or SUB
      Indemnified Party, as the case may be.

    


    ARTICLE
      IX

     

    MISCELLANEOUS

    


    SECTION
      9.01  NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES

    


    None
      of the representations and
      warranties in this Agreement or in any instrument delivered pursuant to this
      Agreement shall survive the Effective Time, except as set forth in Article
      VIII.
      All such representations and warranties will be extinguished on consummation
      of
      the Merger and none of the Parties nor any of their officers, directors,
      employees or stockholders shall be under any liability whatsoever with respect
      to any such representation or warranty after such time. This Section 9.01 shall
      not limit any covenant or agreement of the Parties which by its terms
      contemplates performance after the Effective Time.

    


    SECTION
      9.02  EXPENSES

    


    Except
      as contemplated by this
      Agreement, all costs and expenses incurred in connection with this Agreement
      and
      the consummation of the transactions contemplated by this Agreement shall be
      paid by the Party incurring such expenses.

    


    SECTION
      9.03  APPLICABLE LAW AND CONSENT TO JURISDICTION

    


    The
      interpretation and enforcement of
      this Agreement shall be exclusively governed by the laws of the State of Nevada
      as applied to agreements entered into and to be performed in such state. The
      parties hereto also consent to the exclusive jurisdiction and venue of the
      United States District Court—District of Nevada  in the event that any
      dispute among the parties arises from this Agreement or any other dispute among
      the parties hereto.


    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    


    SECTION
      9.04  NOTICES

    


    All
      notices and other communications
      under this Agreement shall be in writing and shall be deemed to have been duly
      given or made as follows:

    


    (i)           
      If sent by registered or certified mail in the United States, return receipt
      requested, upon receipt;

    


    (ii)           
      If sent by reputable overnight air courier (such as Federal Express), 2 business
      days after being sent;

    


    (iii)           
      If sent by facsimile transmission, with a copy mailed on the same day in the
      manner provided in clauses (i) or (ii) above, when transmitted and receipt
      is
      confirmed by telephone; or

    


    
      	
               

            	
              (iv)

            	
              If
                otherwise actually personally delivered, when delivered.
                

            


    

    


    All
      notices and other communications
      under this Agreement shall be sent or delivered as follows:

    


    If
      to TARGET (a Nevada corporation),
      to:

    


    Paivis
      Corp

    #400
      3475
      Lenox Road

    Atlanta,
      GA, 30326

    Telephone:
      (404) 601-2885

    Attention:
      Edwin Kwong, Interim CEO

    


    with
      a copy to (which shall not
      constitute notice):

    


    Gregory
      Bartko, Esq.

    Law
      Office of Gregory Bartko

    3475
      Lenox Road, Suite 400

    Atlanta,
      GA  30326

    Telephone:
      (404) 238-0550

    Facsimile:  (404)
      238-0551

    Email:
      gbartko@mindspring.com

    


    If
      to SUB (Nevada corporation and
      PARENT (Delaware corporation), to:

    


    TRUSTCASH
      HOLDINGS, INC.

    400
      Park
      Avenue Suite 1420

     NY
      NT 10022

    


    Each
      Party may change its address by
      written notice in accordance with this Section.

    


    SECTION
      9.05  ENTIRE AGREEMENT

    


    This
      Agreement (including the documents
      and instruments referred to in this Agreement) contains the entire understanding
      of the Parties with respect to the subject matter contained in this Agreement,
      and supersedes and cancels all prior agreements, negotiations, correspondence,
      undertakings and communications of the Parties, oral or written, respecting
      such
      subject matter.

    


    SECTION
      9.06  ASSIGNMENT

    


    Neither
      this Agreement nor any of the
      rights, interests or obligations under this Agreement shall be assigned by
      any
      of the Parties (whether by operation of law or otherwise) without the prior
      written consent of the other Parties. Subject to the immediately foregoing
      sentence of this Section 9.06, this Agreement will be bindingupon,
      inure to the benefit of and be enforceable by, the Parties and their respective
      successors and assigns.


    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

     

    SECTION
      9.07  HEADINGS; REFERENCES

    


    The
      article, section and paragraph
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation of this Agreement. All
      references herein to “Articles” or “Sections” shall be deemed to be references
      to Articles or Sections of this Agreement unless otherwise
      indicated.

    


    SECTION
      9.08  COUNTERPARTS

    


    This
      Agreement may be executed in one
      or more counterparts, each of which shall be deemed to be an original but all
      of
      which shall be considered one and the same agreement.

    


    SECTION
      9.09  NO THIRD PARTY BENEFICIARIES

    


    Except
      as otherwise contemplated by
      this Agreement, nothing herein is intended to confer upon any person or entity
      not a Party to this Agreement any rights or remedies under or by reason of
      this
      Agreement.

    


    SECTION
      9.10  SEVERABILITY; ENFORCEMENT

    


    Any
      term or provision of this Agreement
      that is invalid or unenforceable in any jurisdiction shall, as to that
      jurisdiction, be ineffective to the extent of such invalidity or
      unenforceability without rendering invalid or unenforceable the remaining terms
      and provisions of this Agreement or affecting the validity or enforceability
      of
      any of the terms or provisions of this Agreement in any other jurisdiction.
      If
      any provision of this Agreement is so broad as to be unenforceable, the
      provisions shall be interpreted to be only so broad as is
      enforceable.

    


    [THE
      BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK – SIGNATURE PAGES
      FOLLOW]

    



    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    


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

    


    
      
        	SUB     	 	 	PARENT	 
	 	 	 	 	 
	TCHH
                ACQUISITION
                CORP.     	 	 	TRUSTCASH
                HOLDINGS,
                INC.	 
	A
                Nevada corporation  	 	 	A
                Delaware corporation	 
	 	 	 	 	 
	
                /s/

              	 	 	
                /s/
                  Greg Moss 

              	 
	
                Name

              	 	 	
                Greg
                  Moss 

              	 
	
                Title 

              	 	 	
                CEO

              	 


      

    

     

    
      
        	TARGET	 	 	 	 
	 	 	 	 	 
	PAIVIS,
                CORP.	 	 	 	 
	A
                Nevada corporation	 	 	 	 
	 	 	 	 	 
	
                /s/
                  Edwin Kwong

              	 	 	
              	 
	
                Edwin
                  Kwong

              	 	 	
              	 
	
                Interim
                  CEO

              	 	 	
              	 


      

    

    


     


    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A – Series B
      Preferred Stock Designation

    


    


    Certificate
      of Designation of Rights and Preferences of

    Series
      B Convertible Preferred Stock (“Certificate of Designation”)

    


    DESIGNATION
      AND AMOUNT

    The
      class
      of Series B Convertible Preferred Stock, $0.0001 par value per share, of
      TRUSTCASH Holdings, Inc. (the “Corporation” or “TRUSTCASH”) shall consist of
      20,000,000 shares and shall be designated the “Series B Convertible Preferred
      Stock” (hereinafter “Series B Stock”).

    


    The
      Preferred Stock may be issued as
      uncertificated shares registered in book-entry form or as certificated
      shares.

    


    The
      holders of outstanding shares of Series B Stock shall have rights as
      follows:

    


    STATED
      VALUE

    The
      shares of Series B Stock shall have
      a stated value of $3.25/share.

     

    RANK

    The
      Series B Stock shall rank prior to:
      (1) any other Class or Series of Series B Stock established and designated
      by
      the Board of Directors as junior to the Series B Stock, and (2) common stock
      of
      the Corporation par value
      $.001(collectively, “Junior
      Securities”), both as to payment of dividends and as to distributions of assets
      upon the liquidation, dissolution or winding up of the Corporation, whether
      voluntary or involuntary. The Series B Stock shall rank junior to any Series
      or
      Class of Preferred stock designated by the Board of Directors as senior to
      the
      Series B Stock (“Senior Securities”) both as to payment of dividends and as to
      distributions of assets upon the liquidation, dissolution or winding up of
      the
      Corporation, whether voluntary or involuntary.

    


    CONVERSION

    Any
      shares of Series B Stock may, at the option of the holder, be converted at
      any
      time after the Conversion Time into such number of fully paid and non-assessable
      shares of common stock equal to two thirds of the number of Paivis, Corp.
      (“Paivis”) common shares that the holder exchanged for their Series B Shares in
      the merger transaction between the Corporation and Paivis under the Agreement
      and Plan of Merger dated December ___, 2007 (Merger Agreement).

    


    The
      holder may convert their Series B Stock in common shares only after the earliest
      of the following events: a) eighteen (18) months following the issuance of
      the
      Series B Stock or b) six (6) months after the Corporation’s common stock and
      Series B Stock has commenced trading after successful listing on a exchange
      such
      as the American Stock Exchange or quotation system such as the NASDAQ Small
      Cap
      or National Market System the (“Conversion Time”).

    


    If
      the
      Corporation fails to file a registration statement as per the Registration
      Rights section herein or fails to make application to list the Series B Stock
      on
      a senior exchange or quotation system as per the Listing Rights section herein
      the holders of Series B Stock shall have the right to convert to common shares
      of the Corporation immediately upon such failure.

    


    If
      the
      shares of common stock issuable upon the conversion of shares of Series B Stock
      shall be changed into the same or a different number of shares of any class
      or
      classes of stock, whether by capital reorganization, reclassification or
      otherwise, then and in each such event, the holder of each share of Series
      B
      Stock shall have the right thereafter to convert such share into the kind and
      amount of shares of stock and other securities and property receivable upon
      such
      reorganization, reclassification or other change by holders of the number of
      shares of common stock into which such share of Series B Stock might have been
      converted immediately prior to such reorganization, reclassification or
      change.

    


    Before
      any holder of shares of Series B Stock shall be entitled to convert the same
      into shares of common stock, such holder shall surrender the certificate or
      certificates therefore, duly endorsed, at the principal executive office of
      the
      Corporation or of any transfer agent for such shares, and shall give written
      notice by mail, postage prepaid, to theCorporation at its
      principal executive office, of the election to convert the same and shall state
      therein the name or names in which the certificate or certificates for shares
      of
      common stock are to be issued in the written
      Notice of
      Conversion form of Exhibit B attached hereto.  The Corporation
      shall, as soon as practicable thereafter, issue and deliver at such office
      to
      such holder of shares of Series B Stock, a certificate or certificates for
      the
      number of shares of common stock to which each holder shall be entitled as
      aforesaid.  Such conversion shall be deemed to have been made
      immediately prior to the close of business on the date of such surrender of
      the
      certificate or certificates representing the shares of Series B Stock to be
      converted, and the person or persons entitled to receive the shares of common
      stock issuable upon such conversion shall be treated for all purposes as the
      record holder or holders of such shares of common stock as of such
      date.


    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

     

    In
      the
      event some but not all of the shares of Series B Stock represented by a
      certificate or certificates surrendered by a holder are converted, the
      Corporation shall execute and deliver to the holder or to such other person
      as
      the holder may request in writing, at the expense of the Corporation, a new
      certificate representing the number of shares of Series B Stock which were
      not
      converted.

    


    No
      fractional shares shall be issued upon conversion of shares of Series B
      Stock.

    


    VOTING
      RIGHTS

    Each
      share of Series B Stock shall be able to vote the equivalent of one (1) shares
      of common stock.

    


    The
      holders of record of outstanding shares of Series B Stock shall be entitled
      to
      cast on any matter to be voted upon by the holders of common stock of the
      Corporation, that number of votes which the number of shares of common stock
      into which such outstanding Series B Stock is then convertible would be entitled
      to cast multiplied by one (1).

    


    REGISTRATION
      RIGHTS

    The
      Corporation shall file a registration statement with the Securities and Exchange
      Commission (the “Commission”) to register the Series B stock within ninety (90)
      days after issuance of the Series B Stock.

    


    The
      Corporation shall use best efforts to effect, as soon as practicable, such
      registration under the applicable Securities Act (the “Act”) (including, without
      limitation, filing post-effective amendments, appropriate qualifications under
      applicable blue sky or other state securities laws, and appropriate compliance
      with the Act as would permit or facilitate the sale and distribution of all
      or
      such portion of the Series B Stock.

    


    Although
      stated under this paragraph that the holders of Series B Stock have the right
      to
      have their Series B shares registered for resale with the Commission there
      can
      be no assurance given by the Corporation on the time period it may take to
      approve the registration of such shares, or that the Commission will ultimately
      declare the proposed registration statement covering those shares to be
      effective.

    


    LISTING
      RIGHTS

    The
      Corporation will make application for the listing of the Series B Stock for
      trading on the exchange or quotation system that the Corporation’s common stock
      is then listed on or other senior exchange or quotation system that the
      Corporation plans to make application to list its common stock within ninety
      (90) days of the effectiveness of the registration of the Series B
      Stock.

    


    Upon
      making application the Corporation will use best efforts to list the Series
      B
      Stock on the American Stock Exchange, or to cause the Series B Stock to be
      authorized for quotation on the NASDAQ Small Cap or National Market System,
      as
      soon as practicable (it being understood that the Corporation will not be in
      violation of this provision if it is unable to obtain such listing or quotation
      primarily as a result of its failure to satisfy the quantitative listing
      requirements of the American Stock Exchange or NASDAQ Small Cap or National
      Market).

    


    REORGANIZATION,
      CONSOLIDATION, MERGER, ETC.

    If
      at any
      time, or from time to time, there shall be a reorganization, recapitalization,
      transfer of assets, consolidation, merger or, dissolution (the, “Corporate
      Transaction”), provisions shall be made so that the holders of the Series B
      Stock shall thereafter be entitled to receive, upon conversion of their Series
      B
      Stock, such shares or other securities or property of the Corporation or
      otherwise to which a holder of the common stock deliverable upon conversion
      of
      the Series B Stock would have been entitled upon such Corporate
      Transaction.  In any such case, appropriateadjustment shall be made in the application of the provisions
      of this
      paragraph with respect to the rights of the holders of the Series B Stock after
      the Corporate Transaction, to the end that the provisions of this paragraph
      shall be applicable after the Corporate Transaction in as nearly equivalent
      a
      manner as may be practicable.

     


    
      
        
        

      

      
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    DIVIDENDS

    From
      the date of issuance
      of shares of Series B Stock the holders of outstanding shares of Series B Stock
      shall be entitled to receive an annual dividend, payable semi-annually on April
      1 and October 1 (the “Payment Date”), in cash out of funds legally available for
      such purpose or in shares of Series B Stock or a combination of both, in
      preference and priority to any payment of any dividend on Common Stock. Whether
      the dividend is paid in cash from funds legally available for such purposes
      or
      in shares of Series B Stock will be at the sole discretion of the Board and
      such
      dividends shall not accrue and be non-cumulative.  From the date of
      issuance for a period of one (1) year Dividends herein will only be paid in
      Series B Stock. After one (1) year from the date of Issuance of the
      Series B Stock the Corporation shall deliver to the Holder a written irrevocable
      notice in the form of Exhibit B attached hereto electing to pay such Dividend
      in
      full on such Payment Date in either cash or Series B Stock, or a combination
      of
      both (" Payment Election Notice "). Such Payment Election Notice shall be
      delivered to the Holder at least twenty (20) days prior to the applicable
      Payment Date (the date of such notice being hereinafter referred to as the
      "Notice Date"). If such Payment Election Notice is not delivered within the
      prescribed period set forth in the preceding sentence, then the Corporation
      shall be deemed to have elected to pay the applicable Dividend in Series B
      Stock.

    


    If
      the
      Dividend is to be paid in Series B Stock it shall be paid at a ratio of five
      percent (5%). If the Dividend is to be paid in Series B Stock, the number of
      shares shall be determined by multiplying the number of Series B Stock held
      by
      5%. Such shares
      shall be issued and delivered no later than within 30 calendar days following
      such Payment Date.

    


    If
      Dividend is to be paid as cash the amount of cash to be distributed to all
      Series B Stock holders will be determined by the Board and then paid to the
      Series B Stock holders on a prorated basis. If the Dividend is to be paid in
      cash from funds legally available for such purposes the cash payment shall
      be
      paid by check or electronic transfer to holders of record as they appear on
      the
      books of the Corporation on the Payment Dates. Such
      cash
      payment shall be issued and delivered no later than within 30 calender days
      following such Payment Date.

    


    The
      holders of the Series B Stock shall be entitled to receive any dividend declared
      in respect of the Common Stock based upon the number of shares of Common Stock
      into which the outstanding shares of Series B Stock are convertible at the
      time
      the dividend is declared as if such shares of Common Stock issuable upon
      conversion of the Series B Stock were outstanding for purposes of the Common
      Stock dividend.

    


    LIQUIDATION

    All
      liquidation rights of the shares of Series B Convertible Preferred Stock shall
      be the same as the liquidation rights of the common shares into which the shares
      of Series B Convertible Preferred Stock would be convertible immediately prior
      to any liquidation.

     

    LIQUIDATION
      PREFERENCE. In the event of a liquidation, dissolution or winding up of the
      Corporation, whether voluntary or involuntary, the holders of Series B Stock
      shall be entitled to receive out of the assets of the Corporation available
      thereof an amount equal to the consideration paid per share, and no more, before
      any payment shall be made or any assets distributed to the holders of any Junior
      Security. The entire assets of the Corporation available for distribution after
      the liquidation preferences of any Senior Securities are fully met shall be
      distributed ratably among the holders of the Series B Stock and any other
      capital stock of the Corporation which ranks on a parity as to liquidation
      rights with the Series B Stock in proportion to the respective preferential
      amounts to which each is entitled (but only to the extent of such preferential
      amounts). After payment in full of the liquidation preference of the shares
      of
      the Series B Stock, the holders of such shares shall not be entitled to any
      further participation in any distribution of assets by the
      Corporation.

    


    REACQUIRED
      SHARES

    Any
      shares of Series B Convertible Preferred Stock purchased or otherwise acquired
      by the Corporation in any manner whatsoever shall be retired and cancelled
      promptly after the acquisition thereof. All such shares shall upon their
      cancellation become authorized but unissued shares of Preferred Stock and may
      be
      reissued as part of a new series of Preferred Stock to be created by resolution
      or resolutions of the Board of Directors, subject to the conditions and
      restrictions on issuance set forth herein.

    


    At
      the
      time that the Corporation exercises its Redemption Rights it shall give written
      notice by mail, postage prepaid, to the holder at his/her principal address
      as
      they appear on the books of the Corporation, of the election to exercise the
      Redemption Rights and such holder shall surrender the Series B Stock certificate
      or certificates therefore, duly endorsed, at the principal executive office
      of
      the Corporation or of any transfer agent for such shares. The Corporation shall
      have 30 days to provide the holder with a payment to the holder equal to the
      number of Series B shares the Corporation has elected to call multiplied by
      the
      Redemption Price (the “Redemption Consideration”). The Corporation shall deliver
      the Redemption Consideration to the holder on a delivery versus payment basis
      to
      the holder at his her principal address as they appear on the books of the
      Corporation.

    


    NO
      IMPAIRMENT

    The
      Corporation will not, by amendment of its Articles of Incorporation or through
      any reorganization, recapitalization, transfer of assets, consolidation, merger,
      dissolution, issuance or sale of securities or any other voluntary action,
      avoid
      or seek to avoid the observance or performance of any of the terms to be
      observed or performed hereunder by the Corporation, but will at all times in
      good faith assist in the carrying out of all the provisions of this section
      and
      in the taking of all such action as may be reasonably necessary or appropriate
      in order to protect the conversion rights of the holders of the Series B Stock
      against impairment.

     

    No
      fractional shares shall be issued upon conversion of shares of Series B
      Stock.

    


    RESERVATION
      OF STOCK ISSUABLE UPON CONVERSION

    The
      Corporation shall at all times, after the Conversion Time,  reserve
      and keep available out of its authorized but unissued shares of common stock
      solely for the purpose of effecting the conversion of the shares of Series
      B
      Stock, such number of its shares of common stock as shall from time to time
      be
      sufficient to effect the conversion of all outstanding shares of Series B Stock;
      and if at any time, the number of authorized, but unissued and unreserved,
      shares of common stock shall not be sufficient to effect the conversion of
      all
      then outstanding shares of Series B Stock, the Corporation will take such
      corporate action as may, in the opinion of its counsel, be necessary to increase
      its authorized, but unissued and unreserved, shares of common stock to such
      number of shares as shall be sufficient for such purposes.

    


    NOTICES
      OF RECORD DATE

    Upon
      (i)
      any taking by the Corporation of a record  of the  holders
      of any  class of  securities  for the purpose of
      determining  the  holders thereof  who
      are  entitled to receive any dividend or other
      distribution,  or (ii) any sale of
      the  Corporation,  capital reorganization of the
      Corporation, any  reclassification or recapitalization of
      the  capital  stock
      of  the  Corporation,  or
      any  voluntary  or involuntary dissolution, liquidation or
      winding up of the Corporation, the Corporation shall mail to
      each  holder of Series B Convertible Preferred Stock  at
      least  twenty  (20) days  prior to the record date
      specified therein a notice specifying (A) the date on which any such record
      is
      to be taken for the  purpose of such  dividend  or
      distribution  and a description of such  dividend or
      distribution,  (B) the date on which any such sale of the
      Corporation,  reorganization,  reclassification,  recapitalization,
      dissolution, liquidation or winding up is expected to become effective, and
      (C)
      the date, if any, that is to be fixed as to when the holders of record of Common
      Stock (or other securities) shall be entitled to exchange their shares of Common
      Stock (or other  securities) for securities or other property
      deliverable  upon such  sale of  the Corporation,
      reorganization, reclassification, recapitalization, dissolution, liquidation
      or
      winding up.

    


    NOTICES

    Any
      notice required by the provisions of this Certificate of Designation shall
      be in
      writing and shall be deemed effectively given:  (i) upon personal
      delivery to the party to be notified, (ii) when sent by confirmed facsimile
      if
      sent during normal business hours of the recipient; if not, then on the next
      business day, (iii) three (3) days after having been sent by regular mail,
      postage prepaid, or (iv) one (1) day after deposit with a nationally
      recognized  overnight courier, specifying next day
      delivery,  with written verification of receipt. All notices shall be
      addressed to each holder of record at the address of such holder appearing
      on
      the books of the Corporation.

    


    



    
      
        
        

      

      
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