ex10_1.htm


    
      

    


    Exhibit
      A

    


    AGREEMENT
      AND PLAN OF MERGER approved
      on August 23, 2007 by TWL Corporation, a business corporation organized under
      the laws of the State of Utah (“TWL – UT”), and by its Board of Directors on
      said date, and approved on November 6, 2007 by TWL Corporation, a business
      corporation organized under the laws of the State of Nevada (“TWL – NV”), and by
      its Board of Directors on said date.

    


    1.
      TWL – UT and TWL - NV shall,
      pursuant to the provisions of Utah Law and the provisions of the laws of the
      jurisdiction of organization of TWL - NV, be merged with and into a single
      corporation, to wit TWL - NV, which shall be the surviving corporation upon
      the
      effective date of the merger and which is sometimes hereinafter referred to
      as
      the "surviving corporation", and which shall continue to exist as said surviving
      corporation under its present name pursuant to the provisions of the laws of
      the
      jurisdiction of its organization.  The separate existence of TWL - UT,
      which is sometimes hereinafter referred to as the "terminating corporation",
      shall cease upon the effective date of the merger in accordance with the
      provisions of the Utah Corporate Code.

    


    2.  The
      certificate of
      incorporation of the surviving corporation upon the effective date of the merger
      in the jurisdiction of its organization shall be the certificate of
      incorporation of said surviving corporation; and said certificate of
      incorporation shall continue in full force and effect until amended and changed
      in the manner prescribed by the provisions of the laws of the jurisdiction
      of
      organization of the surviving corporation.

    


    3.  The
      by-laws of the
      surviving corporation upon the effective date of the merger in the jurisdiction
      of its organization will be the by-laws of said surviving corporation and will
      continue in full force and effect until changed, altered, or amended as therein
      provided and in the manner prescribed by the provisions of the laws of the
      jurisdiction of its organization.

    


    4.  The
      directors and
      officers in office of the surviving corporation upon the effective date of
      the
      merger in the jurisdiction of its organization shall be the members of the
      first
      Board of Directors and the first officers of the surviving corporation, all
      of
      whom shall hold their directorships and offices until the election and
      qualification of their respective successors or until their tenure is otherwise
      terminated in accordance with the by-laws of the surviving
      corporation.

    


    5.  Each
      issued share of the
      terminating corporation shall, upon the effective date of the merger, be
      converted into one share of the surviving corporation.  The issued
      shares of the surviving corporation shall not be converted in any manner, but
      each said share which is issued as of the effective date of the merger shall
      continue to represent one issued share of the surviving
      corporation.

    


    6.  The
      Plan of Merger herein
      made and approved shall be submitted to the shareholders of the terminating
      corporation for their approval or rejection in the manner prescribed by the
      provisions of the Utah Corporation Code, and the merger of the terminating
      corporation with and into the surviving corporation shall be authorized in
      the
      manner prescribed by the laws of the jurisdiction of organization of the
      surviving corporation.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    7.  In
      the event that the
      Plan of Merger shall have been approved by the shareholders entitled to vote
      of
      the terminating corporation in the manner prescribed by the provisions of the
      Utah Corporation Code, and in the event that the merger of the terminating
      corporation with and into the surviving corporation shall have been duly
      authorized in compliance with the laws of the jurisdiction of organization
      of
      the surviving corporation, the terminating corporation and the surviving
      corporation hereby stipulate that they will cause to be executed and filed
      and/or recorded any document or documents prescribed by the laws of the State
      of
      Utah and of the State of Nevada, and that they will cause to be performed all
      necessary acts therein and elsewhere to effectuate the merger.

    


    8.  The
      Board of Directors
      and the proper officers of the terminating corporation and of the surviving
      corporation, respectively, are hereby authorized, empowered and directed to
      do
      any and all acts and things, and to make, execute, deliver, file, and/or record
      any and all instruments, papers, and documents which shall be or become
      necessary, proper, or convenient to carry out or put into effect any of the
      provisions of this Plan of Merger or of the merger herein provided
      for.

    


    9.  The
      effective date of the
      merger herein provided for in the State of Nevada shall be December 6,
      2007.

    


    10.  As
      of the date first set
      forth above, the effect of this Plan of Merger shall be as provided in the
      applicable provisions of Nevada Law.  Without limiting the generality
      of the foregoing, and subject thereto, upon the effectiveness of this Merger,
      all the property, rights, privileges, powers and franchises of the non-surviving
      corporation shall vest in Surviving Corporation, and all debts, liabilities
      and
      duties of the non-surviving corporation shall become the debts, liabilities
      and
      duties of Surviving Corporation.

    


    
      	
              TWL
                Corporation, a Utah Corporation

            	 
	 	 	 
	 	 	 
	
              By

            	
              /s/
                Dennis Cagan

            	 
	
              Name:
                Dennis Cagan

            	 
	
              Title:  Chief
                Executive Officer

            	 
	 	 	 
	 	 	 
	
              TWL
                Corporation, a Nevada Corporation

            	 
	 	 	 
	 	 	 
	
              By

            	
              :/s/
                Dennis Cagan

            	 
	
              Name:
                Dennis Cagan

            	 
	
              Title:  Chief
                Executive Officer