ex101.htm


    Exhibit 10.1


    AMENDED
AND RESTATED AGREEMENT AND PLAN OF MERGER

    


    


    THIS AMENDED AND RESTATED AGREEMENT
AND PLAN OF MERGER, which amends and restates the agreement and plan of
merger made as of the 14th day of
February, 2008, is made as of the 27th day of
February, 2008,

     

    AMONG:

    


    MAILTEC, INC., a corporation
formed pursuant to the laws of the State of Nevada and having an office for
business at 4774 So. Holladay Blvd., Holladay, Utah 84117
(“MailTec”)

    AND:

    


    PROVISION MERGER CORP., a body
corporate formed pursuant to the laws of the State of Nevada and a wholly owned
subsidiary of MailTec (the "Merger Sub")

    


    AND:

    


    PROVISION INTERACTIVE TECHNOLOGIES,
INC., a company formed pursuant to the laws of the State of California
and having an office for business located at 9253 Eton Avenue, Chatsworth,
California 91311 ("ProVision")

     

    WHEREAS:

    


    A.              ProVision
is a California corporation engaged in the business of developing, producing,
marketing, distribution and selling 3-D holographic aerial imaging systems,
advertising and media;

    


    B.              MailTec
is a reporting company whose common stock is quoted on the NASD “Bulletin Board”
and which is not presently engaged in any business;

    


    C.              The
respective Boards of Directors of MailTec, ProVision and the Merger Sub deem it
advisable and in the best interests of MailTec, ProVision and the Merger Sub
that ProVision merge with and into the Merger Sub (the "Merger") pursuant to
this Agreement and the Certificate of Merger, and the applicable provisions of
the laws of the State of Nevada and the State of California; and

    


    D.           It
is intended that the Merger shall qualify for United States federal income tax
purposes as a reorganization within the meaning of Section 368 of the Internal
Revenue Code of 1986, as amended.

    


    NOW THEREFORE THIS AGREEMENT
WITNESSETH THAT in consideration of the premises and the mutual
covenants, agreements, representations and warranties contained herein, and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    ARTICLE
1

    DEFINITIONS
AND INTERPRETATION

    


    Definitions

    


    1.1 In this
Agreement the following terms will have the following meanings:

    


    
      	
              (a)  

            	
              “Acquisition Shares”
      means the 20,879,350 MailTec Common Shares to be issued to the ProVision
      Shareholders and the ProVision Debt Holders at Closing pursuant to the
      terms of the Merger in accordance with Schedule A, annexed
      hereto;

            


    

    


    
      	
              (b)  

            	
              “Agreement” means this
      amended and restated agreement and plan of merger among MailTec, the
      Merger Sub and ProVision;

            


    

    


    
      	
              (c)  

            	
              “Closing” means the
      completion, on the Closing Date, of the transactions contemplated hereby
      in accordance with Article 9
hereof;

            


    

    


    
      	
              (d)  

            	
              “Closing Date” means the
      day on which all conditions precedent to the completion of the transaction
      as contemplated hereby have been satisfied or
  waived;

            


    

    


    
      	
              (e)  

            	
              “Effective Time” means
      the date of the filing of this Agreement and officers’ certificates, as
      applicable, in the form required by State Corporation
  Law;

            


    

    


    
      	
              (f)  

            	
              “MailTec Accounts
      Receivable” means all accounts receivable and other debts owing to
      MailTec, on a consolidated basis,;

            


    

    


    
      	
              (g)  

            	
              “MailTec Assets” means
      the undertaking and all the property and assets of the MailTec Business of
      every kind and description wheresoever situated including, without
      limitation, MailTec Equipment, MailTec Inventory, MailTec Material
      Contracts, MailTec Accounts Receivable, MailTec Cash, MailTec Intangible
      Assets and MailTec Goodwill, and all credit cards, charge cards and
      banking cards issued to MailTec;

            


    

    


    
      	
              (h)  

            	
              “MailTec Business” means
      all aspects of any business conducted by MailTec and its
      subsidiaries;

            


    

    


    
      	
              (i)  

            	
              “MailTec Cash” means all
      cash on hand or on deposit to the credit of MailTec and its subsidiaries
      on the Closing Date;

            


    

    


    
      	
              (j)  

            	
              “MailTec Common Shares”
      means the shares of common stock in the capital of
  MailTec;

            


    

    


    
      	
              (k)  

            	
              “MailTec Equipment” means
      all machinery, equipment, furniture, and furnishings used in the MailTec
      Business;

            


    

    


    
      	
              (l)  

            	
              “MailTec Financial
      Statements” means, collectively, the audited consolidated financial
      statements of MailTec, together with the unqualified auditors' report
      thereon, and the unaudited consolidated financial statements of
      MailTec;

            


    

    


    
      	
              (m)  

            	
              “MailTec Goodwill” means
      the goodwill of the MailTec Business including the right to all corporate,
      operating and trade names associated with the MailTec Business, or any
      variations of such names as part of or in connection with the MailTec
      Business, all books and records and other information relating to the
      MailTec Business, all necessary licenses and authorizations and any other
      rights used in connection with the MailTec
  Business;

            


    

    


    
      	
              (n)  

            	
              “MailTec Intangible
      Assets" means all of the intangible assets of MailTec and its
      subsidiaries, including, without limitation, MailTec Goodwill, all
      trademarks, logos, copyrights, designs, and other intellectual and
      industrial property of MailTec and its
  subsidiaries;

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              (o)  

            	
              “MailTec Inventory” means
      all inventory and supplies of the MailTec
  Business;

            


    

    


    
      	
              (p)  

            	
              “MailTec Material
      Contracts” means the burden and benefit of and the right, title and
      interest of MailTec and its subsidiaries in, to and under all trade and
      non-trade contracts, engagements or commitments, whether written or oral,
      to which MailTec or its subsidiaries are entitled whereunder MailTec or
      its subsidiaries are obligated to pay or entitled to receive the sum of
      $10,000 or more including, without limitation, any pension plans, profit
      sharing plans, bonus plans, loan agreements, security agreements,
      indemnities and guarantees, any agreements with employees, lessees,
      licensees, managers, accountants, suppliers, agents, distributors,
      officers, directors, attorneys or others which cannot be terminated
      without liability on not more than one month's
  notice;

            


    

    


    
      	
              (q)  

            	
              “Merger” means the
      merger, at the Effective Time, of ProVision and the Merger Sub pursuant to
      this Agreement;

            


    

    


    
      	
              (r)  

            	
              “Place of Closing” means
      the offices of Sichenzia Ross Friedman Ference LLP, or such other place as
      MailTec and ProVision may mutually agree
upon;

            


    

    


    
      	
              (s)  

            	
              “ProVision Accounts
      Receivable” means all accounts receivable and other debts owing to
      ProVision;

            


    

    


    
      	
              (t)  

            	
              “ProVision Assets“ means
      the undertaking and all the property and assets of the ProVision Business
      of every kind and description wheresoever situated including, without
      limitation, ProVision Equipment, ProVision Inventory, ProVision Material
      Contracts, ProVision Accounts Receivable, ProVision Cash, ProVision
      Intangible Assets and ProVision Goodwill, and all credit cards, charge
      cards and banking cards issued to
ProVision;

            


    

    


    
      	
              (u)  

            	
              “ProVision Business”
      means all aspects of the business conducted by
  ProVision;

            


    

    


    
      	
              (v)  

            	
              “ProVision Cash” means
      all cash on hand or on deposit to the credit of ProVision on the Closing
      Date;

            


    

    


    
      	
              (w)  

            	
              “ProVision Debt” means
      all of the issued and outstanding convertible promissory notes of
      ProVision;

            


    

    


    
      	
              (x)  

            	
              “ProVision Debt Holders”
      means all of the holders of the issued and outstanding ProVision
      Debt;

            


    

    


    
      	
              (y)  

            	
              “ProVision Equipment”
      means all machinery, equipment, furniture, and furnishings used in the
      ProVision Business;

            


    

    


    
      	
              (z)  

            	
              “ProVision Financial
      Statements” means collectively, the audited consolidated financial
      statements of ProVision, together with the unqualified auditors' report
      thereon;

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              (aa)  

            	
              “ProVision Goodwill”
      means the goodwill of the ProVision Business together with the exclusive
      right of MailTec to represent itself as carrying on the ProVision Business
      in succession of ProVision subject to the terms hereof, and the right to
      use any words indicating that the ProVision Business is so carried on
      including the right to use the name "ProVision” or any variation thereof
      as part of the name of or in connection with the ProVision Business or any
      part thereof carried on or to be carried on by ProVision, the right to all
      corporate, operating and trade names associated with the ProVision
      Business, or any variations of such names as part of or in connection with
      the ProVision Business, all telephone listings and telephone advertising
      contracts, all lists of customers, books and records and other information
      relating to the ProVision Business, all necessary licenses and
      authorizations and any other rights used in connection with the ProVision
      Business;

            


    

    


    
      	
              (bb)  

            	
              “ProVision Intangible
      Assets” means all of the intangible assets of ProVision, including,
      without limitation, ProVision Goodwill, all trademarks, logos, copyrights,
      designs, and other intellectual and industrial property of ProVision and
      its subsidiaries;

            


    

    


    
      	
              (cc)  

            	
              “ProVision Inventory”
      means all inventory and supplies of the ProVision
  Business;

            


    

    


    
      	
              (dd)  

            	
              “ProVision Material
      Contracts” means the burden and benefit of and the right, title and
      interest of ProVision in, to and under all trade and non-trade contracts,
      engagements or commitments, whether written or oral, to which ProVision is
      entitled in connection with the ProVision Business whereunder ProVision is
      obligated to pay or entitled to receive the sum of $10,000 or more
      including, without limitation, any pension plans, profit sharing plans,
      bonus plans, loan agreements, security agreements, indemnities and
      guarantees, any agreements with employees, lessees, licensees, managers,
      accountants, suppliers, agents, distributors, officers, directors,
      attorneys or others which cannot be terminated without liability on not
      more than one month's notice;

            


    

    


    
      	
              (ee)  

            	
              “ProVision Option” shall
      mean any option to purchase or otherwise acquire ProVision Shares (whether
      or not vested) outstanding under any ProVision Option
  Plan;

            


    

    


    
      	
              (ff)  

            	
              “ProVision Option Plan”
      shall mean (i) ProVision’s 2002 Employee Stock Plan and (ii) any other
      compensatory option plans or contracts of ProVision, including option
      plans or contracts assumed by the ProVision pursuant to a merger or
      acquisition;

            


    

    


    
      	
              (gg)  

            	
              “ProVision Shares” means
      all of the issued and outstanding shares of ProVision's equity
      stock;

            


    

    


    
      	
              (hh)  

            	
              “ProVision Shareholders”
      means all of the holders of the issued and outstanding ProVision
      Shares;

            


    

    


    
      	
              (ii)  

            	
              “ProVision Warrants”
      shall mean any warrant to purchase or otherwise acquire shares of capital
      stock of ProVision;

            


    

    


    
      	
              (jj)  

            	
              “State Corporation Law”
      means either the California General Corporation Law or
      the  Nevada Revised Statutes, as
  applicable;

            


    

    


    
      	
              (kk)  

            	
              “Surviving Company” means
      ProVision following the merger with the Merger
  Sub;

            


    

    


    Any other
terms defined within the text of this Agreement will have the meanings so
ascribed to them.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Captions
and Section Numbers

    


    1.2           The
headings and section references in this Agreement are for convenience of
reference only and do not form a part of this Agreement and are not intended to
interpret, define or limit the scope, extent or intent of this Agreement or any
provision thereof.

    


    Section
References and Schedules

    


    1.3           Any
reference to a particular “Article”, “section”, “paragraph”, “clause” or other
subdivision is to the particular Article, section, clause or other subdivision
of this Agreement and any reference to a Schedule by letter will mean the
appropriate Schedule attached to this Agreement and by such reference the
appropriate Schedule is incorporated into and made part of this
Agreement.  The Schedules to this Agreement are as
follows:

    


    Severability
of Clauses

    


    1.4              If
any part of this Agreement is declared or held to be invalid for any reason,
such invalidity will not affect the validity of the remainder which will
continue in full force and effect and be construed as if this Agreement had been
executed without the invalid portion, and it is hereby declared the intention of
the parties that this Agreement would have been executed without reference to
any portion which may, for any reason, be hereafter declared or held to be
invalid.

    


    ARTICLE
2

    THE
MERGER

    


    The
Merger

    


    2.1              The
Merger Sub shall be merged with and into ProVision pursuant to this Agreement
and the separate corporate existence of the Merger Sub shall cease and
ProVision, as it exists from and after the Closing, shall be the Surviving
Company.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Effect
of the Merger

    


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

    


    Certificate
of Incorporation; Bylaws; Directors and Officers

    


    2.3              The
Certificate of Incorporation of the Surviving Company from and after the Closing
shall be the Certificate of Incorporation of ProVision until thereafter amended
in accordance with the provisions therein and as provided by the applicable
provisions of the State Corporation Law.  The Bylaws of the Surviving
Company from and after the Closing shall be the Bylaws of ProVision as in effect
immediately prior to the Closing, continuing until thereafter amended in
accordance with their terms, the Certificate of Incorporation of the Surviving
Company and as provided by the State Corporation Law.  The Directors
of ProVision at the Effective Time shall continue to be the Directors of the
Merger Sub.

    


    Conversion
of Securities

    


    2.4              At
the Effective Time, by virtue of the Merger and without any action on the part
of the Merger Sub or ProVision, the shares of capital stock of each of ProVision
and the Merger Sub shall be converted as follows:

    


    
      	
              (a)  

            	
              Capital Stock of the
      Merger Sub. Each issued and outstanding share of the Merger Sub's
      capital stock shall continue to be issued and outstanding and shall
      represent one share of validly issued, fully paid, and non-assessable
      common stock of the Surviving Company owned by MailTec. Each stock
      certificate of the Merger Sub evidencing ownership of any such shares
      shall continue to evidence ownership of such shares of capital stock of
      the Surviving Company.

            


    

    


    
      	
              (b)  

            	
              Conversion of
      ProVision Shares. Each ProVision Share that is issued and
      outstanding at the Effective Time, set forth on Schedule A, shall
      automatically be cancelled and converted, without any action on the part
      of the holder thereof, into the right to receive two (2) Acquisition
      Shares for each ProVision Share. All such ProVision Shares, when so
      converted, shall no longer be outstanding and shall automatically be
      cancelled and retired and shall cease to exist, and each holder of a
      certificate representing any such shares shall cease to have any rights
      with respect thereto, except the right to receive the Acquisition Shares
      paid in consideration therefor upon the surrender of such certificate in
      accordance with this Agreement.

            


    

    


    
      	
              (c)  

            	
              Conversion of Certain
      ProVision Debt. At the Effective Time the outstanding ProVision
      Debt, held by the ProVision Debt Holders set forth on Schedule A, shall
      automatically be cancelled and extinguished and converted, without any
      action on the part of the holder thereof, into the right to receive
      ProVision Shares, which shall then automatically be cancelled and
      extinguished and converted in accordance with Section
    2.4(b).

            


    

    


    
      	
              (d)  

            	
              Conversion of Certain
      ProVision Warrants. At the Effective Time the outstanding ProVision
      Warrants, held by ProVision Warrant Holders set forth on Schedule A, shall
      automatically be cancelled and extinguished and converted, without any
      action on the part of the holder thereof, into the right to receive
      ProVision Shares, which shall then automatically be cancelled and
      extinguished and converted in accordance with Section
    2.4(b).

            


    

    


    Assumption
of Remaining Options, Warrants and Debt

    


    2.5              At
the Effective Time, by virtue of the Merger and without any action on the part
of the Merger Sub, MailTec or ProVision, the Provision Options, ProVision
Warrants and ProVision Debt shall be assumed by MailTec as follows:

    


    


    
      	
              (a)  

            	
              Assumption of
      Outstanding ProVision Options. At the Effective Time by virtue of
      the transactions contemplated hereunder and without any action on the part
      of the holders of any ProVision Options, each ProVision Option that is
      issued and outstanding immediately prior to the Closing Date, whether or
      not then exercisable, will be assumed by MailTec and converted
      automatically into an option to purchase two (2) MailTec Common Shares
      (“Assumed
      Options”).  Each Assumed Option will continue to have,
      and be subject to, the same terms and conditions set forth in the
      ProVision Option Plan and the agreements evidencing the grant thereof
      immediately prior to the Closing Date, including provisions with respect
      to vesting, except that they shall be exercisable for two (2) of MailTec
      Common Shares.  It is the intention of the parties that each
      Assumed Option that qualified as an incentive stock option (as defined in
      Section 422 of the Code) shall continue to so qualify, to the maximum
      extent permissible, following the Closing
Date.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)  

            	
              Assumption of
      ProVision Option Plan. At the Effective Time, MailTec will be able
      to grant stock awards, to the extent permissible by applicable Law and
      regulations, under the terms of the ProVision Option Plan or the terms of
      another plan adopted by MailTec to issue the reserved but unissued
      ProVision Shares under such ProVision Option Plan and the shares that
      would otherwise return to the ProVision Option Plan pursuant to the terms
      thereof, except that (i) ProVision Shares covered by such awards will be
      shares of MailTec Common Shares and (ii) all references to a number of
      ProVision Shares will be changed to reference MailTec Common
      Shares.  Notwithstanding the foregoing, neither ProVision, nor
      any ProVision Stockholder, nor any holder of a ProVision Option, makes any
      representation or warranty or shall have any obligation or any liability
      whatsoever, including without limitation any indemnification obligation
      under this Agreement.

            


    

    


    
      	
              (c)  

            	
              Assumption of
      Outstanding ProVision Warrants. At the Effective Time by virtue of
      the transactions contemplated hereunder and without any action on the part
      of the holders of any ProVision Warrants, except for the ProVision
      Warrants converted in accordance with Section 2.4(d), each ProVision
      Warrant that is issued and outstanding immediately prior to the Closing
      Date will be assumed by MailTec and converted automatically into a warrant
      to purchase twice the number of shares of MailTec Common Shares as set
      forth in the instruments evidencing such ProVision Warrant at the exercise
      price set forth in the instruments evidencing such ProVision
      Warrant.

            


    

    


    
      	
              (d)  

            	
              Assumption of
      Outstanding ProVision Debt. At the Effective Time by virtue of the
      transactions contemplated hereunder and without any action on the part of
      the holders of any ProVision Debt, except for the ProVision Debt converted
      in accordance with Section 2.4(c), all ProVision Debt that is issued and
      outstanding immediately prior to the Closing Date will be assumed by
      MailTec and converted automatically into a debt obligations convertible
      into twice the number of shares of MailTec Common Shares as set forth in
      the instruments evidencing such ProVision Debt at the conversion price set
      forth in the instruments evidencing such ProVision
  Debt.

            


    

    


    Adherence
with Applicable Securities Laws

    


    2.6           The
ProVision Shareholder agrees that he is acquiring the Acquisition Shares for
investment purposes and will not offer, sell or otherwise transfer, pledge or
hypothecate any of the Acquisition Shares issued to them (other than pursuant to
an effective Registration Statement under the Securities Act of 1933, as
amended) directly or indirectly unless:

    


    
      	
              (a)  

            	
              the
      sale is to MailTec;

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)  

            	
              the
      sale is made pursuant to the exemption from registration under the Securities Act of 1933,as
      amended, provided by Rule 144 thereunder;
  or

            


    

    


    
      	
              (c)  

            	
              the
      Acquisition Shares are sold in a transaction that does not require
      registration under the Securities Act of 1933, as
      amended, or any applicable United States state laws and regulations
      governing the offer and sale of securities, and the vendor has furnished
      to MailTec an opinion of counsel to that effect or such other written
      opinion as may be reasonably required by
  MailTec.

            


    

    


    The ProVision Shareholder acknowledges
that the certificates representing the Acquisition Shares shall bear the
following legend:

    


    NO SALE,
OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL
BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF
1933, AS AMENDED, IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO
SAID SHARES.

    


    


    ARTICLE
3

    REPRESENTATIONS
AND WARRANTIES

    OF
MAILTEC

    


    Representations
and Warranties

    


    3.1              MailTec
represents and warrants in all material respects to ProVision, with the intent
that ProVision will rely thereon in entering into this Agreement and in
approving and completing the transactions contemplated hereby,
that:

    


    MailTec
- Corporate Status and Capacity

    


    
      	
              (a)  

            	
              Incorporation.
      MailTec is a corporation duly incorporated and validly subsisting under
      the laws of the State of Nevada, and is in good standing with the office
      of the Secretary of State for the State of
  Nevada;

            


    

    


    
      	
              (b)  

            	
              Carrying on
      Business. MailTec conducts the business described in its filings
      with the Securities and Exchange Commission and does not conduct any other
      business. The nature of the MailTec Business does not require MailTec to
      register or otherwise be qualified to carry on business in any other
      jurisdictions;

            


    

    


    
      	
              (c)  

            	
              Corporate
      Capacity. MailTec has the corporate power, capacity and authority
      to own the MailTec Assets and to enter into and complete this
      Agreement;

            


    

    


    
      	
              (d)  

            	
              Reporting Status;
      Listing. MailTec is required to file current reports with the
      Securities and Exchange Commission pursuant to section 15(d) of the
      Securities Exchange Act of 1934, the MailTec Common Shares are quoted on
      the NASD "Bulletin Board”, and all reports required to be filed by MailTec
      with the Securities and Exchange Commission or NASD have been timely
      filed;

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Merger
Sub - Corporate Status and Capacity

    


    
      	
              (e)  

            	
              Incorporation.
      The Merger Sub is a corporation duly incorporated and validly subsisting
      under the laws of the State of Nevada, and is in good standing with the
      office of the Secretary of State for the State of
  Nevada;

            


    

    


    
      	
              (f)  

            	
              Carrying on
      Business. Other than corporate formation and organization, the
      Merger Sub has not carried on business activities to
  date.

            


    

    


    
      	
              (g)  

            	
              Corporate
      Capacity. The Merger Sub has the corporate power, capacity and
      authority to enter into and complete this
  Agreement;

            


    

    


    
       
MailTec
- Capitalization

    

    


    
      	
              (h)  

            	
              Authorized
      Capital. The authorized capital of MailTec consists of 100,000,000
      MailTec Common Shares, $0.001 par value and 4,000,000 shares of preferred
      stock, $0.001 par value, of which 425,516 MailTec Common Shares, and no
      shares of preferred stock are presently issued and
      outstanding;

            


    

    


    
      	
              (i)  

            	
              No Option, Warrant or
      Other Right. No person, firm or corporation has any agreement,
      option, warrant, preemptive right or any other right capable of becoming
      an agreement, option, warrant or right for the acquisition of MailTec
      Common Shares or for the purchase, subscription or issuance of any of the
      unissued shares in the capital of
MailTec;

            


    

    


    
      	
              (j)  

            	
              Capacity.
      MailTec has the full right, power and authority to enter into this
      Agreement on the terms and conditions contained
  herein;

            


    

    


    Merger
Sub Capitalization

    


    
      	
              (k)  

            	
              Authorized
      Capital. The authorized capital of the Merger Sub consists of
      25,000,000 shares of common stock, $0.001 par value, of which one share of
      common stock is presently issued and
  outstanding;

            


    

    


    
      	
              (l)  

            	
              No Option. No
      person, firm or corporation has any agreement or option or any right
      capable of becoming an agreement or option for the acquisition of any
      common or preferred shares in Merger Sub or for the purchase, subscription
      or issuance of any of the unissued shares in the capital of Merger
      Sub;

            


    

    


    
      	
              (m)  

            	
              Capacity. The
      Merger Sub has the full right, power and authority to enter into this
      Agreement on the terms and conditions contained
  herein;

            


    

    


    
       
MailTec
- Records and Financial Statements

    

    


    
      	
              (n)  

            	
              Charter
      Documents. The charter documents of MailTec and the Merger Sub have
      not been altered since the incorporation of each, respectively, except as
      filed in the record books of MailTec or the Merger Sub, as the case may
      be;

            


    

    


    
      	
              (o)  

            	
              Corporate Minute
      Books. The corporate minute books of MailTec and its subsidiaries
      are complete and each of the minutes contained therein accurately reflect
      the actions that were taken at a duly called and held meeting or by
      consent without a meeting. All actions by MailTec and its subsidiaries
      which required director or shareholder approval are reflected on the
      corporate minute books of MailTec and its subsidiaries. MailTec and its
      subsidiaries are not in violation or breach of, or in default with respect
      to, any term of their respective Certificates of Incorporation (or other
      charter documents) or by-laws.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              (p)  

            	
              MailTec Financial
      Statements. The MailTec Financial Statements present fairly, in all
      material respects, the assets and liabilities (whether accrued, absolute,
      contingent or otherwise) of MailTec, on a consolidated basis, as of the
      respective dates thereof, and the sales and earnings of the MailTec
      Business during the periods covered thereby, in all material respects and
      have been prepared in substantial accordance with generally accepted
      accounting principles consistently
applied;

            


    

    


    
      	
              (q)  

            	
              MailTec Accounts
      Payable and Liabilities. There are no material liabilities,
      contingent or otherwise, of MailTec or its subsidiaries which are not
      disclosed in its filings with the Securities and Exchange Commission or
      reflected in the MailTec Financial Statements except those incurred in the
      ordinary course of business since the date of the said filings and the
      MailTec Financial Statements, and neither MailTec nor its subsidiaries
      have guaranteed or agreed to guarantee any debt, liability or other
      obligation of any person, firm or
corporation;

            


    

    


    
      	
              (r)  

            	
              MailTec Accounts
      Receivable. All the MailTec Accounts Receivable result from bona
      fide business transactions and services actually rendered without, to the
      knowledge and belief of MailTec, any claim by the obligor for set-off or
      counterclaim;

            


    

    


    
      	
              (s)  

            	
              No Debt to Related
      Parties. Neither MailTec nor its subsidiaries are, and on Closing
      will not be, materially indebted to any affiliate, director or officer of
      MailTec except accounts payable on account of bona fide business
      transactions of MailTec incurred in normal course of the MailTec Business,
      including employment agreements, none of which are more than 30 days in
      arrears;

            


    

    


    
      	
              (t)  

            	
              No Related Party Debt
      to MailTec. No director or officer or affiliate of MailTec is now
      indebted to or under any financial obligation to MailTec or its
      subsidiaries on any account whatsoever, except for advances on account of
      travel and other expenses not exceeding $5,000 in
  total;

            


    

    


    
      	
              (u)  

            	
              No Dividends.
      No dividends or other distributions on any shares in the capital of
      MailTec have been made, declared or authorized since the date of MailTec
      Financial Statements;

            


    

    


    
      	
              (v)  

            	
              No Payments. No
      payments of any kind have been made or authorized since the date of the
      MailTec Financial Statements to or on behalf of officers, directors,
      shareholders or employees of MailTec or its subsidiaries or under any
      management agreements with MailTec or its subsidiaries, except payments
      made in the ordinary course of business and at the regular rates of salary
      or other remuneration payable to
them;

            


    

    


    
      	
              (w)  

            	
              No Pension
      Plans. There are no pension, profit sharing, group insurance or
      similar plans or other deferred compensation plans affecting MailTec or
      its subsidiaries;

            


    

    


    
      	
              (x)  

            	
              No Adverse
      Events. Since the date of the MailTec Financial
      Statements

            


    

    


    
      	
              (i)  

            	
              there
      has not been any material adverse change in the financial position or
      condition of MailTec, its subsidiaries, its liabilities or the MailTec
      Assets or any damage, loss or other change in circumstances materially
      affecting MailTec, the MailTec Business or the MailTec Assets or MailTec’
      right to carry on the MailTec Business, other than changes in the ordinary
      course of business,

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              (ii)  

            	
              there
      has not been any damage, destruction, loss or other event (whether or not
      covered by insurance) materially and adversely affecting MailTec, its
      subsidiaries, the MailTec Business or the MailTec
  Assets,

            


    

    


    
      	
              (iii)  

            	
              there
      has not been any material increase in the compensation payable or to
      become payable by MailTec to any of MailTec’ officers, employees or agents
      or any bonus, payment or arrangement made to or with any of
      them,

            


    

    


    
      	
              (iv)  

            	
              the
      MailTec Business has been and continues to be carried on in the ordinary
      course,

            


    

    


    
      	
              (v)  

            	
              MailTec
      has not waived or surrendered any right of material
  value,

            


    

    


    
      	
              (vi)  

            	
              Neither
      MailTec nor its subsidiaries have discharged or satisfied or paid any lien
      or encumbrance or obligation or liability other than current liabilities
      in the ordinary course of business,
and

            


    

    


    
      	
              (vii)  

            	
              no
      capital expenditures in excess of $10,000 individually or $30,000 in total
      have been authorized or made.

            


    

    


    MailTec
- Income Tax Matters

    


    
      	
              (y)  

            	
              Tax Returns.
      All tax returns and reports of MailTec and its subsidiaries required by
      law to be filed have been filed and are true, complete and correct, and
      any taxes payable in accordance with any return filed by MailTec and its
      subsidiaries or in accordance with any notice of assessment or
      reassessment issued by any taxing authority have been so
    paid;

            


    

    


    
      	
              (z)  

            	
              Current Taxes.
      Adequate provisions have been made for taxes payable for the current
      period for which tax returns are not yet required to be filed and there
      are no agreements, waivers, or other arrangements providing for an
      extension of time with respect to the filing of any tax return by, or
      payment of, any tax, governmental charge or deficiency by MailTec or its
      subsidiaries.  MailTec is not aware of any contingent tax
      liabilities or any grounds which would prompt a reassessment including
      aggressive treatment of income and expenses in filing earlier tax
      returns;

            


    

    


    MailTec
- Applicable Laws and Legal Matters

    


    
      	
              (aa)  

            	
              Licenses.
      MailTec and its subsidiaries hold all licenses and permits as may be
      requisite for carrying on the MailTec Business in the manner in which it
      has heretofore been carried on, which licenses and permits have been
      maintained and continue to be in good standing except where the failure to
      obtain or maintain such licenses or permits would not have a material
      adverse effect on the MailTec
Business;

            


    

    


    
      	
              (bb)  

            	
              Applicable
      Laws. Neither MailTec nor its subsidiaries have been charged with
      or received notice of breach of any laws, ordinances, statutes,
      regulations, by-laws, orders or decrees to which they are subject or which
      apply to them the violation of which would have a material adverse effect
      on the MailTec Business, and to MailTec’ knowledge, neither MailTec nor
      its subsidiaries are in breach of any laws, ordinances, statutes,
      regulations, bylaws, orders or decrees the contravention of which would
      result in a material adverse impact on the MailTec
    Business;

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              (cc)  

            	
              Pending or Threatened
      Litigation. There is no material litigation or administrative or
      governmental proceeding pending or threatened against or relating to
      MailTec, its subsidiaries, the MailTec Business, or any of the MailTec
      Assets nor does MailTec have any knowledge of any deliberate act or
      omission of MailTec or its subsidiaries that would form any material basis
      for any such action or proceeding;

            


    

    


    
      	
              (dd)  

            	
              No Bankruptcy.
      Neither MailTec nor its subsidiaries have made any voluntary assignment or
      proposal under applicable laws relating to insolvency and bankruptcy and
      no bankruptcy petition has been filed or presented against MailTec or its
      subsidiaries and no order has been made or a resolution passed for the
      winding-up, dissolution or liquidation of MailTec or its
      subsidiaries;

            


    

    


    
      	
              (ee)  

            	
              Labor Matters.
      Neither MailTec nor its subsidiaries are party to any collective agreement
      relating to the MailTec Business with any labor union or other association
      of employees and no part of the MailTec Business has been certified as a
      unit appropriate for collective bargaining or, to the knowledge of
      MailTec, has made any attempt in that
regard;

            


    

    


    
      	
              (ff)  

            	
              Finder's Fees.
      Neither MailTec nor its subsidiaries are party to any agreement which
      provides for the payment of finder's fees, brokerage fees, commissions or
      other fees or amounts which are or may become payable to any third party
      in connection with the execution and delivery of this Agreement and the
      transactions contemplated herein;

            


    

    


    Execution
and Performance of Agreement

    


    
      	
              (gg)  

            	
              Authorization and
      Enforceability. The execution and delivery of this Agreement, and
      the completion of the transactions contemplated hereby, have been duly and
      validly authorized by all necessary corporate action on the part of
      MailTec and the Merger Sub;

            


    

    


    
      	
              (hh)  

            	
              No Violation or
      Breach. The execution and performance of this Agreement will
      not:

            


    

    


    
      	
              (i)  

            	
              violate
      the charter documents of MailTec or the Merger Sub or result in any breach
      of, or default under, any loan agreement, mortgage, deed of trust, or any
      other agreement to which MailTec or its subsidiaries are
      party,

            


    

    


    
      	
              (ii)  

            	
              give
      any person any right to terminate or cancel any agreement including,
      without limitation, the MailTec Material Contracts, or any right or rights
      enjoyed by MailTec or its
subsidiaries,

            


    

    


    
      	
              (iii)  

            	
              result
      in any alteration of MailTec’ or its subsidiaries’ obligations under any
      agreement to which MailTec or its subsidiaries are party including,
      without limitation, the MailTec Material
  Contracts,

            


    

    


    
      	
              (iv)  

            	
              result
      in the creation or imposition of any lien, encumbrance or restriction of
      any nature whatsoever in favor of a third party upon or against the
      MailTec Assets,

            


    

    


    
      	
              (v)  

            	
              result
      in the imposition of any tax liability to MailTec or its subsidiaries
      relating to the MailTec Assets, or

            


    

    


    
      	
              (vi)  

            	
              violate
      any court order or decree to which either MailTec or its subsidiaries are
      subject;

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    The
MailTec Business

    


    
      	
              (ii)  

            	
              Maintenance of
      Business. Since the date of the MailTec Financial Statements,
      MailTec and its subsidiaries have not entered into any material agreement
      or commitment except in the ordinary course and except as disclosed
      herein;

            


    

    


    
      	
              (jj)  

            	
              Subsidiaries.
      Except for the Merger Sub, MailTec does not own any subsidiaries and does
      not otherwise own, directly or indirectly, any shares or interest in any
      other corporation, partnership, joint venture or firm;
  and

            


    

    


    MailTec
- Acquisition Shares

    


    
      	
              (kk)  

            	
              Acquisition
      Shares. The Acquisition Shares when delivered to the holders of
      ProVision Shares pursuant to the Merger shall be validly issued and
      outstanding as fully paid and non-assessable shares and the Acquisition
      Shares shall be transferable upon the books of MailTec, in all cases
      subject to the provisions and restrictions of all applicable securities
      laws.

            


    

    


    Non-Merger
and Survival

    


    3.2           The
representations and warranties of MailTec contained herein will be true at and
as of Closing in all material respects as though such representations and
warranties were made as of such time.  Notwithstanding the completion
of the transactions contemplated hereby, the waiver of any condition contained
herein (unless such waiver expressly releases a party from any such
representation or warranty) or any investigation made by ProVision or the
ProVision Shareholder, the representations and warranties of MailTec shall
survive the Closing.

    


    Indemnity

    


    3.3           MailTec
agrees to indemnify and save harmless ProVision and the ProVision Shareholder
from and against any and all claims, demands, actions, suits, proceedings,
assessments, judgments, damages, costs, losses and expenses, including any
payment made in good faith in settlement of any claim (subject to the right of
MailTec to defend any such claim), resulting from the breach by it of any
representation or warranty made under this Agreement or from any
misrepresentation in or omission from any certificate or other instrument
furnished or to be furnished by MailTec to ProVision or the ProVision
Shareholder hereunder.

    


    


    ARTICLE
4

    COVENANTS
OF MAILTEC

    


    Covenants

    


    4.1              MailTec
covenants and agrees with ProVision that it will:

    


    
      	
              (a)  

            	
              Conduct of
      Business. Until the Closing, conduct its business diligently and in
      the ordinary course consistent with the manner in which it generally has
      been operated up to the date of execution of this
    Agreement;

            


    

    


    
      	
              (b)  

            	
              Preservation of
      Business.  Until the Closing, use its best efforts to
      preserve the MailTec Business and the MailTec Assets and, without
      limitation, preserve for ProVision MailTec’ and its subsidiaries’
      relationships with any third party having business relations with
      them;

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
              (c)  

            	
              Access. Until
      the Closing, give ProVision, the ProVision Shareholder, and their
      representatives full access to all of the properties, books, contracts,
      commitments and records of MailTec, and furnish to ProVision, the
      ProVision Shareholder and their representatives all such information as
      they may reasonably request;

            


    

    


    
      	
              (d)  

            	
              Procure
      Consents. Until the Closing, take all reasonable steps required to
      obtain, prior to Closing, any and all third party consents required to
      permit the Merger and to preserve and maintain the MailTec Assets
      notwithstanding the change in control of ProVision arising from the
      Merger; and

            


    

    


    
      	
              (e)  

            	
              Name Change.
      Forthwith after the Closing, take such steps are required to change the
      name of MailTec as may be acceptable to the board of directors of
      ProVision.

            


    

    


    Authorization

    


    4.2              MailTec
hereby agrees to authorize and direct any and all federal, state, municipal,
foreign and international governments and regulatory authorities having
jurisdiction respecting MailTec and its subsidiaries to release any and all
information in their possession respecting MailTec and its subsidiaries to
ProVision. MailTec shall promptly execute and deliver to ProVision any and all
consents to the release of information and specific authorizations which
ProVision reasonably requires to gain access to any and all such
information.

    


    Survival

    


    4.3              The
covenants set forth in this Article shall survive the Closing for the benefit of
ProVision and the ProVision Shareholder.

    


    


    ARTICLE
5

    REPRESENTATIONS
AND WARRANTIES OF

    PROVISION

    


    Representations
and Warranties

    


    5.1              ProVision
represents and warrants in all material respects to MailTec, with the intent
that it will rely thereon in entering into this Agreement and in approving and
completing the transactions contemplated hereby, that:

    


    ProVision
- Corporate Status and Capacity

    


    
      	
              (a)  

            	
              Incorporation.
      ProVision is a corporation duly incorporated and validly subsisting under
      the laws of the State of California, and is in good standing with the
      office of the Secretary of State for the State of
    California;

            


    

    


    
      	
              (b)  

            	
              Corporate
      Capacity. ProVision has the corporate power, capacity and authority
      to own ProVision Assets, to carry on the Business of ProVision and to
      enter into and complete this
Agreement;

            


    

    


    ProVision
- Capitalization

    


    
      	
              (c)  

            	
              Authorized
      Capital. The authorized capital of ProVision consists of 25,000,000
      shares of common stock, no par
value;

            


    

    


    
      	
              (d)  

            	
              Ownership of ProVision
      Shares. The issued and outstanding shares of ProVision common stock
      will on Closing consist of 7,677,500 shares of common stock,  no
      par value, (being the ProVision Shares), which shares on Closing shall be
      validly issued and outstanding as fully paid and non-assessable shares.
      The ProVision Shareholders at Closing will be the registered and
      beneficial owners of the ProVision Shares. The ProVision Shares owned by
      the ProVision Shareholders will on Closing be free and clear of any and
      all liens, charges, pledges, encumbrances, restrictions on transfer and
      adverse claims whatsoever;

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
              (e)  

            	
              Options, Warrants or
      Other Rights. Except as set forth on Schedule 5.1, annexed hereto,
      no person, firm or corporation has any agreement, option, warrant,
      preemptive right or any other right capable of becoming an agreement,
      option, warrant or right for the acquisition of ProVision Shares held by
      the ProVision Shareholders or for the purchase, subscription or issuance
      of any of the unissued shares in the capital of
  ProVision;

            


    

    


    ProVision
- Records and Financial Statements

    


    
      	
              (f)  

            	
              Charter
      Documents. The charter documents of ProVision have not been altered
      since its incorporation date, except as filed in the record books of
      ProVision;

            


    

    


    
      	
              (g)  

            	
              Corporate Minute
      Books. The corporate minute books of ProVision are complete and
      each of the minutes contained therein accurately reflect the actions that
      were taken at a duly called and held meeting or by consent without a
      meeting. All actions by ProVision which required director or shareholder
      approval are reflected on the corporate minute books of ProVision.
      ProVision is not in violation or breach of, or in default with respect to,
      any term of its Certificates of Incorporation (or other charter documents)
      or by-laws.

            


    

    


    
      	
              (h)  

            	
              ProVision Financial
      Statements. The ProVision Financial Statements present fairly, in
      all material respects, the assets and liabilities (whether accrued,
      absolute, contingent or otherwise) of ProVision, on consolidated basis, as
      of the respective dates thereof, and the sales and earnings of the
      ProVision Business during the periods covered thereby, in all material
      respects, and have been prepared in substantial accordance with generally
      accepted accounting principles consistently
  applied;

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	
              (i)  

            	
              ProVision Accounts
      Payable and Liabilities. There are no material liabilities,
      contingent or otherwise, of ProVision which are not disclosed in the
      ProVision Financial Statements except those incurred in the ordinary
      course of business since the date of the said schedule and the ProVision
      Financial Statements, and ProVision has not guaranteed or agreed to
      guarantee any debt, liability or other obligation of any person, firm or
      corporation;

            


    

    


    
      	
              (j)  

            	
              ProVision Accounts
      Receivable. All ProVision Accounts Receivable result from bona fide
      business transactions and services actually rendered without, to the
      knowledge and belief of ProVision, any claim by the obligor for set-off or
      counterclaim;

            


    

    


    
      	
              (k)  

            	
              No Debt to Related
      Parties. ProVision is not, and on Closing will not be, materially
      indebted to the ProVision Shareholder nor to any family member thereof,
      nor to any affiliate, director or officer of ProVision or the ProVision
      Shareholder except accounts payable on account of bona fide business
      transactions of ProVision incurred in normal course of ProVision Business,
      including employment agreements with the ProVision Shareholder, none of
      which are more than 30 days in
arrears;

            


    

     

    
      	
              (l)  

            	
              No Related Party Debt
      to ProVision. Neither the ProVision Shareholder nor any director,
      officer or affiliate of ProVision are now indebted to or under any
      financial obligation to ProVision on any account whatsoever, except for
      advances on account of travel and other expenses not exceeding $5,000 in
      total;

            


    

    


    
      	
              (m)  

            	
              No Dividends.
      No dividends or other distributions on any shares in the capital of
      ProVision have been made, declared or authorized since the date of the
      ProVision Financial Statements;

            


    

    


    
      	
              (n)  

            	
              No Payments. No
      payments of any kind have been made or authorized since the date of the
      ProVision Financial Statements to or on behalf of the ProVision
      Shareholder or to or on behalf of officers, directors, shareholders or
      employees of ProVision or under any management agreements with ProVision,
      except payments made in the ordinary course of business and at the regular
      rates of salary or other remuneration payable to
  them;

            


    

    


    
      	
              (o)  

            	
              No Pension
      Plans. There are no pension, profit sharing, group insurance or
      similar plans or other deferred compensation plans affecting
      ProVision;

            


    

    


    
      	
              (p)  

            	
              No Adverse
      Events. Since the date of the ProVision Financial
      Statements:

            


    

    


    
      	
              (i)  

            	
              there
      has not been any material adverse change in the consolidated financial
      position or condition of ProVision, its liabilities or the ProVision
      Assets or any damage, loss or other change in circumstances materially
      affecting ProVision, the ProVision Business or the ProVision Assets or
      ProVision’s right to carry on the ProVision Business, other than changes
      in the ordinary course of business,

            


    

    


    
      	
              (ii)  

            	
              there
      has not been any damage, destruction, loss or other event (whether or not
      covered by insurance) materially and adversely affecting ProVision, the
      ProVision Business or the ProVision
Assets,

            


    

    


    
      	
              (iii)  

            	
              there
      has not been any material increase in the compensation payable or to
      become payable by ProVision to the ProVision Shareholder or to any of
      ProVision's officers, employees or agents or any bonus, payment or
      arrangement made to or with any of
them,

            


    

    


    
      	
              (iv)  

            	
              the
      ProVision Business has been and continues to be carried on in the ordinary
      course,

            


    

    


    
      	
              (v)  

            	
              ProVision
      has not waived or surrendered any right of material
  value,

            


    

    


    
      	
              (vi)  

            	
              ProVision
      has not discharged or satisfied or paid any lien or encumbrance or
      obligation or liability other than current liabilities in the ordinary
      course of business, and

            


    

    


    
      	
              (vii)  

            	
              no
      capital expenditures in excess of $10,000 individually or $30,000 in total
      have been authorized or made, except with respect to the procurement of
      raw materials, tooling, prototypes, and operating expenditures and
      purchases for the purpose of building kiosks to support Provision’s
      business plans as a media based company in the grocery industry, which
      purchases later may be capitalized;

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    ProVision
- Income Tax Matters

    


    
      	
              (q)  

            	
              Tax Returns.
      All tax returns and reports of ProVision required by law to be filed have
      been filed and are true, complete and correct, and any taxes payable in
      accordance with any return filed by ProVision or in accordance with any
      notice of assessment or reassessment issued by any taxing authority have
      been so paid;

            


    

    


    
      	
              (r)  

            	
              Current Taxes.
      Adequate provisions have been made for taxes payable for the current
      period for which tax returns are not yet required to be filed and there
      are no agreements, waivers, or other arrangements providing for an
      extension of time with respect to the filing of any tax return by, or
      payment of, any tax, governmental charge or deficiency by ProVision.
      ProVision is not aware of any contingent tax liabilities or any grounds
      which would prompt a reassessment including aggressive treatment of income
      and expenses in filing earlier tax
returns;

            


    

    


    
       
ProVision
- Applicable Laws and Legal Matters

    

    


    
      	
              (s)  

            	
              Licenses.
      ProVision holds all licenses and permits as may be requisite for carrying
      on the ProVision Business in the manner in which it has heretofore been
      carried on, which licenses and permits have been maintained and continue
      to be in good standing except where the failure to obtain or maintain such
      licenses or permits would not have a material adverse effect on the
      ProVision Business;

            


    

    


    
      	
              (t)  

            	
              Applicable
      Laws. ProVision has not been charged with or received notice of
      breach of any laws, ordinances, statutes, regulations, by-laws, orders or
      decrees to which it is subject or which applies to it the violation of
      which would have a material adverse effect on the ProVision Business, and,
      to ProVision’s knowledge, ProVision is not in breach of any laws,
      ordinances, statutes, regulations, by-laws, orders or decrees the
      contravention of which would result in a material adverse impact on the
      ProVision Business;

            


    

    


    
      	
              (u)  

            	
              Pending or Threatened
      Litigation. There is no material litigation or administrative or
      governmental proceeding pending or threatened against or relating to
      ProVision, the ProVision Business, or any of the ProVision Assets, nor
      does ProVision have any knowledge of any deliberate act or omission of
      ProVision that would form any material basis for any such action or
      proceeding;

            


    

    


    
      	
              (v)  

            	
              No Bankruptcy.
      ProVision has not made any voluntary assignment or proposal under
      applicable laws relating to insolvency and bankruptcy and no bankruptcy
      petition has been filed or presented against ProVision and no order has
      been made or a resolution passed for the winding-up, dissolution or
      liquidation of ProVision;

            


    

    


    
      	
              (w)  

            	
              Labor Matters.
      ProVision is not a party to any collective agreement relating to the
      ProVision Business with any labor union or other association of employees
      and no part of the ProVision Business has been certified as a unit
      appropriate for collective bargaining or, to the knowledge of ProVision,
      has made any attempt in that regard and ProVision has no reason to believe
      that any current employees will leave ProVision's employ as a result of
      this Merger.

            


    

    


    
      	
              (x)  

            	
              Finder's Fees.
      ProVision is not a party to any agreement which provides for the payment
      of finder's fees, brokerage fees, commissions or other fees or amounts
      which are or may become payable to any third party in connection with the
      execution and delivery of this Agreement and the transactions contemplated
      herein;

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Execution
and Performance of Agreement

    


    
      	
              (y)  

            	
              Authorization and
      Enforceability. The execution and delivery of this Agreement, and
      the completion of the transactions contemplated hereby, have been duly and
      validly authorized by all necessary corporate action on the part of
      ProVision;

            


    

    


    
      	
              (z)  

            	
              No Violation or
      Breach. The execution and performance of this Agreement will
      not

            


    

    


    
      	
              (i)  

            	
              violate
      the charter documents of ProVision or result in any breach of, or default
      under, any loan agreement, mortgage, deed of trust, or any other agreement
      to which ProVision is a party,

            


    

    


    
      	
              (ii)  

            	
              give
      any person any right to terminate or cancel any agreement including,
      without limitation, ProVision Material Contracts, or any right or rights
      enjoyed by ProVision,

            


    

    


    
      	
              (iii)  

            	
              result
      in any alteration of ProVision's obligations under any agreement to which
      ProVision is a party including, without limitation, the ProVision Material
      Contracts,

            


    

    


    
      	
              (iv)  

            	
              result
      in the creation or imposition of any lien, encumbrance or restriction of
      any nature whatsoever in favor of a third party upon or against the
      ProVision Assets,

            


    

    


    
      	
              (v)  

            	
              result
      in the imposition of any tax liability to ProVision relating to ProVision
      Assets or the ProVision Shares, or

            


    

    


    
      	
              (vi)  

            	
              violate
      any court order or decree to which either ProVision is
      subject;

            


    

    


    
      	
               
      

            	
              The
      Business of ProVision

            


    

    


    
      	
              (aa)  

            	
              Maintenance of
      Business. Since the date of the ProVision Financial Statements, the
      ProVision Business has been carried on in the ordinary course and
      ProVision has not entered into any material agreement or commitment except
      in the ordinary course; and

            


    

    


    
      	
              (bb)  

            	
              Subsidiaries.
      Except as disclosed in its Private Offering Memorandum, dated as of April
      20, 2007, or financial statements, ProVision does not own any subsidiaries
      and does not otherwise own, directly or indirectly, any shares or interest
      in any other corporation, partnership, joint venture or firm and ProVision
      does not own any subsidiary and does not otherwise own, directly or
      indirectly, any shares or interest in any other corporation, partnership,
      joint venture or firm.

            


    

    


    Non-Merger
and Survival

    


    5.2           The
representations and warranties of ProVision and the ProVision Shareholder
contained herein will be true at and as of Closing in all material respects as
though such representations and warranties were made as of such
time.  Notwithstanding the completion of the transactions contemplated
hereby, the waiver of any condition contained herein (unless such waiver
expressly releases a party from any such representation or warranty) or any
investigation made by MailTec, the representations and warranties of ProVision
and the ProVision Shareholder shall survive the Closing.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Indemnity

    


    5.3           ProVision
and the ProVision Shareholder jointly and severally agree to indemnify and save
harmless MailTec from and against any and all claims, demands, actions, suits,
proceedings, assessments, judgments, damages, costs, losses and expenses,
including any payment made in good faith in settlement of any claim (subject to
the right of ProVision and the ProVision Shareholder to defend any such claim),
resulting from the breach by any of them of any representation or warranty of
such party made under this Agreement or from any misrepresentation in or
omission from any certificate or other instrument furnished or to be furnished
by ProVision or the ProVision Shareholder to MailTec hereunder.

    


    


    ARTICLE
6

    COVENANTS
OF PROVISION AND

    THE
PROVISION SHAREHOLDER

    


    Covenants

    


    6.1              ProVision
covenants and agrees with MailTec that they will:

    


    
      	
              (a)  

            	
              Conduct of
      Business. Until the Closing, conduct the ProVision Business
      diligently and in the ordinary course consistent with the manner in which
      the ProVision Business generally has been operated up to the date of
      execution of this Agreement;

            


    

    


    
      	
              (b)  

            	
              Preservation of
      Business.  Until the Closing, use their best efforts to
      preserve the ProVision Business and the ProVision Assets and, without
      limitation, preserve for MailTec ProVision’s relationships with their
      suppliers, customers and others having business relations with
      them;

            


    

    


    
      	
              (c)  

            	
              Access. Until
      the Closing, give MailTec and its representatives full access to all of
      the properties, books, contracts, commitments and records of ProVision
      relating to ProVision, the ProVision Business and the ProVision Assets,
      and furnish to MailTec and its representatives all such information as
      they may reasonably request;

            


    

    


    
      	
              (d)  

            	
              Procure
      Consents. Until the Closing, take all reasonable steps required to
      obtain, prior to Closing, any and all third party consents required to
      permit the Merger and to preserve and maintain the ProVision Assets,
      including the ProVision Material Contracts, notwithstanding the change in
      control of ProVision arising from the
Merger;

            


    

    


    
      	
              (e)  

            	
              Reporting and Internal
      Controls. From and after the Effective Time, the ProVision
      Shareholder shall forthwith take all required actions to implement
      internal controls on the business of the Surviving Company to ensure that
      the Surviving Company and MailTec comply with Section 13(b)(2) of the
      Securities and Exchange Act of
1934;

            


    

    


    
      	
              (f)  

            	
              Audited Financial
      Statements.  Immediately upon execution of this
      Agreement, cause to be prepared audited financial statements of ProVision
      in compliance with the requirements of Regulation SB as promulgated by the
      Securities and Exchange Commission, such audited financial statements to
      be provided no later than 74 days after the Closing Date;
    and

            


    

    


    
      	
              (g)  

            	
              Name Change.
      Forthwith after the Closing, take such steps are required to change the
      name of MailTec as may be acceptable to the board of directors of
      MailTec.

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    Authorization

    


    6.2              ProVision
hereby agrees to authorize and direct any and all federal, state, municipal,
foreign and international governments and regulatory authorities having
jurisdiction respecting ProVision to release any and all information in their
possession respecting ProVision to MailTec.  ProVision shall promptly
execute and deliver to MailTec any and all consents to the release of
information and specific authorizations which MailTec reasonably require to gain
access to any and all such information.

    


    Survival

    


    6.3              The
covenants set forth in this Article shall survive the Closing for the benefit of
MailTec.

    


    


    ARTICLE
7

    CONDITIONS
PRECEDENT

    


    Conditions
Precedent in favor of MailTec

    


    7.1              MailTec’
obligations to carry out the transactions contemplated hereby are subject to the
fulfillment of each of the following conditions precedent on or before the
Closing:

    


    
      	
              (a)  

            	
              all
      documents or copies of documents required to be executed and delivered to
      MailTec hereunder will have been so executed and
  delivered;

            


    

    


    
      	
              (b)  

            	
              all
      of the terms, covenants and conditions of this Agreement to be complied
      with or performed by ProVision or the ProVision Shareholder at or prior to
      the Closing will have been complied with or
  performed;

            


    

    


    
      	
              (c)  

            	
              MailTec
      shall have completed its review and inspection of the books and records of
      ProVision and shall be satisfied with same in all material
      respects;

            


    

    


    
      	
              (d)  

            	
              title
      to the ProVision Shares held by the ProVision Shareholder and to the
      ProVision Assets will be free and clear of all mortgages, liens, charges,
      pledges, security interests, encumbrances or other claims whatsoever, save
      and except as disclosed herein;

            


    

    


    
      	
              (e)  

            	
              the
      Certificate of Merger shall be executed by ProVision in form acceptable
      for filing with State Corporation Law, as
  appliacable;

            


    

    


    
      	
              (f)  

            	
              subject
      to Article 8 hereof, there will not have
  occurred

            


    

    


    
      	
              (i)  

            	
              any
      material adverse change in the financial position or condition of
      ProVision, its liabilities or the ProVision Assets or any damage, loss or
      other change in circumstances materially and adversely affecting the
      ProVision Business or the ProVision Assets or ProVision's right to carry
      on the ProVision Business, other than changes in the ordinary course of
      business, none of which has been materially adverse,
  or

            


    

    


    
      	
              (ii)  

            	
              any
      damage, destruction, loss or other event, including changes to any laws or
      statutes applicable to ProVision or the ProVision Business (whether or not
      covered by insurance) materially and adversely affecting ProVision, the
      ProVision Business or the ProVision Assets;
and

            


    

    


    
      	
              (g)  

            	
              the
      transactions contemplated hereby shall have been approved by all other
      regulatory authorities having jurisdiction over the subject matter hereof,
      if any;

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    Waiver
by MailTec

    


    7.2              The
conditions precedent set out in the preceding section are inserted for the
exclusive benefit of MailTec and any such condition may be waived in whole or in
part by MailTec at or prior to Closing by delivering to ProVision a written
waiver to that effect signed by MailTec. In the event that the conditions
precedent set out in the preceding section are not satisfied on or before the
Closing, MailTec shall be released from all obligations under this
Agreement.

    


    Conditions
Precedent in Favor of ProVision and the ProVision Shareholder

    


    7.3              The
obligation of ProVision and the ProVision Shareholder to carry out the
transactions contemplated hereby is subject to the fulfillment of each of the
following conditions precedent on or before the Closing:

    


    
      	
              (a)  

            	
              all
      documents or copies of documents required to be executed and delivered to
      ProVision hereunder will have been so executed and
    delivered;

            


    

    


    
      	
              (b)  

            	
              all
      of the terms, covenants and conditions of this Agreement to be complied
      with or performed by MailTec at or prior to the Closing will have been
      complied with or performed;

            


    

    


    
      	
              (c)  

            	
              ProVision
      shall have completed its review and inspection of the books and records of
      MailTec and its subsidiaries and shall be satisfied with same in all
      material respects;

            


    

    


    
      	
              (d)  

            	
              MailTec
      will have delivered the Acquisition Shares to be issued pursuant to the
      terms of the Merger to ProVision at the Closing and the Acquisition Shares
      will be registered on the books of MailTec in the name of the holder of
      ProVision Shares at the Effective
Time;

            


    

    


    
      	
              (e)  

            	
              title
      to the Acquisition Shares will be free and clear of all mortgages, liens,
      charges, pledges, security interests, encumbrances or other claims
      whatsoever;

            


    

    


    
      	
              (f)  

            	
              the
      Certificate of Merger shall be executed by the Merger Sub in form
      acceptable for filing with State Corporation Law, as
      applicable;

            


    

    


    
      	
              (g)  

            	
              subject
      to Article 8 hereof, there will not have
  occurred

            


    

    


    
      	
              (i)  

            	
              any
      material adverse change in the financial position or condition of MailTec,
      its subsidiaries, their liabilities or the MailTec Assets or any damage,
      loss or other change in circumstances materially and adversely affecting
      MailTec, the MailTec Business or the MailTec Assets or MailTec’ right to
      carry on the MailTec Business, other than changes in the ordinary course
      of business, none of which has been materially adverse,
  or

            


    

    


    
      	
              (ii)  

            	
              any
      damage, destruction, loss or other event, including changes to any laws or
      statutes applicable to MailTec or the MailTec Business (whether or not
      covered by insurance) materially and adversely affecting MailTec, its
      subsidiaries, the MailTec Business or the MailTec Assets;
    and

            


    

    


    
      	
              (h)  

            	
              the
      transactions contemplated hereby shall have been approved by all other
      regulatory authorities having jurisdiction over the subject matter hereof,
      if any;

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    Waiver
by ProVision and the ProVision Shareholder

    


    7.4              The
conditions precedent set out in the preceding section are inserted for the
exclusive benefit of ProVision and the ProVision Shareholder and any such
condition may be waived in whole or in part by ProVision or the ProVision
Shareholder at or prior to the Closing by delivering to MailTec a written waiver
to that effect signed by ProVision and the ProVision Shareholder. In the event
that the conditions precedent set out in the preceding section are not satisfied
on or before the Closing ProVision and the ProVision Shareholder shall be
released from all obligations under this Agreement.

    


    Nature
of Conditions Precedent

    


    7.5              The
conditions precedent set forth in this Article are conditions of completion of
the transactions contemplated by this Agreement and are not conditions precedent
to the existence of a binding agreement. Each party acknowledges receipt of the
sum of $1.00 and other good and valuable consideration as separate and distinct
consideration for agreeing to the conditions of precedent in favor of the other
party or parties set forth in this Article.

    


    Confidentiality

    


    7.6           Notwithstanding
any provision herein to the contrary, the parties hereto agree that the
existence and terms of this Agreement are confidential and that if this
Agreement is terminated pursuant to the preceding section the parties agree to
return to one another any and all financial, technical and business documents
delivered to the other party or parties in connection with the negotiation and
execution of this Agreement and shall keep the terms of this Agreement and all
information and documents received from ProVision and MailTec and the contents
thereof confidential and not utilize nor reveal or release same, provided,
however, that MailTec will be required to issue news releases regarding the
execution and consummation of this Agreement and file a Current Report on Form
8-K with the Securities and Exchange Commission respecting the proposed Merger
contemplated hereby together with such other documents as are required to
maintain the currency of MailTec’ filings with the Securities and Exchange
Commission.

    


    ARTICLE
8

    RISK

    


    Material
Change in the Business of ProVision

    


    8.1              If
any material loss or damage to the ProVision Business occurs prior to Closing
and such loss or damage, in MailTec' reasonable opinion, cannot be substantially
repaired or replaced within sixty (60) days, MailTec shall, within two (2) days
following any such loss or damage, by notice in writing to ProVision, at its
option, either:

    


    
      	
              (a)  

            	
              terminate
      this Agreement, in which case no party will be under any further
      obligation to any other party; or

            


    

    


    
      	
              (b)  

            	
              elect
      to complete the Merger and the other transactions contemplated hereby, in
      which case the proceeds and the rights to receive the proceeds of all
      insurance covering such loss or damage will, as a condition precedent to
      MailTec' obligations to carry out the transactions contemplated hereby, be
      vested in ProVision or otherwise adequately secured to the satisfaction of
      MailTec on or before the Closing
Date.

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    Material
Change in the MailTec Business

    


    8.2              If
any material loss or damage to the MailTec Business occurs prior to Closing and
such loss or damage, in ProVision's reasonable opinion, cannot be substantially
repaired or replaced within sixty (60) days, ProVision shall, within two (2)
days following any such loss or damage, by notice in writing to MailTec, at its
option, either:

    


    
      	
              (a)  

            	
              terminate
      this Agreement, in which case no party will be under any further
      obligation to any other party; or

            


    

    


    
      	
              (b)  

            	
              elect
      to complete the Merger and the other transactions contemplated hereby, in
      which case the proceeds and the rights to receive the proceeds of all
      insurance covering such loss or damage will, as a condition precedent to
      ProVision's obligations to carry out the transactions contemplated hereby,
      be vested in MailTec or otherwise adequately secured to the satisfaction
      of ProVision on or before the Closing
Date.

            


    

     

    ARTICLE
9

    CLOSING

    


    Closing

    


    9.1              The
Merger and the other transactions contemplated by this Agreement will be closed
at the Place of Closing in accordance with the closing procedure set out in this
Article.

    


    Documents
to be Delivered by ProVision

    


    9.2              On
or before the Closing, ProVision and the ProVision Shareholder will deliver or
cause to be delivered to MailTec:

    


    
      	
              (a)  

            	
              the
      original or certified copies of the charter documents of ProVision and all
      corporate records documents and instruments of ProVision, the corporate
      seal of ProVision and all books and accounts of
  ProVision;

            


    

    


    
      	
              (b)  

            	
              all
      reasonable consents or approvals required to be obtained by ProVision for
      the purposes of completing the Merger and preserving and maintaining the
      interests of ProVision under any and all ProVision Material Contracts and
      in relation to ProVision Assets;

            


    

    


    
      	
              (c)  

            	
              certified
      copies of such resolutions of the directors of ProVision as are required
      to be passed to authorize the execution, delivery and implementation of
      this Agreement;

            


    

    


    
      	
              (d)  

            	
              an
      acknowledgement from ProVision of the satisfaction of the conditions
      precedent set forth in section 7.3
hereof;

            


    

    


    
      	
              (e)  

            	
              the
      Certificate of Merger, duly executed by ProVision;
  and

            


    

    


    
      	
              (f)  

            	
              such
      other documents as MailTec may reasonably require to give effect to the
      terms and intention of this
Agreement.

            


    

    


    Documents
to be Delivered by MailTec

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    9.3              On
or before the Closing, MailTec shall deliver or cause to be delivered to
ProVision and the ProVision Shareholder:

    


    
      	
              (a)  

            	
              share
      certificates representing the Acquisition Shares duly registered in the
      names of the holders of shares of ProVision Common
  Stock;

            


    

    


    
      	
              (b)  

            	
              certified
      copies of such resolutions of the directors of MailTec as are required to
      be passed to authorize the execution, delivery and implementation of this
      Agreement;

            


    

    


    
      	
              (c)  

            	
              a
      certified copy of a resolution of the directors of MailTec dated as of the
      Closing Date appointing the nominees of ProVision as officers of
      ProVision;

            


    

    


    
      	
              (d)  

            	
              a
      resolution of the directors of MailTec appointing the nominees of the
      ProVision Shareholders to the board of directors of
    MailTec;

            


    

    


    
      	
              (e)  

            	
              resignations
      of all of the officers and directors of MailTec as of the Closing
      Date;

            


    

    


    
      	
              (f)  

            	
              an
      acknowledgement from MailTec of the satisfaction of the conditions
      precedent set forth in section 7.1
hereof;

            


    

    


    
      	
              (g)  

            	
              the
      Certificate of Merger, duly executed by the Merger
  Sub;

            


    

    


    
      	
              (h)  

            	
              such
      other documents as ProVision may reasonably require to give effect to the
      terms and intention of this
Agreement.

            


    

     

    ARTICLE
10

    POST-CLOSING
MATTERS

    


    Forthwith after the Closing, MailTec,
ProVision and the ProVision Shareholder agree to use all their best efforts
to:

    


    
      	
              (a)  

            	
              file
      the Certificate of Merger in accordance with State Corporation Law, as
      applicable;

            


    

    


    
      	
              (b)  

            	
              issue
      a news release reporting the
Closing;

            


    

    


    


    
      	
              (c)  

            	
              file
      a Form 8-K with the Securities and Exchange Commission disclosing the
      terms of this Agreement and, not more than 60 days following the filing of
      such Form 8-K, to file an amended Form 8-K which includes audited
      financial statements of ProVision as well as pro forma financial
      information of ProVision and MailTec as required by Regulation SB as
      promulgated by the Securities and Exchange
  Commission;

            


    

    


    
      	
              (d)  

            	
              take
      such steps are required to change the name of MailTec as may be acceptable
      to the board of directors of
MailTec.

            


    

    


    ARTICLE
11

    GENERAL
PROVISIONS

    


    Arbitration

    


    11.1           The
parties hereto shall attempt to resolve any dispute, controversy, difference or
claim arising out of or relating to this Agreement by negotiation in good
faith.  If such good negotiation fails to resolve such dispute,
controversy, difference or claim within fifteen (15) days after any party
delivers to any other party a notice of its intent to submit such matter to
arbitration, then any party to such dispute, controversy, difference or claim
may submit such matter to arbitration in the City of Los Angeles,
California.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    Notice

    


    11.2              Any
notice required or permitted to be given by any party will be deemed to be given
when in writing and delivered to the address for notice of the intended
recipient by personal delivery, prepaid single certified or registered mail, or
telecopier. Any notice delivered by mail shall be deemed to have been received
on the fourth business day after and excluding the date of mailing, except in
the event of a disruption in regular postal service in which event such notice
shall be deemed to be delivered on the actual date of receipt. Any notice
delivered personally or by telecopier shall be deemed to have been received on
the actual date of delivery.

    


    Addresses
for Service

    


    11.3              The
address for service of notice of each of the parties hereto is as
follows:

    


    
      	
              (a)  

            	
              MailTec
      or the Merger Sub:

            


    

    


    4774 So.
Holladay Blvd.

    Holladay,
Utah 84117

    Attention:  David
Stefansky

    Telephone
no. (801) 274-2220

    Facsimile
no.

    


    With a
copy to:

    Nathan W.
Drage, P.C.

    4766
Holladay Blvd.

    Holladay,  UT  84117

    ________

    _____________

                                   
_____________

    Attn:  _Nathan
W. Drage____________

    Telephone
no. __801-273-9300___________

    


    Facsimile
no.  _801-273-9314____________

    


    
      	
              (b)  

            	
              ProVision

            


    

    


    9253 Eton
Avenue

    Chatsworth,
California 91311

    Attention:
Curt Thornton

    Telephone
no. (818) 775-1624

    Facsimile
no.  (818) 775-1628

    


    With a
copy to:

    


    Sichenzia
Ross Friedman Ference LLP

    61
Broadway

    New York,
New York 10006

    Attn:  Andrea
Cataneo, Esq.

    Phone:  (212)
930-9700

    Telecopier:  (212)
930-9725

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    Change
of Address

    


    11.4              Any
party may, by notice to the other parties change its address for notice to some
other address in North America and will so change its address for notice
whenever the existing address or notice ceases to be adequate for delivery by
hand. A post office box may not be used as an address for service.

    


    Further
Assurances

    


    11.5              Each
of the parties will execute and deliver such further and other documents and do
and perform such further and other acts as any other party may reasonably
require to carry out and give effect to the terms and intention of this
Agreement.

    


    Time
of the Essence

    


    11.6              Time
is expressly declared to be the essence of this Agreement.

    


    Entire
Agreement

    


    11.7              The
provisions contained herein constitute the entire agreement among ProVision, the
ProVision Shareholder, the Merger Sub and MailTec respecting the subject matter
hereof and supersede all previous communications, representations and
agreements, whether verbal or written, among ProVision, the ProVision
Shareholder, the Merger Sub and MailTec with respect to the subject matter
hereof.

    


    Enurement

    


    11.8              This
Agreement will enure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, successors and permitted
assigns.

    


    Assignment

    


    11.9              This
Agreement is not assignable without the prior written consent of the parties
hereto.

    


    Counterparts

    


    11.10              This
Agreement may be executed in counterparts, each of which when executed by any
party will be deemed to be an original and all of which counterparts will
together constitute one and the same Agreement. Delivery of executed copies of
this Agreement by telecopier will constitute proper delivery, provided that
originally executed counterparts are delivered to the parties within a
reasonable time thereafter.

    


    Applicable
Law

    


    11.11                      This
Agreement is subject to the laws of the State of California.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF the parties
have executed this Agreement effective as of the day and year first above
written.

     

    
      
        	MAILTEC HOLDINGS,
      INC.	 
	 	 	 
	
                By:
      

              	/s/ Jeff
      A. Hanks  	 
	 	Jeff
      A. Hanks	 
	 	President
      and Secretary	 


      

    

     

     

    
      
        
          	PROVISION MERGER CORP.	 
	 	 	 
	
                  By:
      

                	/s/  Curt
      Thornton	 
	 	Curt
      Thornton	 
	 	President
      and Secretary	 


        

      

      
 

    

    
      
        
          	PROVISION INTERACTIVE TECHNOLOGIES,
      INC.	 
	 	 	 
	
                  By:
      

                	/s/ Curt
      Thornton      	 
	 	Curt
      Thornton	 
	 	President	 


        

      

       

    

    
      
        
          
            	 	 
	 	 	 
	
                    By:
      

                  	/s/ Bob
      Ostrander   	 
	 	Bob
      Ostrander	 
	 	Secretary	 


          

        

         

      

    

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

       

      SCHEDULE  A

    

    


    Capitalization

     

    
      	 
      	
              ProVision
      Shares

            	
              Acquisition
      Shares

            
	
              Current
      ProVision Shareholders

            	
              7,677,500

            	
              15,355,000

            
	
              Curt
      Thornton

            	
              400,000

            	
              800,000

            
	
              Bob
      Ostrander

            	
              300,000

            	
              600,000

            
	
              Jeff
      Vrachan

            	
              300,000

            	
              600,000

            
	
              Thomas
      E. Nix III

            	
              107,742

            	
              215,484

            
	
              Gregory
      Seifert

            	
              161,242

            	
              322,485

            
	
              Joseph
      D.McMahon

            	
              69,854

            	
              139,708

            
	
              Shawn
      Holmes

            	
              53,734

            	
              107,467

            
	
              Joel
      Yanowitz

            	
              85,908

            	
              171,816

            
	
              Scott
      D.Christensen

            	
              26,846

            	
              53,693

            
	
              Kevin
      Sullivan

            	
              53,693

            	
              107,385

            
	
              Joel
      Franciosa

            	
              26,819

            	
              53,638

            
	
              Stephen
      Sullivan

            	
              26,743

            	
              53,487

            
	
              A.
      Hosseinioun & S.Shooshtary

            	
              53,459

            	
              106,918

            
	
              Gerald
      Yanowitz

            	
              53,404

            	
              106,809

            
	
              Karen
      A. Meena

            	
              26,633

            	
              53,267

            
	
              George
      H. David

            	
              26,627

            	
              53,253

            
	
              Charles
      Gullo & Michelle Meena

            	
              26,606

            	
              53,212

            
	
              Thomas
      Dunn

            	
              26,489

            	
              52,979

            
	
              Richard
      B. & Sherry L.Payne

            	
              158,318

            	
              316,637

            
	
              Ronald
      Landsman

            	
              20,972

            	
              41,944

            
	
              Joseph
      D. McMahon

            	
              36,624

            	
              73,248

            
	
              Scott
      D.Christensen

            	
              26,050

            	
              52,100

            
	
              Joseph
      D. McMahon

            	
              77,883

            	
              155,765

            
	
              Kevin
      Sullivan

            	
              51,908

            	
              103,816

            
	
              Joel
      Franciosa

            	
              25,927

            	
              51,853

            
	
              Stephen
      Sullivan

            	
              51,771

            	
              103,542

            
	
              Dennis
      Trainor

            	
              25,789

            	
              51,579

            
	
              John
      A. Rowel

            	
              51,565

            	
              103,130

            
	
              Kevin
      Sullivan

            	
              51,551

            	
              103,102

            
	
              Jonathan
      Shane

            	
              256,932

            	
              513,864

            
	
              Seifert
      Family Trust

            	
              25,666

            	
              51,332

            
	
              Josiah
      Lilly

            	
              50,316

            	
              100,631

            
	
              Charles
      Gullo & Michelle Meena

            	
              25,103

            	
              50,206

            
	 
      	 
      	 
      
	
              Totals

            	
              10,439,674

            	
              20,879,350

            


    

     

    Total
MailTec Shares Post Merger - 24,126,438

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    Schedule
5.1

    


    
      	
              ·  

            	
              Millennium
      Hanson – Piggyback registration rights (details on due diligence FTP
      site)

            


    

     

    
      	
              ·  

            	
              Catalpa
      Enterprises – Piggyback registration rights; Preemptive Rights (details on
      due diligence FTP site)

            


    

     

    
      	
              ·  

            	
              Warrants
      (not included in 6/30/07 audited financials or Due Diligence FTP
      site)

            


    

     

    
      	
              o  

            	
              Tracey
      Yeager – 25,000

            


    

     

    
      	
              o  

            	
              Patrick
      Maes – 60,000

            


    

     

    
      	
              o  

            	
              Bob
      Ostrander – 100,000

            


    

     

    
      	
              o  

            	
              Curt
      Thornton – 140,000

            


    

     

     

    29