AGREEMENT
        AND PLAN OF MERGER

       

      AGREEMENT
        AND PLAN OF MERGER dated as of June 19, 2007 (this "Agreement")
        by and between CyberSentry, Inc, a Delaware Corporation and Ludvik Capital,
        Inc, a Delaware Corporation the ("Surviving Corporation").

       

      WHEREAS,
        CyberSentry, Inc and Ludvik Capital, Inc desire to merge pursuant to
        the
        terms and conditions of this Agreement and in accordance with Delaware
Corporation
        Law and have adopted and approved this Agreement in accordance with such
        law;
        and 

       

      WHEREAS,
        the majority of the stockholders of CyberSentry, Inc and Ludvik Capital,
        Inc have adopted and approved this Agreement in accordance with Delaware
        Law.

       

      NOW,
        THEREFORE, in consideration of the premises and agreements contained
herein,
        and for other good and valuable consideration, the receipt and sufficiency
        of
which
        are
        hereby acknowledged, the parties hereto agree as follows:

       

      ARTICLE
        I

      THE
        MERGER

       

      Section
        1.1. The Merger. CyberSentry, Inc shall merge with and into Ludvik Capital,
        Inc (the "Merger"). Ludvik Capital, Inc shall be the surviving corporation
        in
        the Merger,
        and at the Effective Time (as defined below), the separate existence of
CyberSentry,
        Inc shall cease. The corporate existence of Ludvik Capital, Inc with its
        purposes,
        powers and objects, shall continue unaffected and unimpaired by the Merger,
        and
        as
        the surviving corporation it shall succeed to all rights and assets of
        CyberSentry, Inc,
        as
        and to the extent provided under Delaware Corporation Law.

       

      Section
        1.2. The Effective Time. The Merger shall become effective (the "Effective
        Time") upon the filing of (i) a certificate of merger executed by Ludvik
        Capital,
        Inc with the Secretary of State of the State of Delaware in the form of which
        is
attached
        as Annex A and (ii) this Agreement and Plan of Merger executed by CyberSentry,
        Inc and Ludvik Capital, Inc to be effective June 29, 2007.

       

      Section
        1.3. Certificate of Incorporation. The Certificate of Incorporation of
Ludvik
        Capital, Inc shall, as of the Effective Time, be the Certificate of
        Incorporation of the
        Surviving Corporation until duly amended.

       

      Section
        1.4. By-Laws. The By-Laws of Ludvik Capital, Inc shall, as of the Effective
        Time, be the By-Laws of the Surviving Corporation until duly
        amended.

       

      Section
        1.5. Officers and Directors. At the Effective Time, the directors and
officers
        of the Surviving Corporation shall be as follows:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      
        	
                Name

              	
                Position(s)

              
	
                Frank
                  Kristan 

              	
                Chairman
                  of the Board of Directors

              
	 	
                President
                  and Chief Executive Officer

              
	 	 
	
                Frank
                  Kristan

              	
                Secretary
                  and Treasurer

              


      

    

    

      The
        terms
        and classes of the directors shall be determined by the Board of Directors
        of the Surviving Corporation.

       

      Section
        1.6 Advisors. Ludvik Nominees Pty Ltd shall be the sole and exclusive
advisor
        to Ludvik Capital, Inc.

       

      Section
        1.7. Required Approvals. This Agreement has been adopted and approved
by
        the
        majority of the stockholders of Ludvik Capital, Inc and CyberSentry, Inc
        in
accordance
        with Delaware Law.

       

      Section
        1.8. Corporate Name. The name under which Ludvik Capital, Inc was originally
        formed in Delaware was "Ludvik Capital, Inc.".

       

      Section
        1.9. Financial Statements. The Financial Statements for the merged Ludvik
        Capital, Inc are hereby incorporated by reference.

       

      ARTICLE
        II

      CONVERSION
        OF SHARES

       

      Section
        2.1. Effect of the Merger on Capital Stock. At the Effective Time, by
virtue
        of
        the Merger and without any action on the part of the Constituent Corporations
        or
the
        holders of any capital stock thereof:

       

      (a)
        Cancellation of Outstanding Capital Stock of CyberSentry, Inc. All issued
        and
outstanding
        shares of capital stock of CyberSentry, Inc and all treasury stock owned
        by
them,
        shall be canceled and cease to exist.

       

      (b)
        Issuance of Common Shares. Four Thousand Six Hundred and Fifty Five Thousand
        (4,655) Common Shares of the Surviving Corporation will be issued to the
        holders
        of CyberSentry shares pursuant to this agreement In the event that a
CyberSentry
        shareholder receives less than One Hundred (100) shares in the exchange,
        the
        shareholder shall be rounded up to receive One Hundred (100) shares. Four
        Hundred Thousand
        (400,000) common shares shall be issued to Ludvik Nominees Pty Ltd for the
        benefit
        of CyberSentry creditors and assumption of liabilities of CyberSentry,
        Inc.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    (c)
      Continuance of Capital Stock of Ludvik Capital. Each Ludvik Capital, Inc
Common
      Share that is issued and outstanding immediately prior to the Effective Time
      shall
      continue to be issued and outstanding.

     

    Section
      2.2. Closing of Transfer Books. From and after the Effective Time, the
stock
      transfer books of CyberSentry, Inc shall be closed and no transfer of any
      capital stock
      shall thereafter be made.

     

    
      ARTICLE
        III

      REPRESENTATIONS
        AND WARRANTIES

       

      Section
        3.1. Representations and Warranties. Each party hereby represents and
warrants
        to the other that such party: (i) is a corporation duly organized and in
        good
standing
        in its jurisdiction of incorporation; (ii) has obtained the approval of its
        board of directors
        to effect the Merger; and (iii) has full power and authority to execute,
        deliver
and
        perform this Agreement.

       

      ARTICLE
        IV

      CLOSING
        CONDITIONS; THE CLOSING

       

      Section
        4.1. Closing Conditions. (a) The consummation of the Merger and the other
        transactions provided herein is conditioned upon the satisfaction of the
        following conditions:
        (i) Ludvik Capital, Inc shall have provided the payment to the State of
Delaware
        for fees, taxes and outstanding obligations, in certified funds as evidence
        of
sufficient
        capital to effect the Merger and (ii) the Effective Date of the Order shall
        have
occurred.
        The parties shall use their commercially reasonable efforts to satisfy the
        foregoing
        conditions.

       

      ARTICLE
        V

      TERMINATION
        OR ABANDONMENT OF MERGER

       

      Section
        5.1. Termination. This Agreement may not be terminated or the Merger
abandoned
        at any time prior to the Effective Time by the Board of Directors of Ludvik
        Capital,
        Inc unless the Board of Directors of Ludvik Capital, Inc shall determine
        for any
reason
        that the consummation of the transactions contemplated hereby would be
inadvisable
        or not in the best interests of Ludvik Capital, Inc or its
        shareholders.

       

      ARTICLE
        VI

      AMENDMENTS

       

      Section
        6.1. Amendments. At any time prior to the Effective Time, the parties
hereto
        may by written agreement amend, modify or supplement any provision of this
        Agreement,
        provided that no such amendment, modification or supplement may be made
if,
        in
        the sole judgment of the Board of Directors of Ludvik Capital, Inc it would
        adversely
        affect the rights and interests of Ludvik Capital Inc's shareholders in any
        material
        respect.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    ARTICLE
      VII

    
      ACCOMPLISHMENT
        OF MERGER

       

      Section
        7.1. Further Assurances. The parties hereto each agree to execute such
documents
        and instruments and to take whatever action may be necessary or desirable
        to
consummate
        the Merger.

       

      ARTICLE
        VIII

      MISCELLANEOUS
        PROVISIONS

       

      Section
        8.1. Governing Law. This Agreement shall be construed under and in accordance
        with the laws of the State of Delaware applicable to contracts to be fully
        performed
        in such State, without giving effect to choice of law principles.

       

      Section
        8.2. Headings. The headings set forth herein are for convenience only and
        shall
        not
        be used in interpreting the text of the section in which they
        appear.

       

      Section
        8.3. Binding Effect; Successors and Assigns. This Agreement may not be
assigned
        by either party without the written consent of the other party; this Agreement
        shall
        be
        binding upon and inure to the benefit of the respective successors and permitted
        assigns
        of the parties hereto.

       

      Section
        8.4. Counterparts. This Agreement may be executed in separate counterparts,
        each of which, when so executed, shall be deemed to be an original, and
such
        counterparts when taken together shall constitute but one and the same
        instrument.

       

      Section
        8.5. Extensions of Time. At any time prior to the Effective Time, the
parties
        hereto may, by written agreement, extend time for the performance of any
        of the
obligations
        or other acts of the parties hereto.

       

      Section
        8.6. Merger Agreement. A copy of this Agreement is on file at the principal
        place of business of Ludvik Capital, Inc, 504 Thomas Bransby, Williamsburg,
        Virginia
        23185 and will be furnished by the Surviving Corporation, on request and
        without
        cost, to any stockholder or shareholder of either Constituent
        Corporation.

       

      Section
        8.7. Reimbursement of Expenses. Upon closing of the Merger under this
Agreement,
        the Surviving Corporation shall reimburse the officers, directors and
shareholders
        of Ludvik Capital, Inc as the case may be, for all costs and expenses
incurred
        by any of such persons in connection with the Merger, including without
limitation,
        all legal fees and expenses.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    IN
      WITNESS WHEREOF, the Trustee, the Debtor and Ludvik Capital, Inc have
caused
      this Agreement to be signed by their respective officers thereunto duly
      authorized as
      of the
      day first above written.

     

     

    
      LUDVIK
        CAPITAL, INC.

       

       

      By: 
        /s/ Frank
        Kristan 
        
          

        

      

      Name:
        Frank Kristan

      Title:
        President

       

       

      CYBERSENTRY,
        INC.

       

       

      By: 
        /s/ Hal
        Shankland 
        
          

        

      

      Name:
        Hal
        Shankland

      Title:
        Chief Executive Officer

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT

    

    Merger
      Agreement 

    


    FINANCIAL
      INFORMATION

     

    The
      Financial Statements of the Company filed with this report were prepared by
      management and commence on the following page, together with related Notes.
      In
      the opinion of management, the Financial Statement fairly present the financial
      condition of the Company.

    


    Ludvik
      Capital, Inc

    As
      of
      March 31, 2007

    


    
      	
              ASSETS

            	 	 	 
	 	 	 	 
	
              ASSETS

            	 	 	 
	 	 	 	 
	
              Cash
                and Cash Equivalents

            	 	
              $

            	
              37,254

            	 
	 	 	 	 	 
	
              Investments
                at Fair Value

            	 	 	 	 
	
              Control
                Investments at cost

            	 	 	
              9,178,769
                

            	 
	
              TOTAL
                ASSETS 

            	 	
              $

            	
              9,216,023

            	 
	 	 	 	 	 
	
              LIABILITIES
                and STOCKHOLDERS' EQUITY

            	 	 	 	 
	 	 	 	 	 
	
              CURRENT
                LIABILITIES

            	 	 	 	 
	 	 	 	 	 
	
              Accounts
                Payable

            	 	
              $

            	
              8,500

            	 
	
              TOTAL
                LIABILITIES

            	 	
              $

            	
              8,500

            	 
	
              STOCKHOLDERS'
                EQUITY

            	 	 	 	 
	 	 	 	 	 
	
              Common
                stock, $0.001 par value; 100,000,000 shares

            	 	 	 	 
	
              Authorized
                and 20,000,000 shares issued; 

            	 	 	 	 
	
               

            	 	 	 	 
	
              Opening
                Balance Equity

            	 	
              $

            	
              9,178,769

            	 
	
              Additional
                paid in capital

            	 	 	
              28,754
                

            	 
	
              TOTAL
                STOCKHOLDERS' EQUITY

            	 	
              $

            	
              9,207,523

            	 
	
              TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY

            	 	
              $

            	
              9,216,023

            	 


    

    


    The
      accompanying notes are an integral part of financial
      statements.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Ludvik
      Capital, Inc

    Notes
      To
      Financial Statements

    As
      of
      March 31, 2007

    


    


    


    NOTE
      1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    


    
      	A.	
              Organization
                and Business Operations

            


    

    


    Ludvik
      Capital, Inc as the successor company by merger to Patriot Advisors, Inc, and
      Templar Corporation("the Company") was incorporated in the State of Delaware
      on
      October 20,2006 to serve as a vehicle to effect the Agreement and Plan of Merger
      in United States Bankruptcy Court in the District of Maine in Case
      No.04-20328.

    


    On
      November 8, 2006, the Company began business operations, and all activity prior
      to that date relates to the Company's formation and implementation of the
      Agreement and Plan of merger.

     

    The
      Company's fiscal year end is June 30, 2007.

     

    
      	B.	
              Basis
                of Presentation

            


    

    


    The
      accompanying financial statements have been prepared by the Company in
      accordance with generally accepted accounting principles in the United States.
      Certain information and footnote disclosures normally included in financial
      statements, prepared in accordance with generally accepted accounting
      principles, have been condensed or omitted pursuant to such rules and
      regulations. The Company believes that the disclosures in these financial
      statements are adequate and not misleading.

    


    In
      the
      opinion of management, the financial statements contain all adjustments
      (consisting only of normal recurring adjustments) necessary for a fair
      presentation of the Company's financial position as of March 31, 2007 and is
      not
      necessarily indicative of the results for any future period.

    


    
      	C.	
              Cash
                and Cash Equivalents

            


    

    


    For
      purposes of the statement of cash flows, the Company considers all highly liquid
      investments purchased with an original maturity of three months or less to
      be
      cash equivalents.

    


    
      	D.	
              Investments
                at Fair Value

            


    

    


    The
      Investments consist of the cost basis for the investments in real estate, ACRE,
      Avenger Boats, Child Support Payment Corporation and Patriot Growth Fund, LP.
      The Investments at Fair Value also include the holdings of Patriot Advisors,
      Inc
      and Templar Corporation as they specifically relate to loans to Unitech
      Industries, Inc, holdings in Prepaid Systems Inc and investment in the Patriot
      Growth Fund. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	E.	
              Income
                Taxes

            


    

    


    The
      Company accounts for income taxes under the Financial Accounting Standards
      Board
      of Financial Accounting Standards No. 109, "Accounting for Income Taxes"
      ("Statement 109"). Under Statement 109, deferred tax assets and liabilities
      are
      recognized for the future tax consequences attributable to differences between
      the financial statement carrying amounts of existing assets and liabilities
      and
      their respective tax basis. Deferred tax assets and liabilities are measured
      using enacted tax rates expected to apply to taxable income in the years in
      which those temporary differences are expected to be recovered or settled.
      Under
      Statement 109, the effect on deferred tax assets and liabilities of a change
      in
      tax rates is recognized in income in the period that includes the enactment
      date. 

    


    The
      company has $11,526,091 in tax loss carry forwards consisting of a tax loss
      carry forward of: 

    (i)
      $
      8,426,091 on the Cybersentry investment,

    (ii)
      $
      2,000,000 on the Prepaid Systems, Inc investment,

    (iii)
      $
      600,000 on the Unitech Industries, Inc investment and

    (iv)
      $
      500,000 on the Patriot Growth Fund Partnership interest. 

    


    NOTE
      2. STOCKHOLDERS' EQUITY

    


    
      	A.	
              Preferred
                Stock

            


    

    


    The
      Company is not authorized to issue shares of preferred stock.

    


    
      	B.	
              Common
                Stock

            


    

    


    The
      Company is authorized to issue 100,000,000 shares of common stock at $0.001
      par
      value. 

    


    
      	C.	
              Warrant
                and Options

            


    

    


    There
      are
      no warrants or options outstanding to issue any additional shares of common
      stock.

     

    
      	D.	
              Subsequent
                Events

            


    

    


    Not
      applicable

    


    NOTE
      3. Management's Discussion and Analysis - Plan of
      Operation.

    


    The
      following discussion should be read in conjunction with the information
      contained in the financial statements of the Company and the Notes thereto
      appearing elsewhere herein.

    


    Results
      of Operations - As of March 31, 2007

    


    The
      Company is considered to be in the development stage as defined in Statement
      of
      Financial Accounting Standards No. 7. There have been no operations since
      inception until November 8, 2006. The company commenced limited operations
      on
      November 8, 2006.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      operations of Ludvik Capital, Inc (“LCI”) will include making investments in
      public and private companies. LCI will provide long-term equity and debt
      investment capital to fund growth, acquisitions and recapitalizations of small
      and middle-market companies in a variety of industries primarily located in
      the
      U.S.  LCI will make active or passive investments in common and preferred
      stock and warrants or rights to acquire equity interests; in addition to senior
      and subordinated loans; or convertible securities. Ludvik Capital will serve
      as
      a lead investor for transactions, as well as a co-investor in
      companies along with other private equity sponsors. 

    


    The
      Company has $37,254 in cash and cash equivalents as of March 31, 2007 and
      investments of $9,178,769.

     

    STATEMENT
      REGARDING FORWARD-LOOKING INFORMATION

    


    This
      report contains various forward-looking statements that are based on the
      Company's beliefs as well as assumptions made by and information currently
      available to the Company. When used in this report, the words "believe,"
      "expect," "anticipate," "estimate" and similar expressions are intended to
      identify forward-looking statements. Such statements may include statements
      regarding seeking business opportunities, payment of operating expenses,
      and

    the
      like,
      and are subject to certain risks, uncertainties and assumptions which could
      cause actual results to differ materially from projections or estimates
      contained herein. Factors which could cause actual results to differ materially
      include, among others, unanticipated delays or difficulties in location of
      a
      suitable business acquisition candidate, unanticipated or unexpected costs
      and
      expenses, competition and changes in market conditions,lack of adequate
      management personnel and the like. Should one or more of

    these
      risks or uncertainties materialize, or should underlying assumptions prove
      incorrect, actual results may vary materially form those anticipated, estimated
      or projected. The Company cautions again placing undue reliance on
      forward-looking statements all of that speak only as of the date
      made.

    


    NOTE
      4. Controls and Procedures.

    


    The
      Company maintains a system of controls and procedures designed to provide
      reasonable assurance as to the reliability of the financial statements and
      other
      disclosures included in this report, as well as to safeguard assets from
      unauthorized use or disposition. As of March 31, 2007, the Company's Chief
      Executive Officer and principal financial officer has evaluated the
      effectiveness of the design and operation of the Company's disclosure controls
      and procedures. Based upon that evaluation, the Company's Chief Executive
      Officer and principal financial officer concluded that the Company's disclosure
      controls and procedures are effective. There have been no significant changes
      in
      the Company's internal controls or in other factors which could significantly
      affect internal controls subsequent to the date the Company carried out its
      evaluation.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    PART
      II
      -- OTHER INFORMATION

    


    Item
      1.
      Legal Proceedings.

    


    The
      company may become involved in legal proceedings in the normal course of
      business. The Company is unaware of any legal proceedings against it that would
      materially affect its operations.

    


    Item
      2.
      Changes in Securities.

    


    Not
      applicable.

    


    Item
      3.
      Defaults upon Senior Securities.

    


    Not
      applicable.

    


    Item
      4.
      Submission of Matters to a Vote of Security Holders.

    


    Not
      applicable.

    


    Item
      5.
      Other Information.

    


    Not
      applicable.

    


    Item
      6.
      Exhibits and Reports 

    


    None

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    SIGNATURES

    


    The
      company caused this financial report to be signed on its behalf by the
      undersigned, thereunto duly authorized.

    


    


    Ludvik
      Capital, Inc

    (Company)

     

    By: 
      /s/ Frank J Kristan 
      
        

      

    

    Name: 
      Frank J. Kristan

    Title:   
      President

    


    Dated:
      March 31, 2007.