AMENDED

                          AGREEMENT AND PLAN OF MERGER

                                   DATED AS OF

                                  JULY 18, 2008

                                  BY AND AMONG

                         WORLD PEACE TECHNOLOGIES, INC.,

                         LTH ACQUISITION, CORPORATION.,

                                       AND

                        LEGACY TECHNOLOGY HOLDINGS, INC.







<PAGE>







                                     AMENDED

                          AGREEMENT AND PLAN OF MERGER



         THE  AGREEMENT  AND  PLAN  OF  MERGER,  dated  as of May 29,  2008  and
subsequently  executed  June 16, 2008 (this  "Agreement"),  by and among  Legacy
Technology Holdings,  Inc., a Colorado corporation  ("Legacy"),  LTH Acquisition
Corporation, a Colorado corporation ("LTH"), and World Peace Technologies, Inc.,
a Colorado corporation ("WPC") is hereby amended, in its entirety.

         WHEREAS, the boards of directors of Legacy, LTH and WPC,  respectively,
have  each  approved,   as  being  in  the  best  interests  of  the  respective
corporations and their stockholders,  the merger (the "Merger") of WPC with LTH,
in  accordance  with  the  applicable   provisions  of  the  Colorado   Business
Corporation Act (the "CBCA");

         WHEREAS,  pursuant  to the  Merger,  all of the  outstanding  shares of
common  stock  of WPC  ("WPC  Common  Stock")  shall,  in  accordance  with  the
provisions of this  Agreement,  be converted  into 9 million  shares of Legacy's
common  stock  ("Legacy's  Common  Stock")  allocated  pro-rata  among  the  WPC
shareholders;

         WHEREAS,  for federal  income tax  purposes,  it is  intended  that the
Merger  shall  qualify  as a tax-free  reorganization  under the  provisions  of
Section 368 of the Internal Revenue Code of 1986, as amended (the "Code");

         WHEREAS,  Legacy,  LTH and WPC desire to make certain  representations,
warranties,  covenants and agreements in connection  with the merger and also to
prescribe various conditions to the Merger; and

         WHEREAS,  this  Agreement is intended to set forth the terms upon which
WPC will merge with and into LTH;

         NOW,  THEREFORE,  in  consideration of the foregoing and the respective
representations,  warranties, covenants and agreements set forth herein, and for
other good and  valuable  consideration  the receipt  and  adequacy of which are
hereby  acknowledged,  and intending to be legally bound hereby,  the parties do
hereby agree as follows:



<PAGE>





ARTICLE I
                                   THE MERGER

SECTION 1.01.     Filing of Certificate of Merger; Effective Time

         Subject to the provisions of this Agreement, a certificate of merger in
the forms approved by the parties hereto (the  "Certificate of Merger") shall be
duly  prepared,  executed  and  acknowledged  in  accordance  with  the CBCA and
thereafter  delivered  to the  Secretary  of State of the State of Colorado  for
filing as  provided in the CBCA  simultaneously  with the Closing (as defined in
Section  2.01).  The  Merger  shall  become  effective  upon the  filing  of the
Certificate  of Merger  with the  Secretary  of State of the  State of  Colorado
filing as provided in the CBCA, respectively (the "Effective Times").

SECTION 1.02.     Effects of the Merger.

(a) At the  Effective  Time  and by  virtue  of the  Merger,  (i)  the  separate
corporate  existence  of LTH shall  cease and LTH shall be merged  with and into
WPC, and WPC shall be the surviving  corporation (the "Surviving  Corporation");
(ii) all of the issued and  outstanding  WPC Common  Stock shall be converted as
provided in Section 1.03;  (iii) the certificate of  incorporation  of WPC as in
effect  immediately  prior to the  Effective  Time shall be the  certificate  of
incorporation  of the Surviving  Corporation;  and (iv) the by-laws of WPC as in
effect  immediately  prior to the  Effective  Time  shall be the  by-laws of the
Surviving Corporation.

(b) Without limiting the generality of the foregoing, and subject thereto and to
any other  applicable  laws, at the Effective Time, all the properties,  rights,
privileges,  powers and  franchises  of WPC and LTH shall vest in the  Surviving
Corporation,   and,  subject  to  the  terms  of  this  Agreement,   all  debts,
liabilities,  restrictions,  disabilities and duties of WPC and LTH shall become
the debts, liabilities,  restrictions,  disabilities and duties of the Surviving
Corporation.

SECTION 1.03.     Conversion of Securities.

         As of the  Effective  Time,  by virtue of the  Merger and  without  any
action on the part of any holder thereof:

(a) Each share of WPC Common  Stock that is issued and  outstanding  immediately
prior to the Effective Time shall,  except as set forth below, be converted into
that number of shares of Legacy Common Stock equal to the Conversion Amount such
that 9 million shares of common stock are issued to WPC  shareholders  allocated
pro-rata among them in accordance  with their  ownership of WPC. All such shares
of WPC Common Stock shall no longer be outstanding  and shall  automatically  be
canceled and retired and shall cease to exist,  and each holder of a certificate
representing such shares of WPC Common Stock shall cease to have any rights with
respect  thereto,  except  the right to  receive  the number of shares of Legacy
Common  Stock to be issued in  consideration  therefore  upon  surrender of such
certificate in accordance with Section 1.04, without interest; and



<PAGE>





(b)  Each  share  of  capital  stock  of LTH  that  is  issued  and  outstanding
immediately  prior to the Effective Time shall be canceled and be converted into
one share of common stock of the  Surviving  Corporation,  and each  certificate
evidencing  ownership  of any  such  shares  of  LTH  shall  thereupon  evidence
ownership of the same number of shares of the Surviving Corporation.

(c) Each share of Legacy Common Stock that is issued and outstanding immediately
prior  to the  Effective  Time  and  held by WPC  shall  be  canceled  and  each
certificate evidencing ownership of any such shares shall thereupon be canceled.

SECTION 1.04.     Exchange Procedures.

(a) As soon as practicable  after the Effective Time,  Legacy shall mail to each
WPC  Stockholder a letter of transmittal and  instructions  for use in effecting
the  surrender  of  certificates   representing   shares  of  WPC  Common  Stock
outstanding  immediately  prior to the Effective  Time (the  "Certificates")  in
appropriate and customary form with such provisions as the board of directors of
Legacy after the Merger may reasonably specify.  Upon surrender of a Certificate
for cancellation to Legacy,  together with such letter of transmittal,  duly and
properly  executed,  the holder of such Certificate shall be entitled to receive
in exchange therefore a certificate representing that number of shares of Legacy
Common  Stock as is equal to the  product  of the number of shares of WPC Common
Stock  represented  by the  certificate  multiplied  by the  Conversion  Amount,
together with any  dividends and other  distributions  payable  hereof,  and the
Certificate so surrendered shall be canceled.  Until surrendered as contemplated
by this Section 1.04, each  Certificate  shall, at and after the Effective Time,
be deemed  to  represent  only the  right to  receive,  upon  surrender  of such
Certificate,  Legacy Common Stock as  contemplated by this Section 1.04, and the
holders  thereof  shall have no rights  whatsoever  as  stockholders  of Legacy.
Shares of Legacy  Common  Stock  issued in the Merger  shall be  issued,  and be
deemed to be outstanding,  as of the Effective Time. Legacy shall cause all such
shares  of  Legacy  Common  Stock  issued  pursuant  to the  Merger  to be  duly
authorized,  validly issued,  fully paid and  non-assessable  and not subject to
preemptive rights.

(b) If any  certificate  representing  shares  of Legacy  Common  Stock is to be
issued  in a name  other  than  that in which  the  Certificate  surrendered  in
exchange therefore is registered,  it shall be a condition of such exchange that
the  Certificate  so  surrendered  shall be properly  endorsed and  otherwise in
proper form for transfer and that the person  requesting such exchange shall pay
any transfer or other taxes  required by reason of the issuance of  certificates
for such  shares  of  Legacy  Common  Stock  in a name  other  than  that of the
registered holder of the Certificate so surrendered.

(c) In the event any Certificate shall have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming such  Certificate
to be lost, stolen or destroyed and upon the posting by such person of a bond in
such amount as Legacy may  reasonably  direct as an indemnity  against any claim
that may be made against it with respect to such Certificate,  Legacy will issue
in  respect  of  such  lost,  stolen  or  destroyed   Certificate  one  or  more
certificates  representing shares of Legacy Common Stock as contemplated by this
Section 1.04.



<PAGE>





(d) If any  Certificates  shall not have been  surrendered  prior to three years
after the Effective Time (or immediately prior to such earlier date on which any
payment in respect hereof would otherwise  escheat or become the property of any
governmental unit or agency), the payment in respect of such Certificates shall,
to the extent  permitted by applicable law, become the property of the Surviving
Corporation,  free and clear of all claims or interests of any person previously
entitled thereto.

(e) Legacy  shall be  entitled  to deduct and  withhold  from the  consideration
otherwise  payable  pursuant to this  Agreement  to any holder of a  Certificate
surrendered  for shares of Legacy Common Stock such amount as Legacy is required
to deduct and  withhold  with  respect to the making of such  payment  under the
Code, or  provisions of any state,  local or foreign tax law. To the extent that
amounts are so deducted  and  withheld,  such  amounts  shall be treated for all
purposes  of  this  Agreement  as  having  been  paid  to  the  holder  of  such
Certificate.

SECTION 1.05.     Directors.

         Subject to applicable law, the directors designated by WPC shall be the
directors  of the  Surviving  Corporation  and shall  hold  office  until  their
respective  successors are duly elected and  qualified,  or their earlier death,
resignation  or removal,  in accordance  with  applicable  law and the Surviving
Corporation's  certificate of incorporation and bylaws.  David Kutchinski shall
be  appointed  Director,  effective  immediately  and  others  later  appointed.
Immediately  after the Effective  Time, the directors of Legacy shall resign and
the  directors  designated by WPC shall be appointed as the directors of Legacy,
subject to mailing of Shareholder's Notice under Section 14(f) of the Securities
Exchange Act of 1934.  The directors of Legacy prior to the Effective Time shall
remain entitled to indemnification for acts and omissions prior to the Effective
Time to the fullest extent  permitted  under Colorado law and the certificate of
incorporation and bylaws of Legacy in effect prior to the Effective Time.

SECTION 1.06.     Officers.

         David Kutchinski shall be appointed President and Michael Pick shall be
appointed  Secretary/Treasurer  and the prior  officers have resigned  effective
June 17, 2008 and Mr.  Kutchinski  and Mr.  Pick shall hold  office  until their
respective  successors are duly elected and  qualified,  or their earlier death,
resignation or removal. The officers of Legacy prior to the Effective Time shall
remain entitled to indemnification for acts and omissions prior to the Effective
Time to the fullest extent  permitted  under Colorado law and the certificate of
incorporation and bylaws of Legacy in effect prior to the Effective Time.

SECTION 1.07.     No Liability.

         Neither  Legacy  nor WPC shall be liable to any holder of shares of WPC
Common  Stock or Legacy  Common  Stock,  as the case may be, for such shares (or
dividends or  distributions  with respect thereto) or cash delivered to a public
official pursuant to any applicable abandoned property, escheat or similar law.



<PAGE>





ARTICLE II
                                   THE CLOSING

SECTION 2.01.     Closing.

         Unless this Agreement shall have been  terminated and the  transactions
herein  contemplated  shall have been  abandoned  pursuant to Article VIII,  and
subject to the  satisfaction  or waiver of the  conditions  set forth in Article
VII,  the  closing of the  Merger  (the  "Closing")  shall take place as soon as
reasonably  practicable  (but in no event on written notice of less than two (2)
business  days)  after  all of the  conditions  set  forth  in  Article  VII are
satisfied  or, to the extent  permitted  thereunder,  waived,  at the offices of
Michael A. Littman,  located at 7609 Ralston road, Arvada,  Colorado 80002 or at
such other time and place as may be agreed to in writing by the  parties  hereto
(the date of such Closing being referred to herein as the "Closing Date").

ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF Legacy

         Except  as  set  forth  in the  applicable  section  of the  disclosure
schedule  delivered by Legacy to WPC prior to the  execution  of this  Agreement
(the "Legacy  Disclosure  Schedule"),  Legacy  represents and warrants to WPC as
follows:

SECTION 3.01.     Organization of Legacy and LTH; Authority.

         Legacy is a corporation  duly organized,  validly  existing and in good
standing  under the laws of the State of  Colorado.  LTH is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Colorado. Each of Legacy and LTH has all requisite corporate power and corporate
authority to enter into the  Transaction  Documents  to which it is a party,  to
consummate the transactions  contemplated  hereby and thereby, to own, lease and
operate its  properties  and to conduct its business.  Subject to the receipt of
stockholder approval, the execution,  delivery and performance by each of Legacy
and LTH of the Transaction Documents to which it is a party and the consummation
of the transactions contemplated hereby and thereby have been duly authorized by
all necessary corporate action on the part of Legacy and LTH, including, without
limitation  the approval of the board of directors  of Legacy.  The  Transaction
Documents  have been duly  executed and delivered by each of Legacy and LTH and,
assuming  that  the  Transaction   Documents  constitute  a  valid  and  binding
obligation  of the  other  parties  thereto,  constitute  a  valid  and  binding
obligation  of each of Legacy  and LTH,  enforceable  against  Legacy and LTH in
accordance with its terms.  Each of Legacy and LTH is duly qualified or licensed
to do  business  as a  foreign  corporation  and is in  good  standing  in  each
jurisdiction in which the property owned, leased or operated by it or the nature
of the business conducted by it makes such qualification necessary, except where
the failure to obtain such  qualification or license would not,  individually or
in the aggregate,  have a Legacy Material Adverse Effect.  Legacy has heretofore
delivered  or  made  available  to  WPC  complete  and  correct  copies  of  the
certificate of incorporation and by-laws of Legacy and LTH, the minute books and
stock  transfer  records of Legacy and LTH,  as in effect as of the date of this
Agreement.  Neither  Legacy  nor  LTH  is in  violation  of  its  organizational
documents.



<PAGE>





SECTION 3.02.     Capitalization.

         The authorized  capital stock of Legacy consists of 200,000,000  shares
of Legacy Common Stock, no par value, of which 1,007,003  shares are outstanding
on the date hereof (post reverse  split).  The  authorized  capital stock of LTH
consists  of 1,000  shares of common  stock,  par value $.001 per share of which
1,000 shares are issued and  outstanding on the date hereof.  No other shares of
any other class or series of Legacy  Common Stock or securities  exercisable  or
convertible  into or exchangeable  for Legacy Common Stock ("Legacy Common Stock
Equivalents") are authorized, issued or outstanding except that Legacy is in the
process of  renegotiating  approximately  $700,000  in notes  payable to provide
conversions  to  common  shares,  at the  market  over a 24  month  period.  The
outstanding  shares of Legacy Common Stock have been duly authorized and validly
issued and are fully paid and  non-assessable  and were not issued in  violation
of, and are not subject to, any preemptive,  subscription or similar rights.  To
Legacy's  knowledge,  none of the outstanding  shares of Legacy Common Stock was
issued in violation of any Law, including without limitation,  federal and state
securities  laws.  There are no outstanding  warrants,  options,  subscriptions,
calls,  rights,  agreements,  convertible  or  exchangeable  securities or other
commitments or arrangements relating to the issuance, sale, purchase,  return or
redemption, and, to Legacy' knowledge, voting or transfer of any shares, whether
issued or un-issued,  of Legacy Common Stock, Legacy Common Stock Equivalents or
other  securities of Legacy.  On the Closing  Date,  the shares of Legacy Common
Stock for which shares of WPC Common Stock shall be exchanged in the Merger will
have been duly authorized and, when issued and delivered in accordance with this
Agreement, such shares of Legacy Common Stock will be validly issued, fully paid
and non-assessable.

SECTION 3.03.     No Violation; Consents and Approvals.

         The execution and delivery by Legacy of the Transaction  Documents does
not, and the  consummation of the transactions  contemplated  hereby and thereby
and  compliance  with the terms  hereof and thereof will not,  conflict  with or
result in any  violation of or default (or an event which,  with notice or lapse
of time or both, would constitute a default) under, (a) the terms and conditions
or provisions of the  certificate of  incorporation  or by-laws of Legacy or any
Legacy Subsidiary,  (b) any Law applicable to Legacy or any Legacy Subsidiary or
the property or assets of Legacy or any Legacy  Subsidiary,  or (c) give rise to
any right of termination,  cancellation or acceleration  under, or result in the
creation  of any  Lien  upon  any of the  properties  of  Legacy  or any  Legacy
Subsidiary  under any  Contract to which  Legacy or any Legacy  Subsidiary  is a
party or by which Legacy or any Legacy Subsidiary or any assets of Legacy or any
Legacy Subsidiary may be bound,  except, in the case of clauses (b) and (c), for
such  conflicts,  violations or defaults  which are set forth in Section 3.04 of
the Legacy  Disclosure  Schedule and as to which  requisite  waivers or consents
will have been obtained  prior to the Closing or which,  individually  or in the
aggregate,  would not have a Legacy  Material  Adverse  Effect.  No Governmental
Approval is required to be obtained or made by or with  respect to Legacy or any
Legacy  Subsidiary  in  connection  with  the  execution  and  delivery  of this
Agreement or the consummation by Legacy of the transactions contemplated hereby.



<PAGE>





SECTION 3.04.     Litigation; Compliance with Laws.

(a) There are: (i) no claims,  actions,  suits,  investigations  or  proceedings
pending  or, to the  knowledge  of Legacy,  threatened  against,  relating to or
affecting Legacy or the Legacy  Subsidiaries,  the business,  the assets, or any
employee, officer, director, stockholder, or independent contractor of Legacy or
the  Legacy  Subsidiaries  in their  capacities  as such,  except  that  Neptune
Technologies  has filed a collection  action  against  Neuro  Nutrition,  Inc. a
former  subsidiary and (ii) no orders of any  Governmental  Entity or arbitrator
outstanding against Legacy or the Legacy Subsidiaries, the business, the assets,
or any employee,  officer, director,  stockholder,  or independent contractor of
Legacy or the Legacy  Subsidiaries  in their  capacities  as such, or that could
prevent or enjoin,  or delay in any respect,  consummation  of the  transactions
contemplated  hereby.  Section 3.12 of the Legacy Disclosure Schedule includes a
description of all pending or threatened claims, actions, suits,  investigations
or proceedings  involving Legacy or the Legacy Subsidiaries,  the business,  the
assets,  or  any  employee,   officer,  director,   stockholder  or  independent
contractor of Legacy or the Legacy Subsidiaries in their capacities as such.

(b) Legacy and the Legacy  Subsidiaries  have  complied and are in compliance in
all material  respects  with all Laws  applicable to Legacy,  any  Subsidiary of
Legacy, its business or its assets.  Neither Legacy nor the Legacy  Subsidiaries
has received notice from any Governmental Entity or other Person of any material
violation of Law  applicable to Legacy,  any of the Legacy  Subsidiaries,  their
business or their assets.  Legacy and the Legacy  Subsidiaries have obtained and
hold all required  Licenses (all of which are in full force and effect) from all
Government  Entities  applicable  to  Legacy,  the  Legacy  Subsidiaries,  their
business or their assets.  No violations are or have been recorded in respect of
any such License and no proceeding  is pending,  or, to the knowledge of Legacy,
threatened to revoke or limit any such License.

Section 3.05      Debts

         Legacy  has  certain  debts  as shown on its  current  financials,  and
accruals since then, and such debt is NOT  extinguished  hereby and Legacy will,
as it can in the  future,  attempt  to  settle  such  debt for stock as it deems
justified and appropriate.

ARTICLE IV
                      REPRESENTATIONS AND WARRANTIES OF WPC

         Except  as  set  forth  in the  applicable  section  of the  disclosure
schedule  delivered  by WPC to Legacy prior to the  execution of this  Agreement
(the "WPC  Disclosure  Schedule"),  WPC  represents  and  warrants  to Legacy as
follows:

SECTION 4.01.     Organization of WPC; Authority.

         WPC is a  corporation  duly  organized,  validly  existing  and in good
standing under the laws of the State of Colorado and has all requisite corporate
power and  corporate  authority  to enter  into the  Transaction  Documents,  to
consummate the transactions  contemplated  hereby and thereby, to own, lease and
operate its  properties  and to conduct its business.  Subject to the receipt of
stockholder  approval by WPC, the execution,  delivery and performance by WPC of
the Transaction Documents and the consummation of the transactions  contemplated
hereby and thereby have been duly authorized by all necessary  corporate  action
on the part of WPC, including,  without limitation, the approval of the board of
directors  of WPC.  The  Transaction  Documents  have  been  duly  executed  and
delivered by WPC and, assuming that the Transaction Documents constitute a valid
and  binding  obligation  of Legacy  and LTH,  constitute  a valid  and  binding
obligation of WPC. WPC is duly qualified or licensed to do business as a foreign
corporation  and is in good standing in each  jurisdiction in which the property
owned,  leased or operated by it or the nature of the  business  conducted by it
makes such  qualification  necessary,  except  where the  failure to obtain such
qualification or license would not, individually or in the aggregate, have a WPC
Material  Adverse  Effect.  WPC has  heretofore  delivered or made  available to
Legacy complete and correct copies of the articles of incorporation  and by-laws
of WPC, the minute books and stock  transfer  records of WPC, as in effect as of
the  date of  this  Agreement.  WPC is not in  violation  of its  organizational
documents.

SECTION 4.02.     Capitalization.

(a) The authorized and outstanding  capital stock of WPC is set forth in Section
4.02(a) of the WPC  Disclosure  Schedule (the "WPC Capital  Stock").  All of the
outstanding  shares of the WPC Capital Stock are validly issued,  fully paid and
non-assessable.  To  WPC's  knowledge,  none of the  outstanding  shares  of WPC
Capital  Stock or other  securities  of WPC was issued in  violation of any Law,
including,  without limitation,  state and federal securities laws. There are no
Liens on or with respect to any outstanding shares of WPC Capital Stock.

(b) There are no outstanding:  (i) securities  convertible  into or exchangeable
for WPC Capital  Stock;  (ii)  options,  warrants or other rights to purchase or
subscribe for WPC Capital Stock; or (iii)  contracts,  commitments,  agreements,
understandings  or  arrangements of any kind relating to the issuance of any WPC
Capital  Stock,  any such  convertible  or  exchangeable  securities or any such
options,  warrants or rights.  There is no  outstanding  right,  option or other
agreement  of any kind to  purchase  or  otherwise  to receive  from WPC, or any
stockholder  of WPC, any ownership  interest in WPC, and there is no outstanding
right or security of any kind convertible into such ownership interest. To WPC's
knowledge,  there are no voting trusts,  proxies or other similar  agreements or
understandings  with  respect to the shares of WPC Capital  Stock.  There are no
obligations,  contingent or otherwise, of WPC to repurchase, redeem or otherwise
acquire  any  shares of WPC  Capital  Stock or to  provide  funds to or make any
investment  (in the form of a loan,  capital  contribution  or otherwise) in any
other  Person.  There are no accrued and unpaid  dividends  with  respect to any
outstanding shares of WPC Capital Stock.



<PAGE>





SECTION 4.03.     No Violation; Consents and Approvals.

         The execution  and delivery by WPC of the  Transaction  Documents  does
not, and the  consummation of the transactions  contemplated  hereby and thereby
and  compliance  with the terms hereof and thereof will not  conflict  with,  or
result in any  violation of or default (or an event which,  with notice or lapse
of time or both, would constitute a default) under, (a) the terms and conditions
or provisions of the articles of  incorporation  or by-laws of WPC, (b) any Laws
applicable  to WPC or the  property  or assets  of WPC,  or (c) give rise to any
right of  termination,  cancellation  or  acceleration  under,  or result in the
creation of any Lien upon any of the  properties of WPC under,  any Contracts to
which WPC is a party or by which WPC or any of its assets may be bound,  except,
in the case of clauses (b) and (c), for such  conflicts,  violations or defaults
as to which  requisite  waivers or consents will have been obtained prior to the
Closing  or  which,  individually  or in the  aggregate,  would  not have an WPC
Material  Adverse  Effect.  Except  as set  forth  in  Section  4.04  of the WPC
Disclosure Schedule, no Governmental Approval is required to be obtained or made
by or with respect to WPC or any WPC Subsidiary in connection with the execution
and delivery of this Agreement or the  consummation  by WPC of the  transactions
contemplated  hereby,  except  where the  failure  to obtain  such  Governmental
Approval  would not,  individually  or in the  aggregate,  have an WPC  Material
Adverse Effect.

SECTION 4.04.     Litigation; Compliance with Laws.

(a) Except as would not have a WPC Material  Adverse  Effect,  there are: (i) no
claims,  actions,  suits,  investigations  or  proceedings  pending  or,  to the
knowledge  of  WPC,  threatened  against,  relating  to or  affecting  WPC,  its
business,  its assets,  or any  employee,  officer,  director,  stockholder,  or
independent contractor of WPC in their capacities as such, and (ii) no orders of
any Governmental Entity or arbitrator are outstanding against WPC, its business,
its assets,  or any employee,  officer,  director,  stockholder,  or independent
contractor of WPC in their  capacities as such, or that could prevent or enjoin,
or delay in any respect, consummation of the transactions contemplated hereby.

(b) Except as would not have an WPC Material  Adverse  Effect,  WPC has complied
and is in compliance in all material  respects with all Laws  applicable to WPC,
its business or its assets.  WPC has not received  notice from any  Governmental
Entity or other Person of any material  violation of Law  applicable  to it, its
business or its assets. WPC has obtained and holds all required Licenses (all of
which are in full force and effect) from all Government  Entities  applicable to
it, its  business  or its assets.  No  violations  are or have been  recorded in
respect of any such License and no proceeding  is pending,  or, to the knowledge
of WPC threatened to revoke or limit any such License.

SECTION 4.05.     Subsidiaries.

     WPC owns 3 subsidiaries,  which hold its proprietary technology,  Plasteel,
Inc., Air 2 Water, Inc. and Targeted Weather,  Inc., each of which is a Colorado
corporation  and for each of which WPC owns 100% of the issued  and  outstanding
common stock.



<PAGE>





ARTICLE V
                        COVENANTS RELATING TO CONDUCT OF
                           BUSINESS PENDING THE MERGER

SECTION 5.01.     Conduct of the Business Pending the Merger.

(a) During the period from the date of this Agreement and  continuing  until the
Effective  Time,  Legacy agrees as to itself and the Legacy  Subsidiaries,  that
Legacy shall not, and shall cause the Legacy  Subsidiaries not to, engage in any
business  whatsoever  other  than in  connection  with the  consummation  of the
transactions   contemplated  by  this  Agreement,  and  shall  use  commercially
reasonable  efforts to preserve  intact its  business  and assets,  maintain its
assets in good operating condition and repair (ordinary wear and tear excepted),
retain the services of its officers,  employees and independent  contractors and
use  reasonable  commercial  efforts to keep in full force and effect  liability
insurance and bonds comparable in amount and scope of coverage to that currently
maintained  with  respect to its  business,  unless,  in any case,  WPC consents
otherwise in writing.

(b) During the period from the date of this Agreement and  continuing  until the
Effective Time, WPC agrees that,  other than in connection with the consummation
of the transactions  contemplated hereby, it shall carry on its business only in
the ordinary course of business consistent with past practice,  use commercially
reasonable efforts to preserve intact its business and assets and use reasonable
commercial  efforts  to keep in full force and effect  liability  insurance  and
bonds  comparable in amount and scope of coverage to that  currently  maintained
with respect to its business,  unless, in any case, Legacy consents otherwise in
writing;  provided  that  WPC may  take  any and all of the  actions  listed  in
Schedule  5.01(b) of the WPC Disclosure  Schedules at any time prior to or after
the date of this Agreement without the consent of Legacy.

(c) During the period from the date of this Agreement and  continuing  until the
Effective  Time, each of WPC and Legacy agrees as to itself and, with respect to
Legacy,  the  Legacy  Subsidiaries,   respectively,  that  except  as  expressly
contemplated or permitted by this Agreement,  as disclosed in Section 5.01(c) of
the WPC Disclosure Schedule or the Legacy Disclosure Schedule, as applicable, or
to the extent that the other party shall otherwise consent in writing:

(i) It shall not amend or propose to amend its certificate of  incorporation  or
by-laws or equivalent  organizational  documents  except as contemplated in this
Agreement.

(ii) It  shall  not,  nor in the  case of  Legacy  shall it  permit  the  Legacy
Subsidiaries to, issue, deliver, sell, redeem, acquire,  authorize or propose to
issue, deliver,  sell, redeem,  acquire or authorize,  any shares of its capital
stock of any class or any securities  convertible into, or any rights,  warrants
or  options to  acquire,  any such  shares or  convertible  securities  or other
ownership  interest,  provided  that: (1) Legacy shall be permitted to issue the
shares of Legacy Common Stock to be issued to WPC  Stockholders  hereunder,  and
(2) each party shall be permitted  to issue shares of its common stock  pursuant
to the  exercise of stock  options,  warrants and other  convertible  securities
outstanding as of the date hereof and listed on the WPC  Disclosure  Schedule or
the Legacy Disclosure Schedule, as the case may be.



<PAGE>





(iii) It shall not,  nor in the case of Legacy shall it permit any of the Legacy
Subsidiaries  to, nor shall it propose to: (a) declare,  set aside,  make or pay
any  dividend  or other  distribution,  payable  in  cash,  stock,  property  or
otherwise,  with respect to any of its capital  stock or (b) except with respect
to the Reverse Stock Split,  reclassify,  combine,  split,  subdivide or redeem,
purchase or otherwise acquire, directly or indirectly, any of its capital stock.

(iv) Other than dispositions in the ordinary course of business  consistent with
past practice  which would not cause a Legacy  Material  Adverse Effect or a WPC
Material Adverse Effect (as applicable), individually or in the aggregate, to it
and its subsidiaries, taken as a whole, it shall not, nor shall it permit any of
its subsidiaries to, sell, lease,  encumber or otherwise dispose of, or agree to
sell,  lease (whether such lease is an operating or capital lease),  encumber or
otherwise dispose of its assets.

(v) It shall promptly  advise the other party hereto in writing of any change in
the condition (financial or otherwise),  operations or properties, businesses or
business  prospects of such party or any of its subsidiaries  which would result
in a Legacy Material Adverse Effect or WPC Material Adverse Effect,  as the case
may be.

(vi) It shall  not  permit to occur any (a)  change  in  accounting  principles,
methods or  practices,  investment  practices,  claims,  payment and  processing
practices or policies regarding  inter-company  transactions,  (b) incurrence of
Indebtedness  or any  commitment  to incur  Indebtedness,  any  incurrence  of a
contingent  liability,  Contingent  Obligation  or other  liability of any type,
except  for,  with  respect  to  WPC,  other  than  obligations  related  to the
acquisition of Inventory in the ordinary course of business consistent with past
practices,  (c)  cancellation  of any debt or waiver or release of any contract,
right or claim,  except for cancellations,  waivers and releases in the ordinary
course of business consistent with its past practice which do not exceed $50,000
in the aggregate,  (d) amendment,  termination or revocation of, or a failure to
perform  obligations or the occurrence of any default under, (i) any contract or
agreement  (including,  without  limitation,  leases)  to which it is or,  as of
December 31, 2007,  was a party,  other than in the ordinary  course of business
consistent  with  past  practice,   or  (ii)  any  License,   (e)  execution  of
termination,   severance  or  similar  agreements  with  any  of  its  officers,
directors, employees, agents or independent contractors or (f) entering into any
leases of real property or agreement to acquire real property.

SECTION 5.02.     No Action.

         During the period from the date of this Agreement and continuing  until
the Effective Time, each of WPC and Legacy agrees as to itself and, with respect
to Legacy, the Legacy Subsidiaries,  respectively, that it shall not, and Legacy
shall not permit any of the Legacy  Subsidiaries  to, take or agree or commit to
take  any  action,   (i)  that  is   reasonably   likely  to  make  any  of  its
representations or warranties hereunder  inaccurate;  or (ii) that is prohibited
pursuant to the provisions of this Article V.



<PAGE>





ARTICLE VI
                              ADDITIONAL AGREEMENTS

SECTION 6.01.     Access to Information.

         From  the  date  hereof  until  the  Effective   Time  or  the  earlier
termination  of this  Agreement,  each party  shall give the other party and its
respective  counsel,  accountants,  representatives and agents full access, upon
reasonable  notice and during normal business hours, to such party's  facilities
and the financial,  legal,  accounting and other  representatives  of such party
with knowledge of the business and the assets of such party and, upon reasonable
notice, shall be furnished all relevant documents, records and other information
concerning  the  business,  finances  and  properties  of  such  party  and  its
subsidiaries  that the other  party  and its  respective  counsel,  accountants,
representatives and agents, may reasonably request. No investigation pursuant to
this Section 6.02 shall affect or be deemed to modify any of the representations
or warranties  hereunder or the condition to the  obligations  of the parties to
consummate the Merger; it being understood that the  investigation  will be made
for  the  purposes  among  others  of the  board  of  directors  of  each  party
determining in its good faith reasonable  business  judgment the accuracy of the
representations  and  warranties  of  the  other  party.  In  the  event  of the
termination of this  Agreement,  each party, if so requested by the other party,
will return or destroy  promptly every document  furnished to it by or on behalf
of the other party in  connection  with the  transactions  contemplated  hereby,
whether so obtained  before or after the  execution of this  Agreement,  and any
copies thereof  (except for copies of documents  publicly  available)  which may
have been made, and will use reasonable efforts to cause its representatives and
any  representatives of financial  institutions and investors and others to whom
such documents  were furnished  promptly to return or destroy such documents and
any copies thereof any of them may have made.

SECTION 6.02.     No Shop; Acquisition Proposals.

         From  the  date  hereof  until  the  Effective   Time  or  the  earlier
termination  of this  Agreement,  neither WPC nor Legacy  shall,  nor shall they
authorize or permit any of their respective officers,  directors or employees or
Subsidiaries or any investment banker, financial advisor,  attorney,  accountant
or other  representative  retained  by it to,  solicit,  initiate  or  encourage
(including  by way of  furnishing  information),  or take any  other  action  to
facilitate,  any inquiries or the making of any proposal which  constitutes,  or
may  reasonably  be expected to lead to, any Takeover  Proposal (as  hereinafter
defined),  or  negotiate  with  respect  to,  agree to or endorse  any  Takeover
Proposal  (except in any case if the board of directors or special  committee of
Legacy or WPC,  as the case may be,  determines  in good  faith,  based upon the
written  opinion of its outside legal  counsel,  that the failure to do so would
constitute  a breach of the  fiduciary  duties of the  Legacy' or WPC's board of
directors or special  committee,  as the case may be, to its stockholders  under
applicable  law).  WPC shall  promptly  advise Legacy and Legacy shall  promptly
advise WPC, as the case may be,  orally and in writing of any such  inquiries or
proposals and shall also  promptly  advise Legacy or WPC, as the case may be, of
any  developments  or changes  regarding  such  inquiries or proposals.  WPC and
Legacy  shall  immediately  cease  and  cause  to  be  terminated  any  existing
discussions or  negotiations  with any persons (other than WPC,  Legacy and LTH)
conducted heretofore with respect to any Takeover Proposal. WPC and Legacy agree
not to release (by waiver or otherwise)  any third party from the  provisions of
any confidentiality or standstill agreement to which WPC or Legacy is a party.



<PAGE>





SECTION 6.03.     Legal Conditions to Merger; Reasonable Efforts.

         Each of WPC, Legacy and LTH shall take all reasonable actions necessary
to comply  promptly with all legal  requirements  which may be imposed on itself
with  respect  to the  Merger  and will  promptly  cooperate  with  and  furnish
information to each other in connection with any such requirements  imposed upon
any of them or any of their Subsidiaries in connection with the Merger.  Each of
WPC, Legacy and LTH will, and Legacy will cause the Legacy Subsidiaries to, take
all reasonable  actions  necessary to obtain (and will cooperate with each other
in obtaining) any consent, authorization, order or approval of, or any exemption
by, any Governmental Entity or other public or private third party,  required to
be  obtained  or  made by  WPC,  Legacy  or any of the  Legacy  Subsidiaries  in
connection with the Merger or the taking of any action  contemplated  thereby or
by this Agreement.

SECTION 6.04.     Certain Filings.

         Each party shall  cooperate with the other in (a)  connection  with the
preparation of an 8-K, (b)  determining  whether any action by or in respect of,
or filing  with,  any  governmental  body,  agency,  official  or  authority  is
required,  or any  actions,  consents,  approvals  or waivers are required to be
obtained  from  parties  to any  material  contracts,  in  connection  with  the
consummation of the transactions  contemplated by this Agreement and (c) seeking
any such  actions,  consents,  approvals or waivers or making any such  filings,
furnishing  information  required in  connection  therewith  or with the 8-K and
seeking timely to obtain any such actions, consents,  approvals or waivers. Each
party shall  consult with the other in  connection  with the foregoing and shall
use all reasonable  commercial  efforts to take any steps as may be necessary in
order to obtain any consents,  approvals,  permits or authorizations required in
connection with the Merger.

SECTION 6.05.     Public Announcements and Filings.

         Each party  shall give the other a  reasonable  opportunity  to comment
upon,  and,  unless  disclosure  is  required,  in the  opinion of  counsel,  by
applicable law, approve (which approval shall not be unreasonably withheld), all
press  releases  or other  public  communications  of any sort  relating to this
Agreement or the transactions contemplated hereby.

SECTION 6.06.     Tax Treatment.

         Legacy   and  WPC  shall   each   report   the  Merger  as  a  tax-free
reorganization and shall not take, and shall use commercially reasonable efforts
to prevent any of their respective  Subsidiaries or affiliates from taking,  any
actions  that could  prevent the Merger from  qualifying,  as tax free under the
provisions of Section 368 of the Internal Revenue Code.



<PAGE>





SECTION 6.07.     Tax Matters.

(a) WPC shall  prepare and file on a timely basis all Tax Returns  which are due
to be filed with respect to WPC (giving  effect to any  extension of time) on or
prior to the Closing Date.  Legacy shall be responsible  for the preparation and
filing  of all Tax  Returns  which  are due to be filed  (giving  effect  to any
extension of time) after the Closing Date, but WPC shall use its best efforts to
conduct its affairs  such that any Tax Returns due after the Closing Date can be
filed on a timely basis.

(b) From the date hereof until the Effective Time or the earlier  termination of
this  Agreement,  without  the prior  written  consent of the other  party or if
required in the opinion of counsel,  neither Legacy nor WPC shall make or change
any election, change an annual accounting period, adopt or change any accounting
method,  file any amended Tax Return,  enter into any closing agreement,  settle
any Tax  claim or  assessment  relating  to it,  surrender  any right to claim a
refund of Taxes,  consent to any  extension or waiver of the  limitation  period
applicable  to any Tax  claim or  assessment  relating  to it, or take any other
action relating to the filing of any Tax Return or the payment of any Tax.

SECTION 6.08.     Supplements to Schedules.

         Prior to the  Closing,  WPC will  supplement  or amend  its  disclosure
schedule  with respect to any matter  hereafter  arising  which,  if existing or
occurring  at the date of this  Agreement,  would have been  required  to be set
forth or described in such disclosure schedule. No supplement to or amendment of
the  disclosure  schedule  made pursuant to this Section 6.08 shall be deemed to
cure any breach of any  representation or warranty made in this Agreement unless
the other parties  hereto  specifically  agree thereto in writing.  Prior to the
Closing,  Legacy may supplement or amend its disclosure schedule with respect to
any matter which, if existing or occurring at the date of this Agreement,  would
have been required to be set forth or described in such disclosure schedule.  No
supplement  to or amendment of the  disclosure  schedule  made  pursuant to this
Section  6.08  shall be  deemed  to cure any  breach  of any  representation  or
warranty made in this  Agreement  unless the other parties  hereto  specifically
agree thereto in writing.


ARTICLE VII
                            CONDITIONS OF THE MERGER

SECTION 7.01.     Conditions to Each Party's Obligation to Effect the Merger.

         The  respective  obligations of each party to effect the Merger and the
other transactions  contemplated  herein shall be subject to the satisfaction at
or prior to the Effective Time of the following conditions,  any or all of which
may be waived, in whole or in part to the extent permitted by applicable law:

(a)  Stockholder  Approval.  This Agreement  shall have been duly adopted by the
holders of (i) a majority of the  outstanding  shares of WPC Common  Stock;  and
(ii) a majority of the outstanding shares of capital stock of LTH.



<PAGE>





(b) No  Injunctions  or  Restraints.  No  governmental  authority  of  competent
jurisdiction shall have enacted,  issued,  promulgated,  enforced or entered any
statute,  rule, regulation,  execution order, decree,  injunction or other order
(whether  temporary,  preliminary  or  permanent)  which is in effect  and which
materially  restricts,  prevents or prohibits  consummation of the Merger or any
transaction contemplated by this Agreement;  provided, however, that the parties
shall  use  their  reasonable  commercial  efforts  to cause  any  such  decree,
judgment, injunction or other order to be vacated or lifted.

SECTION 7.02.     Additional Conditions of Obligations of Legacy.

         The  obligations  of Legacy  and LTH to effect the Merger and the other
transactions contemplated by this Agreement are also subject to the satisfaction
at or prior to the Closing Date of the following  additional  conditions  unless
waived by Legacy:

(a)  Representations  and Warranties.  The representations and warranties of WPC
set forth in this Agreement  shall be true and correct in all material  respects
(except for those representations and warranties qualified by materiality, which
shall be true and correct in all respects) as of the date of this  Agreement and
as of the Closing Date as though made on and as of the Closing  Date,  except as
otherwise contemplated by this Agreement.

(b)  Performance of Obligations of WPC. WPC shall have performed in all material
respects all conditions,  covenants,  agreements and obligations  required to be
performed by it under this Agreement at or prior to the Closing Date.

(c) No  Material  Adverse  Change  to WPC.  From the  date  hereof  through  and
including  the Effective  Time, no event shall have occurred  which would have a
WPC Material Adverse Effect.

(d) Third Party  Consents.  WPC shall have obtained all consents and  approvals,
required to be obtained  prior to or at the Closing Date,  from third parties or
governmental  and  regulatory  authorities  in  connection  with the  execution,
delivery and  performance by WPC of this Agreement and the  consummation  of the
transactions contemplated hereby.

(e) No  Governmental  Order or Other  Proceeding or Litigation.  No order of any
Governmental  Entity  shall  be  in  effect  that  restrains  or  prohibits  the
transactions  contemplated hereby and by the other Transaction Documents, and no
suit,  action or other  proceeding  by any  Governmental  Entity shall have been
instituted  or threatened  which seeks to restrain or prohibit the  transactions
contemplated hereby or thereby.



<PAGE>





(f)      Deliveries. At the Closing, WPC shall have delivered to Legacy.

(i) true, correct and complete copies of (1) the certificate of incorporation or
other charter  document,  as amended to date,  of WPC,  certified as of a recent
date by the  Secretary  of State or other  appropriate  official of the state or
other  jurisdiction  of  incorporation  of WPC, (2) the by-laws or other similar
organizational  document of WPC, and (3) resolutions duly and validly adopted by
the Board of Directors and the stockholders of WPC evidencing the  authorization
of the execution and delivery of this Agreement, the other Transaction Documents
to which it is a party and the  consummation  of the  transactions  contemplated
hereby and thereby, in each case,  accompanied by a certificate of the Secretary
or Assistant  Secretary of WPC,  dated as of the Closing  Date,  stating that no
amendments  have been made  thereto  from the date  thereof  through the Closing
Date; and

(ii) good  standing  certificates  for WPC from the  Secretary of State or other
appropriate  official  of  their  respective  states  or other  jurisdiction  of
incorporation and from the Secretary of State or other  appropriate  official of
each  other  jurisdiction  in  which  the  operation  of the  business  in  such
jurisdiction requires WPC to qualify to do business as a foreign corporation, in
each case dated as of a recent date prior to the Closing Date;

(iii) Audited  Financial  Statements of WPC dated within 30 days of closing by a
PCAOB auditor made in accordance with GAAP and SEC Rules and Regulations.

SECTION 7.03.     Additional Conditions of Obligations of WPC.

         The  obligation of WPC to effect the Merger and the other  transactions
contemplated  by this Agreement is also subject to the  satisfaction at or prior
to the Closing Date of the following additional conditions unless waived by WPC:

(a) Representations and Warranties. The representations and warranties of Legacy
and LTH set forth in this  Agreement  shall be true and correct in all  material
respects  (except  for  those   representations  and  warranties   qualified  by
materiality)  as of the date of this  Agreement  and as of the  Closing  Date as
though made on and as of the Closing Date,  except as otherwise  contemplated by
this Agreement.

(b)  Performance  of  Obligations  of Legacy and LTH.  Legacy and LTH shall have
performed in all material  respects all  conditions,  covenants,  agreements and
obligations required to be performed by them under this Agreement at or prior to
the Closing Date.

(c) No Material  Adverse  Change to Legacy or LTH. From the date hereof  through
and including the Effective  Time, no event shall have occurred which would have
a Legacy Material Adverse Effect.

(d) Third Party Consents.  Legacy shall have obtained all consents and approvals
required to be obtained  prior to or at the Closing  Date from third  parties or
governmental  and  regulatory  authorities  in  connection  with the  execution,
delivery and performance by Legacy of this Agreement and the consummation of the
transactions contemplated hereby.



<PAGE>





(e) No  Governmental  Order or Other  Proceeding or Litigation.  No order of any
Governmental  Entity  shall  be  in  effect  that  restrains  or  prohibits  the
transactions  contemplated hereby and by the other Transaction Documents, and no
suit,  action or other  proceeding  by any  Governmental  Entity shall have been
instituted  or threatened  which seeks to restrain or prohibit the  transactions
contemplated hereby or thereby.

(f) Closing of Stock  Retirement.  Two million  shares (pre reverse split) shall
have been  returned to treasury  from Steve  Parkinson  and Michael  Barber (one
million shares each).

(g) Legacy Indebtedness.  All outstanding  Indebtedness of Legacy and any Legacy
Subsidiary shall have been  renegotiated and WPC shall have received evidence of
such renegotiated  notes in form and substance  reasonable  satisfactory to WPC.
Stock may be issued in settlement,  or future  conversions of debt to equity may
be committed by Legacy.

(h) Deliveries.  At the Closing, Legacy shall have delivered to WPC certificates
for stock to WPC shareholders as set forth in Exhibit A hereto.

SECTION 7.04.     Shareholder Joinder.

         Each  shareholder  of WPC shall  execute  the  Exchange  Agreement  and
representations set forth as Exhibit B as a condition of closing.



ARTICLE VIII
                                   TERMINATION

SECTION 8.01.     Termination.

         This  Agreement  may be  terminated  at any time prior to the Effective
Time, by Legacy or WPC as set forth below:

(a) by mutual consent of the boards of directors of Legacy and WPC; or

(b) by  Legacy  upon  written  notice  to  WPC,  if:  (A) any  condition  to the
obligation  of Legacy to close  contained  in  Article  VII  hereof has not been
satisfied  by June 30, 2008 (the "End Date")  (unless such failure is the result
of  Legacy'  breach  of any of its  representations,  warranties,  covenants  or
agreements  contained herein) or (B) the Legacy  stockholders do not approve the
Merger; or

(c) by WPC  upon  written  notice  to  Legacy,  if:  (A)  any  condition  to the
obligation  of WPC to  close  contained  in  Article  VII  hereof  has not  been
satisfied  by the End Date (unless such failure is the result of WPC's breach of
any  of its  representations,  warranties,  covenants  or  agreements  contained
herein); or (B) the WPC stockholders do not approve the Merger; or



<PAGE>





(d) by  Legacy  if the  board  of  directors  or  special  committee  of  Legacy
determines  in good faith,  based upon the written  opinion of its outside legal
counsel,  that the failure to terminate this Agreement would constitute a breach
of the fiduciary duties of the Legacy board of directors or special committee to
the Legacy stockholders under applicable law; or

(e) by WPC if the board of directors or special  committee of WPCs determines in
good faith,  based upon the written  opinion of its outside legal counsel,  that
the  failure  to  terminate  this  Agreement  would  constitute  a breach of the
fiduciary  duties of the WPC board of directors or special  committee to the WPC
stockholders under applicable law.

SECTION 8.02.     Fees and Expenses.

         Whether  or not the  Merger is  consummated,  all  costs  and  expenses
incurred in connection  with this  Agreement and the  transactions  contemplated
hereby shall be paid by the party  incurring  such  expense,  and, in connection
therewith,  each of Legacy  and WPC shall  pay,  with its own funds and not with
funds  provided by the other  party,  any and all  property  or  transfer  taxes
imposed on such party.

ARTICLE IX
                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

   None of the  representations  and warranties of the parties set forth in this
Agreement shall survive the Closing.  Following the Closing Date with respect to
any  particular  representation  or  warranty,  no party  hereto  shall have any
further liability with respect to such representation and warranty.  None of the
covenants,  agreements  and  obligations of the parties hereto shall survive the
Closing.



ARTICLE X
                                  MISCELLANEOUS

SECTION 10.01.    Notices.

         All notices,  requests and other  communications to any party hereunder
shall be in writing (including telecopy,  telex or similar writing) and shall be
deemed given or made as of the date  delivered,  if delivered  personally  or by
telecopy (provided that delivery by telecopy shall be followed by delivery of an
additional copy personally,  by mail or overnight courier),  one day after being
delivered by overnight courier or three days after being mailed by registered or
certified mail (postage prepaid,  return receipt  requested),  to the parties at
the following addresses



<PAGE>





         if to Legacy or LTH, to:

                           Legacy Technology Holdings, Inc.
                           10200 W. 44th Avenue, Suite 210-E
                           Wheat Ridge, Colorado  80033
                           Attention:  Wesley F. Whiting, President

                           with a copy to (which shall not constitute notice):
                           Michael Littman, Esq.
                           7609 Ralston Road
                           Arvada, CO  80002
                           Fax:  303 - 431-1567



                           if to WPC, to:

                           World Peace Technologies, Inc.
                           172 Stanwell Street
                           Colorado Springs, CO  80906
                           Attention:   David Kutchinski
                           Fax:  719-213-2224

or such other  address or telex or telecopy  number as such party may  hereafter
specify for the purpose by notice to the other party hereto.

SECTION 10.02.    Amendment; Waiver.

         This Agreement may be amended, modified or supplemented, and waivers or
consents to departures  from the provisions  hereof may be given,  provided that
the same are in writing and signed by or on behalf of the parties hereto.

SECTION 10.03.    Successors and Assigns.

         The provisions of this Agreement shall be binding upon and inure to the
benefit of the  parties  hereto and their  respective  successors  and  assigns,
provided that no party shall assign,  delegate or otherwise  transfer any of its
rights or obligations  under this Agreement  without the written  consent of the
other party hereto.

SECTION 10.04.    Governing Law.

         This  Agreement  shall be construed in accordance  with and governed by
the law of the State of Colorado  without  regard to  principles  of conflict of
laws.



<PAGE>





SECTION 10.05.    Waiver of Jury Trial.

         Each party hereto hereby  irrevocably  and  unconditionally  waives any
rights to a trial by jury in any legal action or  proceeding in relation to this
Agreement and for any counterclaim therein.

SECTION 10.06.    Consent to Jurisdiction.

         Each of the Parties hereby irrevocably and  unconditionally  submits to
the exclusive  jurisdiction of any court of the State of Colorado or any federal
court sitting in Colorado for purposes of any suit,  action or other  proceeding
arising out of this Agreement and the  Transaction  Documents (and agrees not to
commence any action,  suit or proceedings  relating  hereto or thereto except in
such courts).  Each of the Parties agrees that service of any process,  summons,
notice or  document  pursuant  to the laws of the State of  Colorado  and on the
individuals  designated in Section  10.01 shall be effective  service of process
for any action, suit or proceeding brought against it in any such court.

SECTION 10.07.    Counterparts; Effectiveness.

         Facsimile  transmissions  of  any  executed  original  document  and/or
retransmission of any executed facsimile  transmission shall be deemed to be the
same as the delivery of an executed  original.  This  Agreement may be signed in
any number of  counterparts,  each of which shall be an original,  with the same
effect as if the signatures thereto and hereto were upon the same instrument.

SECTION 10.08.    Entire Agreement; No Third Party Beneficiaries; Rights of
                  Ownership.

         Except as expressly  provided  herein,  this  Agreement  (including the
documents  and  the  instruments  referred  to  herein)  constitute  the  entire
agreement and supersede all prior  agreements and  understandings,  both written
and oral, among the parties with respect to the subject matter hereof. Except as
expressly  provided  herein,  this  Agreement is not intended to confer upon any
person  other than the  parties  hereto any rights or  remedies  hereunder.  The
parties  hereby  acknowledge  that no person  shall have the right to acquire or
shall be deemed to have  acquired  shares  of  common  stock of the other  party
pursuant to the Merger until consummation thereof.

SECTION 10.09.    Headings.

         The headings  contained in this  Agreement are for  reference  purposes
only and shall not in any way  affect  the  meaning  or  interpretation  of this
Agreement.

SECTION 10.10.    No Strict Construction.

         The parties hereto have  participated  jointly in the  negotiation  and
drafting of this  Agreement.  In the event an ambiguity or question of intent or
interpretation  arises under any  provision of this  Agreement,  this  Agreement
shall  be  construed  as if  drafted  jointly  by the  parties  thereto,  and no
presumption or burden of proof shall arise favoring or disfavoring  any party by
virtue of the authorship of any of the provisions of this Agreement.



<PAGE>





SECTION 10.11.    Severability.

         If any term or other provision of this Agreement is invalid, illegal or
unenforceable, all other provisions of this Agreement shall remain in full force
and  effect  so long as the  economic  or legal  substance  of the  transactions
contemplated  hereby is not affected in a manner that is  materially  adverse to
any party.

ARTICLE XI
                                   DEFINITIONS

         "Affiliate" shall mean (a) with respect to an individual, any member of
such  individual's  family including lineal ancestors and descendents;  (b) with
respect to an entity,  any officer,  director,  stockholder,  partner,  manager,
investor or holder of an ownership interest of or in such entity or of or in any
Affiliate  of such entity;  and (c) with  respect to a Person,  any Person which
directly  or  indirectly,  through  one or  more  intermediaries,  controls,  is
controlled by, or is under common control with such Person or entity.

         "Agreement"  shall have the meaning  set forth in the  preamble to this
Agreement.

         "CBCA"  shall  have  the  meaning  set  forth in the  recitals  of this
Agreement.

          "Certificate  of Merger"  shall have the  meaning set forth in Section
1.01 of this Agreement.

         "Certificates"  shall have the meaning set forth in Section  1.05(a) of
this Agreement.

          "Closing"  shall have the  meaning  set forth in Section  2.01 of this
Agreement.

         "Closing Date" shall have the meaning set forth in Section 2.01 of this
Agreement.

         "Code"  shall  have  the  meaning  set  forth in the  recitals  of this
Agreement.

         "Contingent  Obligation"  as to any Person shall mean the un-drawn face
amount of any letters of credit  issued for the account of such Person and shall
also mean any  obligation  of such Person  guaranteeing  or having the  economic
effect of guaranteeing any Indebtedness, leases, dividends, letters of credit or
other  obligations  ("Primary  Obligations")  of any other Person (the  "Primary
Obligor") in any manner,  whether  directly or  indirectly,  including,  without
limitation,  any obligation of such Person,  whether or not  contingent,  (a) to
purchase any such Primary  Obligation  or any  property  constituting  direct or
indirect security therefore, (b) to advance or supply funds (i) for the purchase
or payment of any such Primary Obligation or (ii) to maintain working capital or
equity  capital of the Primary  Obligor or otherwise  to maintain the  financial
condition  or  solvency  of  the  Primary  Obligor,  (c) to  purchase  property,
securities  or services  primarily for the purpose of assuring the obligee under
any such  Primary  Obligation  of the  ability  of the  Primary  Obligor to make
payment of such Primary Obligation,  or (d) otherwise to assure or hold harmless
the obligee  under such  Primary  Obligation  against  loss in respect  thereof;
provided,  however,  that the  term  Contingent  Obligation  shall  not  include
endorsements  of instruments for deposit or collection in the ordinary course of
business.



<PAGE>





         "Contracts" shall mean all contracts,  leases, subleases, notes, bonds,
mortgages,  indentures, Permits and Licenses,  non-competition agreements, joint
venture or partnership agreements,  powers of attorney, purchase orders, and all
other  agreements,  arrangements  and other  instruments,  in each case  whether
written or oral,  to which such Person is a party or by which any of them or any
of its assets are bound.

         "Conversion  Amount" shall mean an amount equal to 9,000,000  shares of
Legacy  Common  Stock,  divided by the total  number of shares of WPC issued and
outstanding.

          "Effective  Time" shall have the meaning set forth in Section  1.01 of
this Agreement.

         "End Date"  shall have the  meaning  set forth in Section  8.01 of this
Agreement.

         "Governmental  Approval"  shall mean the  consent,  approval,  order or
authorization  of,  or  registration,  declaration  or  filing  with any  court,
administrative  agency or commission or other Governmental Entity,  authority or
instrumentality, domestic or foreign.

         "Governmental  Entity"  means the  government  of the United  States of
America, any other nation or any political subdivision thereof, whether foreign,
state or local,  and any agency,  authority,  instrumentality,  regulatory body,
court, tribunal,  arbitrator, central bank or other entity exercising executive,
legislative,  judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government.

         "Indebtedness"  shall  mean as to any Person and  whether  recourse  is
secured by or is otherwise available against all or only a portion of the assets
of such Person and whether or not contingent, but without duplication: (a) every
obligation  of such  Person for money  borrowed;  (b) every  obligation  of such
Person  evidenced  by bonds,  debentures,  notes or other  similar  instruments,
including  obligations  incurred in connection with the acquisition of property,
assets or  businesses;  (c) every  reimbursement  obligation of such Person with
respect to letters of credit,  bankers' acceptances or similar facilities issued
for the account of such Person;  (d) every  obligation  of such Person issued or
assumed as the  deferred  purchase  price of  property  or  services  (including
securities repurchase agreements but excluding trade accounts payable or accrued
liabilities  arising in the ordinary  course of business which are not more than
120 days  overdue  or which are being  contested  in good  faith by  appropriate
proceedings  and for which  adequate  reserves  have been provided in accordance
with  GAAP);  (e)  every  Capital  Lease  Obligation  of  such  Person;  (f) any
obligation  of such Person to pay any  discount,  interest,  fees,  indemnities,
penalties,  recourse,  expenses or other amounts in connection with any sales by
such Person unless such sales are on a non-recourse basis (as to collectibility)
of (i)  accounts or general  intangibles  for money due or to become  due,  (ii)
chattel  paper,  instruments  or  documents  creating or  evidencing  a right to
payment of money or (iii)  other  receivables,  whether  pursuant  to a purchase
facility or otherwise,  other than in  connection  with the  disposition  of the
business  operations  of  such  Person  relating  thereto  or a  disposition  of
defaulted  receivables  for collection and not as a financing  arrangement;  (g)
every obligation of such Person under any forward  contract,  futures  contract,
swap,  option or other financing  agreement or arrangement  (including,  without
limitation, caps, floors, collars and similar agreements), the value of which is
dependent upon interest rates,  currency  exchange  rates,  commodities or other
indices  (a  "derivative   contract");   (h)  every  obligation  in  respect  of
Indebtedness of any other entity (including any partnership in which such Person
is a general  partner) to the extent that such Person is liable  therefore  as a
result of such Person's  ownership  interest in or other  relationship with such
entity,  except to the extent that the terms of such  Indebtedness  provide that
such  Person  is not  liable  therefore  and such  terms are  enforceable  under
applicable law; and (i) every Contingent  Obligation of such Person with respect
to Indebtedness of another Person.



<PAGE>





         "Laws" shall mean all foreign, federal, state and local statutes, laws,
ordinances,   regulations,  rules,  resolutions,   orders,  writs,  injunctions,
judgments and decrees  applicable to the specified  Person and to the businesses
and assets thereof.

         "Legacy"  shall  have the  meaning  set forth in the  preamble  to this
Agreement.

         "Legacy  Common Stock" shall have the meaning set forth in the recitals
to this agreement.

         "Legacy Common Stock  Equivalents"  shall have the meaning set forth in
Section 3.02 of this Agreement.

         "Legacy  Material  Adverse  Effect"  shall  mean an  event  or  change,
individually,  or in the  aggregate  with other  events or  changes,  that could
reasonably  be expected to have a material  adverse  effect on (a) the business,
properties,   prospects,  condition  (financial  or  otherwise)  or  results  of
operations  of Legacy and the Legacy  Subsidiaries  taken as a whole (other than
those events,  changes or effects resulting from general economic  conditions or
the industry in which Legacy is engaged  generally) or (b) the ability of Legacy
to consummate the transactions contemplated hereby.

          "License" shall mean any franchise,  authorization,  license,  permit,
certificate of occupancy, easement, variance, exemption, certificate, consent or
approval of any Governmental Entity or other Person.

         "Lien" shall mean any mortgage, pledge, assessment,  security interest,
lease, lien, adverse claim, levy, charge or other encumbrance of any kind.

         "LTH"  shall  have  the  meaning  set  forth  in the  preamble  to this
Agreement.

          "Merger"  shall have the  meaning  set forth in the  recitals  of this
Agreement.

          "Person" shall mean any individual, sole proprietorship,  partnership,
joint venture, trust,  unincorporated  organization,  limited liability company,
association, corporation, institution, entity, party, Governmental Entity or any
other juridical entity of any kind or nature whatsoever.

         "Post-Closing  Tax Period" means a taxable period (or portion  thereof)
that begins after the Closing Date.

         "SEC"  shall  have  the  meaning  set  forth  in  Section  3.05 of this
Agreement.

         "Surviving  Corporation"  shall have the  meaning  set forth in Section
1.02(a) of this Agreement.

         "Subsidiary" shall mean any Person in which another Person, directly or
indirectly,  owns 50% of either the equity  interests  in or voting  control of,
such Person.



<PAGE>





         "Takeover  Proposal"  shall mean any  proposal for a tender or exchange
offer, merger,  consolidation,  sale of all or substantially all of such party's
assets,  sale of in excess of fifteen  percent of the shares of capital stock or
other  business  combination  involving  such party or any  proposal or offer to
acquire in any manner a  substantial  equity  interest  (including  any interest
exceeding fifteen percent of the equity outstanding) in, or all or substantially
all of the assets of, such party  other than the  transactions  contemplated  by
this Agreement.

         "Taxes" means all federal, state, county, local, municipal, foreign and
other  taxes,  assessments,  duties or similar  charges of any kind  whatsoever,
including all corporate franchise, income, gross receipts, occupation,  windfall
profits, sales, use, ad valorem,  value-added,  profits,  license,  withholding,
payroll, employment, excise, premium, real property, personal property, customs,
net  worth,  capital  gains,  transfer,  stamp,  documentary,  social  security,
disability,  environmental,  alternative minimum, recapture and other taxes, and
including all interest,  penalties and additions  imposed with respect  thereto,
whether  disputed or not and including any obligations to indemnify or otherwise
assume or succeed to the Tax  liability  of any  Person,  and any  liability  in
respect  of any Tax as a result of being a member of any  affiliated,  combined,
consolidated, unitary or similar group.

         "Tax   Return"   means  any  report,   return,   statement,   estimate,
informational  return,  declaration or other written information  required to be
supplied to a taxing authority in connection with Taxes.

         "Taxing  Authority"  means any domestic,  foreign,  federal,  national,
state, county or municipal or other local government,  any subdivision,  agency,
commission or authority thereof, or any  quasi-governmental  body exercising tax
regulatory authority.

          "Transaction Documents" shall mean this Agreement

         "WPC"  shall  have  the  meaning  set  forth  in the  preamble  to this
Agreement.

         "WPC Capital Stock" shall have the meaning set forth in Section 4.02 of
this Agreement.

         "WPC Common  Stock" shall have the meaning set forth in the recitals to
this Agreement.

         "WPC  Material   Adverse   Effect"  shall  mean  an  event  or  change,
individually  or in the  aggregate  with  other  events or  changes,  that could
reasonably  be expected to have a material  adverse  effect on (a) the business,
properties,   prospects,  condition  (financial  or  otherwise)  or  results  of
operations of WPC taken as a whole (other than those events,  changes or effects
resulting  from  general  economic  conditions  or the  industry in which WPC is
engaged  generally)  or (b) the ability of WPC to  consummate  the  transactions
contemplated hereby.

         "WPC Stockholders" means the holders of common stock in WPC.



<PAGE>



         IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Amended
Agreement to be duly executed as of the today, July 18, 2008.

                             LEGACY TECHNOLOGY HOLDINGS, INC.


                             By:/s/David Kutchinski
                             ----------------------
                             Name: David Kutchinski
                             Title: President


                             LTH ACQUISITION, CORP.


                             By:/s/David Kutchinski
                             ----------------------
                             Name: David Kutchinski
                             Title: President


                             WORLD PEACE TECHNOLOGIES, INC.


                             By:/s/David Kutchinski
                             ----------------------
                             Name: David Kutchinski
                             Title: President




<PAGE>



                                    EXHIBIT A

World Peace Technologies, Inc. shareholder list

Distribution of 9 Million Legacy shares to WPT holders

<TABLE>
<CAPTION>

<S>                                                                                <C>


                                                                                   Number of
 NAME                                                                              Shares of Legacy
------------------------------------------------------- ------------- ------------ -----------------

Boon, Ian                                                                                   110,092
Doyle, Brendan                                                                              550,459
Ferrante, Cynthia                                                                            55,046
Kreutier, Janine                                                                            275,229
Kutchinski, David                                                                         3,522,936
Kotov, Dr.                                                                                  110,092
Leitmayr, Ken                                                                               357,798
Leitmayr, Ken                                                                               302,752
Leitmayr, Lisa                                                                              275,229
Leitmayr, Nicholas                                                                          275,229
Littman, Michael                                                                            241,140
MaceVoe, Jeffrey                                                                            275,229
Miles, Dr.                                                                                  110,092
Olson, Lena Gaylene                                                                         990,826
O'Neal, Gary                                                                                275,229
Pick, Mike                                                                                  110,092
Pick, Zephaniah                                                                             275,229
Price, Paula                                                                                110,092
Thompson, Robert                                                                            110,092
CPL Investments LLC                                                                          82,117
Susan J. Cornman                                                                            100,000
Desert Castle Holdings, LLC                                                                 200,000
JEH Trust                                                                                   100,000
Jodie Ball                                                                                   37,000
Shelly Williams                                                                              37,000
Cindy Shoemaker                                                                              37,000
Candi Chilcolte                                                                              37,000
Kristi Kampmann                                                                              37,000
TOTAL                                                                                     9,000,000
</TABLE>







<PAGE>



                                    EXHIBIT B


                     EXCHANGE AGREEMENT AND REPRESENTATIONS

Gentlemen:

         I understand that Legacy Technology Holdings,  Inc. ("LTH"), a Colorado
corporation is offering to exchange its shares of stock (9,000,000),  for shares
of stock of World Peace Technologies,  Inc. ("WPT"), a Colorado corporation (the
"Company"), pursuant to an Agreement and Plan of Merger ("Plan") between the two
companies dated June 19, 2008, and amended July 28, 2008.

         I hereby  offer to  exchange  all my shares of stock of WPT, a Colorado
corporation, for a pro rata number of shares of LTH, a Colorado corporation, and
tender my shares of WPT herewith,  and upon acceptance by you, agree to become a
shareholder of the Company. In order to induce the Company to accept my offer, I
advise you as follows; and acknowledge:

         1.  Corporate  Documents.  Receipt  of  copies  of  Articles,  By-Laws,
Agreement and Plan of Merger (the "Plan"), and 10Q for March 31, 2008, including
financial  statements  of LTH and such other  documents as I have  requested:  I
hereby  acknowledge  that I have received the documents (as may be  supplemented
from time to time)  relating to the Company and that I have  carefully  read the
information  and that I understand all of the material  contained  therein,  and
agree to the terms, and understand the risk factors as described therein.

         2. Availability of Information.  I hereby  acknowledge that the Company
has made  available  to me the  opportunity  to ask  questions  of, and  receive
answers  from the Company and any other  person or entity  acting on its behalf,
concerning the terms and conditions of the Plan and the information contained in
the corporate documents and to obtain any additional information,  to the extent
the Company  possesses such  information or can acquire it without  unreasonable
effort or expense,  necessary to verify the accuracy of the information provided
by the Company and any other person or entity acting on its behalf.

         3.  Representations  and  Warranties.  I  represent  and warrant to the
Company (and understand that it is relying upon the accuracy and completeness of
such  representations  and warranties in connection with the  availability of an
exemption  for the  offer  and  exchange  of the  shares  from the  registration
requirements of applicable federal and state securities laws) that:

                  (a) RESTRICTED SECURITIES.

                    (I)  I understand  that the shares have not been  registered
                         under the Securities Act of 1933, as amended (The Act),
                         or any state securities laws.

                    (II) I  understand  that  if  this  exchange   agreement  is
                         accepted and the shares are issued to me, I cannot sell
                         or  otherwise  dispose of the shares  unless the shares
                         are  registered  under the Act or the state  securities
                         laws  or  exemptions   therefrom  are  available   (and
                         consequently, that I must bear the economic risk of the
                         investment for an indefinite period of time):


<PAGE>





                    (III)I understand  that the Company has no obligation now or
                         at any time to register the shares under the Act or the
                         state securities laws or obtain  exemptions  therefrom,
                         except as stated in the exchange agreement.

                    (IV) I  understand   that  the  Company  will  restrict  the
                         transfer of the shares in accordance with the foregoing
                         representations.

                    (V)  There is a limited  public  market for the common stock
                         of LTH,  and there is no  certainty  that such a market
                         will ever  develop  or be  maintained.  There can be no
                         assurance that I will be able to sell or dispose of the
                         Shares.   Moreover,  no  assignment,   sale,  transfer,
                         exchange or other disposition of the Shares can be made
                         other than in accordance with all applicable securities
                         laws. It is understood a transferee may at a minimum be
                         required   to   fulfill   the   investor    suitability
                         requirements    established   by   the   Company,    or
                         registration may be required.

                  (b)      LEGEND.

     I agree that any  certificate  representing  the shares will contain and be
endorsed with the following, or a substantially equivalent, LEGEND;

                           "This share certificate has been acquired pursuant to
                           an investment  representation by the holder and shall
                           not be sold,  pledged,  hypothecated  or  donated  or
                           other wise transferred  except upon the issuance of a
                           favorable  opinion by its counsel and the  submission
                           to the Company of other evidence  satisfactory to and
                           as required by counsel to the Company,  that any such
                           transfer will not violate the Securities Act of 1933,
                           as amended,  and applicable  state  securities  laws.
                           These shares are not and have not been  registered in
                           any jurisdiction."

                  (c)      OWN ACCOUNT.

     I am the only party in interest with respect to this exchange offer,  and I
am  acquiring  the shares for  investment  for my own account for the  long-term
investment  only, and not with an intent to resell,  fractionalize,  divide,  or
redistribute all or any part of my interest to any other person.

                  (d)      AGE:     CITIZENSHIP.

     I am at least twenty-one years old and a citizen of the United States.

                  (e)      ACCURACY OF INFORMATION.


<PAGE>




     All  information  which  I have  provided  to  the  Company  concerning  my
financial  position and knowledge of financial  and business  matters is correct
and complete as of the date set forth at the end hereof,  and if there should be
any material  change in such  information  prior to  acceptance of this exchange
offer  by  the  Company,  I will  immediately  provide  the  Company  with  such
information.

     4. Exchange  Procedure.  I understand that this exchange is subject to each
of the following terms and conditions:

                  (a) The Company may reject this exchange for legal reasons set
forth in the  Agreement  and Plan of  Merger,  and this  exchange  shall  become
binding upon the Company only when accepted, in writing, by the Company.

                  (b)      This offer may not be withdrawn by me.

                  (c) The share certificates to be issued and delivered pursuant
to this exchange will be issued in the name of and delivered to the undersigned.

     5. Suitability. I hereby warrant and represent:

                  (a) That I can afford a complete  loss of the  investment  and
can afford to hold the  securities  being  received  hereunder for an indefinite
period of time.

                  (b)      That I consider this investment a suitable
investment, and

                  (c)      That I have had prior experience in financial matters
and investments.

     6. I have been furnished and have  carefully read the Plan and  information
relating to the Company,  including this form of Exchange Agreement.  I am aware
that:

                  (a) There are  substantial  risks incident to the ownership of
Shares from the Company,  and such investment is speculative and involves a high
degree of risk of loss by me of my entire investment in the Company;

                  (b) No federal or state  agency has passed  upon the Shares or
made any finding or determination concerning the fairness of this investment;

                  (c) The books and  records of the Company  will be  reasonably
available for  inspection by me and/or my  investment  advisors,  if any, at the
Company's place of business.

                  (d) All assumptions and projections set forth in any documents
provided by the Company have been included  therein for purposes of illustration
only,  and no assurance is given that actual  results will  correspond  with the
results contemplated by the various assumptions set forth therein.


<PAGE>




                  (e) The Company is in the development  stage, and its proposed
operations are subject to all of the risk inherent in the establishment of a new
business enterprise,  including a limited operating history. The unlikelihood of
the  success  of the  Company  must be  considered  in  light  of the  problems,
expenses,  difficulties,  complications  and delays  frequently  encountered  in
connection  with  the  formation  and  operation  of  a  new  business  and  the
competitive environment in which the Company will operate.

     7. I  acknowledge  that I have been  advised to consult my own attorney and
investment advisor concerning the investment.

     8. I  acknowledge  that  the  investment  in  the  Company  is an  illiquid
investment. In particular, I recognize that:

                  (a)  Due to  restrictions  described  below,  the  lack of any
market  existing or to exist for these Shares,  in the event I should attempt to
sell my shares in the  Company,  my  investment  will be  highly  illiquid  and,
probably must be held indefinitely.

                  (b) I must bear the economic  risk of investment in the shares
for an  indefinite  period of time,  since the Shares  have not been  registered
under the Securities  Act of 1933, as amended,  and issuance is made in reliance
upon  Section 4(2) and 4(6) of said Act  Regulation  S and/or  Rules  501-506 of
Regulation  D under the Act,  whichever  is  applicable.  Therefore,  the Shares
cannot be offered,  sold,  transferred,  pledged,  or hypothecated to any person
unless either they are  subsequently  registered  under said Act or an exemption
from such registration is available and the favorable opinion of counsel for the
Company to that effect is obtain, which is not anticipated. Further, unless said
Shares  are  registered  with the  securities  commission  of the state in which
offered and sold, I may not resell, hypothecate,  transfer, assign or make other
disposition  of said Shares except in a transaction  exempt or exempted from the
registration  requirement  of the  securities  act of such  state,  and that the
specific  approval of such sales by the securities  regulatory body of the state
is required in some states.

                  (c) My right to transfer my Shares will also be  restricted by
the legend endorsed on the certificates.

     9. I represent and warrant to the Company that:

                  (a) I have carefully reviewed and understand the risks of, and
other  considerations  relating  to, the exchange of the shares,  including  the
risks of total loss in the event the company's business is unsuccessful.

                  (b) I and my investment advisors,  if any, have been furnished
all materials relating to the Company and its proposed  activities the Plan, the
Plan of shares, or anything which they have requested and have been afforded the
opportunity  to obtain  any  additional  information  necessary  to  verify  the
accuracy of any representations about the company;


<PAGE>




                  (c) The  Company  has  answered  all  inquiries  that I and my
investment  advisors,  if any,  have put to it  concerning  the  Company and its
proposed activities and the Plan and exchange of the Shares;

                  (d) Neither I nor my  investment  advisors,  if any, have been
furnished any offering  literature other than the documents attached as exhibits
thereto  and I and my  investment  advisors,  if any,  have  relied  only on the
information  contained  in such  exhibits and the  information,  as described in
subparagraphs  (b) and (c) above,  furnished  or made  available  to them by the
Company;

                  (e) I am acquiring the Shares for which I hereby subscribe for
my own account,  as principal,  for investment  purposes only and with a view to
the resale of distribution of all or any part of such Shares, and that I have no
present  intention,  agreement or  arrangement to divide my  participation  with
others or to resell,  transfer  or  otherwise  dispose of all or any part of the
Shares  subscribed for unless and until I determine,  at some future date,  that
changed circumstances,  not in contemplation at the time of this exchange, makes
such disposition advisable;

                  (f)  I,  the  undersigned,  if  on  behalf  of a  corporation,
partnership,  trust,  or other  form of  business  entity,  affirm  that:  it is
authorized  and  otherwise  duly  qualified  to purchase  and hold Shares in the
Company;  recognize that the  information  under the caption as set forth in (a)
above related to  investments  by an individual and does not address the federal
income tax consequences of an investment by any of the  aforementioned  entities
and have obtained such additional tax advice that I have deemed necessary;  such
entity has its principal  place of business as set forth below;  and such entity
has not been formed for the specific purpose of acquiring Shares in the Company.

                  (g) I have  adequate  means of providing  for my current needs
and personal  contingencies  and have no need for liquidity in this  investment;
and

                  (h) The  information  provided by the Company is  confidential
and non-public and I agree that all such information shall be kept in confidence
by it and neither used by it to its personal  benefit  (other than in connection
with its  exchange  for the  Shares)  nor  disclosed  to any third party for any
reason;  provided,  however,  that this  obligation  shall not apply to any such
information  which (i) is part of the public knowledge or literature and readily
accessible  at the date hereof;  (ii)  becomes  part of the public  knowledge or
literature and readily accessible by publication (except as a result of a breach
of these  provisions);  or (iii) is received  from third  parties  (except those
parties who  disclose  such  information  in  violation  of any  confidentiality
agreements including,  without limitation,  any Exchange Agreement they may have
with the Company).


<PAGE>




     10. I will hold title to my interest as follows:

         {  }  Community Property

         {  }  Joint Tenants with Right Survivorship

         {  }  Tenants in Common

         {  }  Individually


         (Note:  Subscribers  should  seek  the  advice  of their  attorneys  in
deciding in which of the above forms they should take  ownership  of the Shares,
since  different  forms  of  ownership  can  have  varying  gift  tax and  other
consequences,  depending  on the  state of the  investor's  domicile  and  their
particular personal circumstances. For example, in community property states, if
community  property  assets  are  used to  purchase  shares  held in  individual
ownership, this might have adverse gift tax consequences.  If OWNERSHIP IS BEING
TAKEN IN JOINT  NAME WITH A SPOUSE OR ANY OTHER  PERSON,  THEN ALL  SUBSCRIPTION
DOCUMENTS MUST BE EXECUTED BY ALL SUCH PERSONS.)

         11. I hereby adopt,  accept, and agree to be bound by all the terms and
conditions of the Plan,  and by all of the terms and  conditions of the Articles
of  Incorporation,  and  amendments  thereto,  and By-Laws of the Company.  Upon
acceptance  of this  Exchange  Agreement by the Company,  I shall become a share
holder for all purposes, and the shares exchanged for shall be issued.

         12. The Exchange  Agreement,  upon acceptance by the Company,  shall be
binding upon the heirs, executors,  administrators,  successors,  and assigns of
mine.

         13.  I further represent and warrant:

                  (a) That I hereby agree to indemnify  the Company and hold the
Company  harmless  from and  against any and all  liability,  damage,  cost,  or
expense incurred on account of or arising out of:

                    (I)  Any inaccuracy in my declarations, representations, and
                         warranties hereinabove set forth;

                    (II) The  disposition  of  any of the  shares  which  I will
                         receive,   contrary  to  my   foregoing   declarations,
                         representations, and warranties; and

                    (III)Any  action,  suit or  proceeding  based  upon  (1) the
                         claim  that  said  declarations,   representations,  or
                         warranties  were  inaccurate or misleading or otherwise
                         cause  for  obtaining   damages  or  redress  from  the
                         Company; or (2) the disposition of any of the shares or
                         any part thereof.


<PAGE>





     14. This  Agreement  shall be construed in accordance  with and governed by
the  laws of the  State of  Colorado,  except  as to the  manner  in  which  the
subscriber  elects to take title to the  shares in the  Company  which  shall be
construed in accordance with the State of his principal residence.

     15. Upon request of the Company, I shall provide a sworn and signed copy of
my current financial statement.

     16. Restrictions. This exchange is personal to the person/entity whose name
and  address  appear  below.  It may  not be  sold,  transferred,  assigned,  or
otherwise disposed of to any other person, natural or artificial.

     17.  Conditions.  This  Exchange  Agreement  shall become  binding upon the
Issuer and Investor only when accepted, in writing, by the Board of Directors of
the Issuer.

     18. I hereby  agree to convey  title to all of my interest in all my shares
of WPT, a Colorado  Corporation,  to LTH,  in  exchange  for an equal  number of
shares of World Peace Technologies, Inc., a Colorado corporation.

DATED THIS             DAY OF                                              2008.
           -----------         --------------------------------------------


--------------------------------                     ------------
NAME OF PURCHASER/EXCHANGOR                          Tax I.D./SSN

--------------------------------
Signature of Purchaser/Exchangor:

--------------------------------
Residence Address

(----)--------------------------
Business Telephone

---------------------------------
Mailing Address (if different)

      THIS EXCHANGE OFFER IS ACCEPTED THIS ______ day of ________________, 2008.

                        Legacy Technology Holdings, Inc., a Colorado Corporation

                        by:_____________________________________________________
                       its:_____________________________________________________