Exhibit 2.1

                          AGREEMENT AND PLAN OF MERGER

         This  AGREEMENT  AND PLAN OF MERGER (this  "Agreement")  is dated as of
March 16, 2006, and entered into by RUB A DUB SOAP, INC., a Colorado corporation
("RBCO") and RUB A DUB SOAP, INC., a Nevada corporation ("RBNV").

                                    RECITALS

         1. RBCO is a Colorado corporation,  the address of which is 2591 Dallas
Parkway,  Suite 102, Frisco,  Texas 75034. The date of filing of RBCO's original
Articles of  Incorporation  is September  28, 2001, as amended from time to time
(the "Colorado Articles").

         2. RBNV is a Nevada  corporation,  the  address of which is 2591 Dallas
Parkway,  Suite 102, Frisco,  Texas 75034. The date of filing of RBNV's Articles
of Incorporation is February 28, 2006 (as amended from time to time, the "Nevada
Articles").

         3. RBCO and RBNV have determined that it is advisable and in their best
interests to merge RBCO with and into RBNV (the "Merger").

                         TERMS AND PROVISIONS OF MERGER

         In consideration  of the foregoing  Recitals and of the following terms
and provisions, and subject to the following conditions, it is agreed:

         1. Merger.  The  effective  time of the Merger (the  "Effective  Time")
shall be a date when the parties shall have executed and filed a Certificate  of
Merger with the Secretaries of State of Colorado and Nevada. As of the Effective
Time,  RBCO shall be merged with and into RBNV.  Following the  Effective  Time,
RBNV shall be the surviving entity of the Merger (hereinafter sometimes referred
to as the "Surviving Entity"), and the separate organizational existence of RBCO
shall cease.

         2. Governing Documents.  The Nevada Articles shall govern the Surviving
Entity  without  further  change  or  amendment  until  thereafter   amended  in
accordance with the provisions thereof and applicable law.

         3. Tax.  The  transactions  effected  pursuant  to this  Agreement  are
intended to be a tax free reorganization  within the meaning of Internal Revenue
Code of 1986 ("Code")  section 368(a) and this  Agreement  constitutes a plan of
reorganization within the meaning of Code section 354.

         4. Name. The name of the Surviving Entity shall be Rub A Dub Soap, Inc.

         5.  Succession.  At the  Effective  Time,  the  Surviving  Entity shall
acquire  and  possess all the rights,  privileges,  powers and  franchises  of a
public or private  nature and be subject to all the  restrictions,  disabilities
and duties of RBCO; and all property,  real,  personal and mixed,  and all debts
due to RBCO on  whatever  account,  including  all other  things  and  causes of
action,  shall be vested in the  Surviving  Entity;  and all  property,  rights,
privileges,  powers and  franchises,  and all and every other  interest shall be



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thereafter as effectually  the property of the Surviving  Entity as they were of
RBCO, and the title to any real property  vested by deed or otherwise  shall not
revert or be in any way  impaired  by reason of the  Merger;  but all  rights of
creditors and liens upon any property of RBCO shall be preserved unimpaired, and
all  debts,  liabilities  and  duties of RBCO  shall  thenceforth  attach to the
Surviving  Entity and may be enforced  against the Surviving  Entity to the same
extent as if such debts,  liabilities and duties had been incurred or contracted
by the Surviving  Entity;  provided,  however,  that such liens upon property of
RBCO shall be limited to the property affected thereby  immediately prior to the
Merger.

         6.  Further  Assurances.  From time to time,  as and when  required  or
requested by the Surviving Entity or by its successors and assigns,  there shall
be executed and  delivered on behalf of RBCO such deeds,  assignments  and other
instruments,  and  there  shall be taken  or  caused  to be taken by it all such
further and other action, as shall be appropriate or necessary in order to vest,
perfect or confirm, of record or otherwise, in the Surviving Entity the title to
and  possession  of  all  property,   interests,   assets,  rights,  privileges,
immunities,  powers, franchises and authority of RBCO and otherwise to carry out
the purposes of this  Agreement,  and the  authorized  officers of the Surviving
Entity are fully  authorized in the name and on behalf of RBCO or otherwise,  to
take any and all such  action and to execute and deliver any and all such deeds,
assignments and other instruments.

         7.  Conversion of Capital Stock.  At the Effective Time, all issued and
outstanding  common  shares of RBCO shall be  automatically  converted  into the
right to  receive  shares of RBNV on the basis of one new share of RBNV for each
ten  (10)  outstanding  shares  of RBCO  (the  "Merger  Consideration").  At the
Effective Time, all other previously issued and outstanding  shares of common or
preferred  stock of RBCO that were issued and outstanding  immediately  prior to
the Effective Time shall be automatically cancelled.

         8. Options.  At the Effective  Time, all  outstanding  and  unexercised
portions  of all  options  and  warrants  to  purchase  shares of RBCO  shall be
automatically  converted into an option or warrant to purchase equivalent shares
of RBNV.

         9. Employee  Benefit  Plans.  As of the Effective  Time,  the Surviving
Entity shall assume all  obligations of RBCO under any and all employee  benefit
plans in effect  as of the  Effective  Time or with  respect  to which  employee
rights or accrued benefits are outstanding as of the Effective Time.

         10. Accounting  Matters.  RBNV agrees that upon the Effective Time, the
assets,  liabilities,  reserves  and  accounts  of RBCO  shall  be  taken  up or
continued on the books of RBNV in the amounts at which such assets, liabilities,
reserves and accounts  shall have been carried on the books of RBCO  immediately
prior to the Effective Time,  subject to such  adjustments as may be appropriate
to give effect to the Merger.

         11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada  applicable to contracts entered
into and to be performed wholly within the State of Nevada.



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         12.  Amendment.  Subject  to  applicable  law,  this  Agreement  may be
amended,  modified or supplemented by written agreement of the parties hereto at
any time prior to the Effective Time with respect to any of the terms  contained
herein.

         13. Deferral or  Abandonment.  At any time prior to the Effective Time,
this  Agreement may be terminated and the Merger may be abandoned or the time of
consummation  of the Merger may be  deferred  for a  reasonable  time by RBNV if
circumstances  arise  which,  in the opinion of the Board of  Directors of RBNV,
make  the  Merger  inadvisable  or such  deferral  of the  time of  consummation
advisable.

         14.  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts  each of which  when  taken  alone  shall  constitute  an  original
instrument and when taken together shall  constitute one and the same agreement.
Delivery of an executed counterpart of this Agreement by facsimile  transmission
shall be effective as delivery of a manually executed counterpart hereof.

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         IN WITNESS  WHEREOF,  RBCO and RBNV have  caused this  Agreement  to be
signed by their respective duly authorized  officers and delivered this 16th day
of March, 2006.

                                                    RUB A DUB SOAP, INC.,
                                                    a Colorado corporation



                                                    By: /s/ Kevin B. Halter, Jr.
                                                       -------------------------
                                                       Kevin B. Halter, Jr.
                                                       President


                                                    RUB A DUB SOAP, INC.,
                                                    a Nevada corporation



                                                    By: /s/ Kevin B. Halter, Jr.
                                                       -------------------------
                                                       Kevin B. Halter, Jr.
                                                       President