AGREEMENT
      AND PLAN OF MERGER





THIS
      AGREEMENT AND PLAN OF MERGER (this "Merger Agreement") is made this 10th day
      of
      October 2007 by and between Red Oak Concepts, Inc., a Nevada corporation
      ("ROC-NEVADA"), and Red Oak Concepts, Inc., a Delaware corporation
      ("ROC-DELAWARE"). ROC-Nevada and ROC-Delaware are hereinafter sometimes
      collectively referred to as the "Constituent Corporations."





RECITALS





A.
      ROC-DELAWARE was incorporated under the laws of the State of Delaware on May
      24,
      2007. ROC-DELAWARE’s current authorized capital stock consists of 100,000,000
      shares of common stock at a par value of $0.0001 per share ("ROC-DELAWARE Common
      Stock"), of which 1,500,000 shares are issued and outstanding, and 10,000,0000
      shares of blank check preferred stock, par value $.0001 per share, none of
      which
      have been designated or are outstanding.





B.
      ROC-NEVADA was incorporated under the laws of the State of Nevada on October
      9,
      2007. Its authorized capital stock consists of 100,000,000 shares of Common
      Stock, with a par value of $0.0001 per share ("ROC-NEVADA Common Stock"), of
      which 1,000 shares are issued and outstanding, all of which are owned by
      ROC-DELAWARE, and 10,000,000 shares of blank check preferred stock, par value
      $.0001 per share, none of which have been designated or are
      outstanding.





C.
      The
      respective Boards of Directors of ROC-NEVADA and ROC-DELAWARE deem it advisable
      and to the advantage of each of the Constituent Corporations that ROC- DELAWARE
      merge with and into ROC- NEVADA (the “Merger”) upon the terms and subject to the
      conditions set forth in this Merger Agreement for the purpose of effecting
      a
      change of the state of incorporation of ROC-DELAWARE from Delaware to
      Nevada.





D.
      The
      Boards of Directors of each of the Constituent Corporations have approved this
      Merger Agreement.





NOW,
      THEREFORE, the parties do hereby adopt the plan of reorganization set forth
      in
      this Merger Agreement and do hereby agree that ROC-DELAWARE shall merge with
      and
      into ROC-NEVADA on the following terms, conditions and other
      provisions:





1.
      MERGER
      AND EFFECTIVE TIME. At the Effective Time (as defined below), ROC-DELAWARE,
      the
      parent, shall be merged with and into ROC-NEVADA, the subsidiary, (the
      "Merger"), and ROC-NEVADA shall be the surviving corporation of the Merger
      (the
      "Surviving Corporation").





The
      Merger shall become effective upon the close of business on the date when a
      duly
      executed copy of Articles of Merger, this Merger Agreement, and all other
      required certificates, is filed with the Secretary of States of each of the
      State of Delaware and the State of Nevada (the "Effective Time").










2.
      EFFECT
      OF MERGER. At the Effective Time, the separate corporate existence of
      ROC-DELAWARE shall cease; the corporate identity, existence, powers, rights
      and
      immunities of ROC-NEVADA as the Surviving Corporation shall continue unimpaired
      by the Merger; and ROC-NEVADA shall succeed to and shall possess all the assets,
      properties, rights, privileges, powers, franchises, immunities and purposes,
      and
      be subject to all the debts, liabilities, obligations, restrictions and duties
      of ROC-DELAWARE, all without further act or deed. The Articles of Incorporation
      of the Surviving Corporation shall be the Articles of
      Incorporation.





3.
      GOVERNING DOCUMENTS. At the Effective Time, the Articles of Incorporation of
      ROC-NEVADA in effect immediately prior to the Effective Time shall become the
      Articles of Incorporation of the Surviving Corporation and the By-Laws of
      ROC-NEVADA in effect immediately prior to the Effective Time shall become the
      By-Laws of the Surviving Corporation. These documents are annexed hereto as
      Exhibits A and B, respectively.





4.
      DIRECTORS, OFFICERS AND COMMITTEES OF THE BOARD. At the Effective Time, the
      directors, officers and committee members of ROC-NEVADA shall be and become
      the
      directors, officers and committee members (holding the same titles and
      positions) of the Surviving Corporation and after the Effective Time shall
      serve
      in accordance with the Articles of Incorporation and By-laws of the Surviving
      Corporation.





5.
      CONVERSION OF SHARES OF ROC-DELAWARE. Subject to the terms and conditions of
      this Agreement, at the Effective Time, each share of ROC-DELAWARE Common Stock
      outstanding immediately prior thereto shall be automatically changed and
      converted into one fully paid and nonassessable, issued and outstanding share
      of
      ROC-NEVADA Common Stock.





6.
      CANCELLATION OF SHARES OF ROC-DELAWARE. At the Effective Time, all of the
      previously issued and outstanding shares of ROC-DELAWARE Common Stock that
      were
      issued and outstanding immediately prior to the Effective Time shall be
      automatically retired and canceled.





7.
      STOCK
      CERTIFICATES. At and after the Effective Time, all of the outstanding
      certificates that, prior to that date, represented shares of ROC-DELAWARE Common
      Stock shall be deemed for all purposes to evidence ownership of and to represent
      the number of shares of ROC-NEVADA Common Stock into which such shares of
      ROC-DELAWARE Common Stock are converted as provided herein.





The
      registered owner on the books and records of ROC-DELAWARE of any outstanding
      stock certificates evidencing shares of ROC-DELAWARE Common Stock shall, until
      such certificates shall have been surrendered for transfer or otherwise
      accounted for to ROC-NEVADA or its transfer agent, be entitled to exercise
      any
      voting and other rights with respect to, and to receive any dividend and other
      distributions upon, the shares of ROC-NEVADA Common Stock evidenced by such
      outstanding certificates as above provided.





8.
      EXCHANGE OF CERTIFICATES. As soon as practicable after the Effective Time,
      ROC-NEVADA shall deliver to each holder of ROC-DELAWARE Common Stock appropriate
      transmittal forms by which holders of certificates representing ROC-DELAWARE
      Common Stock may exchange such certificates for certificates representing a
      like
      number of shares of ROC-NEVADA Common Stock.




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9.
      FURTHER ASSURANCES. From time to time, as and when required by the Surviving
      Corporation or by its successors or assigns, there shall be executed and
      delivered on behalf of ROC-DELAWARE such deeds, assignments and other
      instruments, and there shall be taken or caused to be taken by it all such
      further action as shall be appropriate, advisable or necessary in order to
      vest,
      perfect or confirm, of record or otherwise, in the Surviving Corporation the
      title to and possession of all property, interests, assets, rights, privileges,
      immunities, powers, franchises and authority of ROC-DELAWARE, and otherwise
      to
      carry out the purposes of this Merger Agreement.





The
      officers and directors of the Surviving Corporation are fully authorized in
      the
      name of and on behalf of ROC-DELAWARE, or otherwise, to take any and all such
      actions and to execute and deliver any and all such deeds and other instruments
      as may be necessary or appropriate to accomplish the foregoing.





10.
      CONDITION. The consummation of the Merger is subject to the approval of this
      Merger Agreement and the Merger contemplated hereby by the holders of a majority
      of the outstanding shares of ROC-DELAWARE Common Stock prior to or at the
      Effective Time.





11.
      ABANDONMENT. At any time before the Effective Time, this Merger Agreement may
      be
      terminated and the Merger abandoned by the Board of Directors of ROC-DELAWARE
      or
      ROC-NEVADA, notwithstanding approval of this Merger Agreement by the Board
      of
      Directors and shareholders of ROC-DELAWARE and the Board of Directors of
      ROC-NEVADA.





12.
      AMENDMENT. At any time before the Effective Time, this Merger Agreement may
      be
      amended, modified or supplemented by the Boards of Directors of the Constituent
      Corporations, notwithstanding approval of this Merger Agreement by the
      shareholders of ROC-DELAWARE; provided, however, that any amendment made
      subsequent to the adoption of this Agreement by the shareholders of ROC-DELAWARE
      or the sole holder of shares of ROC-NEVADA Common Stock shall not: (i) alter
      or
      change the amount or kind of shares, securities, cash, property and/or rights
      to
      be received in exchange for or upon conversion of any shares of any class or
      series of ROC-DELAWARE; (ii) alter or change any of the terms of the Articles
      of
      Incorporation of the Surviving Corporation to be effected by the Merger; or
      (iii) alter or change any of the terms or conditions of this Merger Agreement
      if
      such alteration or change would adversely affect the holders of any shares
      of
      any class or series of ROC-DELAWARE.





13.
      TAX-FREE REORGANIZATION. The Merger is intended to be a tax-free plan of
      reorganization within the meaning of Section 368(a)(1)(F) of the
      Code.





14.
      GOVERNING LAW. This Agreement shall be governed by and construed under the
      internal laws of the State of Nevada, without reference to the principles of
      conflicts of law or choice of laws, except to the extent that the laws of the
      State of Delaware would apply in matters relating to the internal affairs of
      ROC-DELAWARE and the Merger.




15.
      COUNTERPARTS. In order to facilitate the filing and recording of this Merger
      Agreement, it may be executed in any number of counterparts, each of which
      shall
      be deemed to be an original.




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IN
      WITNESS WHEREOF, this Merger Agreement is hereby executed on behalf of each
      of
      the Constituent Corporations and attested by their respective officers hereunto
      duly authorized as of the date first written above.






RED
                OAK CONCEPTS, INC.
              a
                Delaware corporation
              
              By: 
                /s/ Barbara Deadwiley
              SecretaryRED
                OAK CONCEPTS, INC.
              a
                Nevada corporation
              
              By:/s/
                Susan Zachmann
              President




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