Exhibit 10.1

                                                                   EXECUTED COPY


                          AGREEMENT AND PLAN OF MERGER

                                      among

                          PSYCHIC FRIENDS NETWORK INC.,

                                PFN SUB CORP. and

                                 321 LEND, INC.


                            Dated as of July 17, 2014
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                          AGREEMENT AND PLAN OF MERGER

                                      AMONG

                          PSYCHIC FRIENDS NETWORK INC.
                                  PFN SUB CORP.
                                 321 LEND, INC.,

                            Dated as of July 17, 2014

     THIS  AGREEMENT  AND  PLAN OF  MERGER,  dated  as of July  17,  2014  (this
"Agreement")  by and among 321  LEND,  INC.,  a  Delaware  corporation  ("321"),
PSYCHIC FRIENDS NETWORK,  INC., a Nevada corporation ("PFNI"), and PFN Sub Corp.
a Colorado  corporation  and a direct,  wholly  owned  subsidiary  of PFNI ("PFN
Sub"),  321  and  the  PFN  Sub  being  sometimes  referred  to  herein  as  the
"Constituent Corporations."

     WHEREAS, the board of directors of 321 and PFNI deems it advisable that 321
and PFN Sub merge into a single corporation ("the Merger");

     NOW, THEREFORE,  in consideration of the premises and the respective mutual
covenants, representations and warranties herein contained, the parties agree as
follows:

     1. SURVIVING  CORPORATION.  PFN Sub shall be merged with and into 321 which
shall be the surviving corporation  (hereinafter the "Surviving Corporation") in
accordance with the applicable laws of the State of Delaware, and as a result of
the Merger, 321 will become a direct, wholly owned subsidiary of PFNI.

     2. MERGER DATE. The Merger shall become  effective (the "Merger Date") upon
the completion of:

     (i) Adoption of this  Agreement  by PFNI,  as sole  stockholder  of PFN Sub
pursuant to the General  Corporation Law of Delaware and by the  shareholders of
321 pursuant to the General Corporation Law of Delaware; and

     (ii)  Execution and filing of the  Certificate of Merger with the Secretary
of State of the State of Delaware in accordance with the General Corporation Law
of Delaware.

     (iii) Execution and filing of the Statement of Merger with the Secretary of
State of the State of Colorado in accordance with the Colorado Revised Statutes.

     3. TIME OF  FILINGS.  The  Certificates  of Merger  shall be filed with the
Secretary of State of Delaware and Colorado upon the approval of this  Agreement
by the boards of directors of PFNI,  321 and PFN Sub,  and the  shareholders  of
each of 321,  and PFN Sub,  and the  fulfillment  or  waiver  of the  terms  and
conditions herein.

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     4. ACCOUNTING PERIOD. For all accounting purposes the effective date of the
Merger shall be as of the Merger Date.

     5. GOVERNING LAW

     The Surviving Corporation shall be a Delaware corporation.

     6. CERTIFICATE OF INCORPORATION

     On the Merger Date, the  Certificate of  Incorporation  of 321 shall be the
certificate  of  incorporation  of the Surviving  Corporation  until  thereafter
amended  in  accordance  with the  provisions  thereof  and this  Agreement  and
applicable law.

     7. BYLAWS

     On the Merger Date and  without  any further  action on the part of PFNI or
PFN Sub,  the  bylaws of 321 shall be the  bylaws of the  Surviving  Corporation
until  thereafter  amended in accordance  with the  provisions  thereof and this
Agreement and applicable law.

     8. NAME OF SURVIVING CORPORATION

     The Surviving Corporation shall be "321 Lend" or such name as it may choose
and shall be available.

     9. TAX CONSEQUENCES

     It is  intended  by the  parties  hereto  that  the  Merger  constitutes  a
reorganization  within the meanings of section  368(a) of the  Internal  Revenue
Code of 1986, as amended (the "Code").  The parties  hereto adopt this Agreement
as a plan of reorganization  within the meaning of Treasury  Regulation sections
1.368-1(c) and 1.368-2(g).

     10. EFFECT OF MERGER ON CAPITAL STOCK OF 321 AND PFN SUB

     On the Merger  Date,  by virtue of the Merger and without any action on the
part of 321, PFN Sub or the holders of any securities of 321 or PFN Sub:

     (a) Conversion of 321 Common Shares. Subject to Section 11, total number of
common share of 321 (the "321 Common Stock") issued and outstanding  immediately
prior to the Merger Date, shall, on the Merger Date, be converted into and shall
thereafter  represent the right to receive 18,000,000 shares of common stock, no
par value per  share,  of PFNI  (the  "PFNI  Stock")  as  stated in  Section  11
hereunder (the "Merger Share Consideration"), in each case upon surrender of the
certificate(s)  representing  such 321 Common Stocks,  and all 321 Common Stocks
that  have  been   converted   into  the  right  to  receive  the  Merger  Share
Consideration  as provided in this Section 10 shall be  automatically  cancelled
and shall cease to exist.  All other non-issued 321 Common Stock shall by virtue
of the Merger and  without  any  action on the part of the  holder  thereof,  be
cancelled and retired and shall cease to exist,  and no  consideration  shall be
delivered in exchanger thereof or in respect thereof.

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     (b) Conversion of PFN Sub Common  Shares.  On the Merger Date, by virtue of
the Merger and without any action on the part of the holder thereof,  each share
of common  stock,  no par value of PFN Sub  issued and  outstanding  immediately
prior to the Merger Date shall be converted into and become one validly  issued,
fully  paid  and  nonassessable  share  of  common  stock,  no par  value of the
Surviving Corporation, with the same rights, powers and privileges as the shares
so converted and those shares of common stock of the Surviving Corporation shall
constitute  the only  outstanding  shares  of  capital  stock  of the  Surviving
Corporation.  From and after the  Merger  Date,  all  certificates  representing
common  shares of PFN Sub will for all purposes  represent  the number of common
shares of the Surviving Corporation into which they were converted in accordance
with the immediately preceding sentence.

     11. CONDITION FOR MERGER

     The Merger will occur in several steps with conditions as follows:

     (a) Upon consummation of the Merger, the Surviving Corporation will acquire
100%  of  the  website/platform  of  321lend.com  (the  "Website")  and  related
intellectual  property  (the "321 IP") from Johnny Tong,  Chris Wu, and Rajin So
(the "321  Owners") in exchange for  18,000,000  shares of PFNI's  Common Stock,
valued at $270,000 at $0.015 per share.  The 18,000,000  shares of PFNI's Common
Stock, will be split among 321 Owners in equal shares. The transfer of 321 IP to
the  Surviving  Corporation  will occur at the  Closing  (as  defined in Section
23.1).

     (b) 321  shall use its  reasonable  efforts  to raise a  minimum  amount of
$500,000 (the "Capital  Raising") for a period of ninety calendar days (90 days)
from the time of Closing (the "Capital  Raising  Period") by issuing PFNI Common
Stock,  warrants or obtaining debt financing on behalf of PFNI with such capital
raise  requiring  consent of the  majority of the  directors  of PFNI's Board of
Directors (including 321 Representative in such majority).

     (c) During the Capital Raising Period,  unless consent by a majority of the
directors of PFNI's Board of Directors  (including  321  Representative  in such
majority)  is  received,  PFNI shall not issue  additional  PFNI  Common  Stock,
warrants, or debt obligations on behalf of PFNI.

     (d) 321 shall receive one board seat (the "321  Representative")  on PFNI's
Board of Directors at the time of Closing.

     (e) Until the Capital Raising is successful, the Website and the 18,000,000
PFNI shares will be placed in "escrow",  which shall be held by JPMorgan Chase &
Co. Upon  successful  Capital  Raising,  JPMorgan  Chase & Co shall  release the
Website to the  Surviving  Corporation  and the  18,000,000  PFNI  shares to 321
Owners.

     (f)  Immediately  (within one (1) business day)  following  the  successful
Capital  Raising,  321 Owners  shall  receive  from PFNI,  warrants  to purchase
100,000,000  shares  of PFNI's  Common  Stock  with a strike  price of $0.02 per
share.  These  warrants  shall be  fully  transferrable,  have a seven  (7) year
expiration  date, and shall be exercisable,  in whole or in part, with a minimum
of one (1) million  shares of PFNI's  Common Stock if  exercised in part.  These
warrants shall be split among 321 Owners in equal shares.

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     (g) If the  Capital  Raising  is  successful,  PFNI shall  immediately  and
without any delay  (within two (2) business  days),  move to take a  shareholder
vote to increase its board size by two (2) members,  thereby creating a five (5)
member Board of Directors  and 321 Owners shall receive two more seats (the "321
Representatives") on PFNI's Board of Directors.

     (h) If the Capital Raising is unsuccessful, the 18,000,000 shares of PFNI's
Common  Stock will be  returned to PFNI and the Website and 321 IP will be given
without  any  monetary  charge  or  liabilities  to  an  entity  controlled  and
designated  by  the  321  Representative.   Immediately   afterwards,   the  321
Representative  shall resign from PFNI's board of directors.  There shall not be
any legal or financial  penalty to PFNI, 321, PFN Sub, or Surviving  Corporation
in an event of an unsuccessful  Capital  Raising.  These warrants shall be split
among 321 Owners in equal shares.

     (i) When the Website is launched and made available to the general  public,
and 321 issues its first loan to a borrower,  321 Owners shall  immediately  and
without  delay  (within one (1) business  day)  receive  from PFNI,  warrants to
purchase an  additional  36,000,000  shares of PFNI's Common Stock with a strike
price of $0.05 per share.  These warrants shall be fully  transferrable,  have a
seven (7) year expiration  date, and shall be exercisable,  in whole or in part,
with a minimum of one (1) million  shares of PFNI's Common Stock if exercised in
part. These warrants shall be split among 321 Owners in equal shares.

     (j) When 321 issues  $2,500,000  in loan  originations,  321  Owners  shall
immediately  and without  delay (within one (1) business day) receive from PFNI,
warrants to purchase an additional 72,000,000 shares of PFNI's Common Stock with
a strike price of $0.10 per share. These warrants shall be fully  transferrable,
have a seven (7) year expiration date, and shall be exercisable,  in whole or in
part,  with a  minimum  of one (1)  million  shares of  PFNI's  Common  Stock if
exercised in part.

     12. RETENTION AND SEVERANCE AGREEMENT

     At the Closing, PFNI agrees to enter into or commit to enter into retention
and severance agreement (the "Retention and Severance") with Marc Jeffrey Lasky,
Michael  Warren  Lasky,  Shin  Hwang,  Johnny  Tong,  and  Chris  Wu (the  "PFNI
Employees")  as set  forth  in  Exhibit  1  annexed  hereto.  At the time of the
Closing, PFNI shall have no other employees aside from PFNI Employees.

     13. BOARD OF DIRECTORS AND OFFICERS

     (a)  Immediately  after the Closing  (within one (1) business day),  PFNI's
board shall vote to designate 321  Representative  as a member of the PFNI Board
of Directors.

     (b) Once the Capital Raising is successful, the approving PFNI Stockholders
and the owners of the  18,000,000  PFNI  Shares as Merger  Consideration,  among
other things,  agree to  immediately  approve an amendment to PFNI's bylaws (the
"PFNI Bylaw  Amendment")  to increases  the size of PFNI's board of directors to
five members.

     (c)  Immediately  following  the  PFNI  Bylaw  Amendment,  and as  part  of
approving   this   Agreement,   PFNI's  board  shall  vote  to   designate   321

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Representatives  as  members  of the PFNI  Board of  Directors.  As Part of this
Agreement,  the approving PFNI Stockholders,  among other things,  agree to vote
all of the stock of PFNI  owned by such  stockholders  following  the PFNI Bylaw
Amendment  to  designate  321  Representatives  as a member of the PFNI Board of
Directors.

     (d) The officers of the Surviving  Corporation shall be the officers of 321
on the Merger Date.

     (e) The  board  members  of the  Surviving  Corporation  shall be the board
members of 321 on the Merger Date.

     14. EFFECT OF THE MERGER

     On the Merger Date,  the separate  existence of PFN Sub shall cease (except
insofar  as  continued  by  statute),  and it shall be merged  with and into the
Surviving Corporation.  All the property,  real, personal, and mixed, of each of
the  Constituent  Corporations,  and all debts  due to either of them,  shall be
transferred to and vested in the Surviving  Corporation,  without further act or
deed. The Surviving  Corporation shall thenceforth be responsible and liable for
all the liabilities and obligations, and any claim or judgment against either of
the Constituent  Corporations may be enforced against the Surviving Corporation.
At and after the Merger  Date,  the  officers  and  directors  of the  Surviving
Corporation will be authorized to execute and deliver, in the name and on behalf
of PFN Sub, any deeds, bills of sale,  assignments or assurances and to take and
do, in the name and on behalf of PFN Sub, any other  actions and things to vest,
perfect or confirm of record or otherwise in the Surviving  Corporation  any and
all right, title and interest in, to and under any of the properties,  assets or
rights of PFN Sub.  From and  after  the  Merger  Date,  PFNI and the  Surviving
Corporation shall trade under the symbol "PFNI" on Nasdaq.

     15. APPROVAL OF SHAREHOLDERS

     15.1  SHAREHOLDER  APPROVAL.   This  Agreement  shall  be  adopted  by  the
shareholders of each of PFN Sub, and 321 at meetings of such shareholders called
for that purpose or by written consent pursuant to the laws applicable  thereto.
There shall be required for the adoption of this Agreement the affirmative  vote
of the  holders of at least a majority  of the  holders of all the shares of the
Common Stock issued and  outstanding  and entitled to vote for each of PFNI, PFN
Sub, and 321.

     15.2  PFNI  BOARD  APPROVAL.  Pursuant  to this  Agreement,  the  board  of
directors  of PFNI shall vote in favor of (a) the  issuance of the Merger  Share
Consideration,  (b) the  expansion  of the PFNI board of  directors to three (3)
members pursuant to the PFNI bylaws; (c) the Retention and Severance pursuant to
Section 11, the matters in clauses  (a),  (b), and (dc  collectively,  the "PFNI
Board Approval Matters".

     16. REPRESENTATIONS AND WARRANTIES OF PFNI AND PFN SUB

     PFNI and PFN Sub jointly and severally represent and warrant that:

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     16.1 CORPORATE  ORGANIZATION AND GOOD STANDING.  PFNI is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Nevada,  and PFN Sub is a corporation duly organized,  validly existing,  and in
good standing under the laws of the State of Colorado,  and each of PFNI and PFN
Sub is qualified to do business as a foreign  corporation in each  jurisdiction,
if any, in which its property or business requires such qualification.

     16.2  REPORTING  COMPANY.  PFNI has filed with the  Securities and Exchange
Commission a registration on Form SB-2 which was declared  effective pursuant to
the  Securities  Exchange  Act of 1933 (the "1933  Act") and became a  reporting
company pursuant to Section 15d of the Securities Exchange Act of 1934.

     16.3 REPORTING COMPANY STATUS.  PFNI has timely filed and is current on all
reports required to be filed by it pursuant to Section 15d of the Securities and
Exchange Act of 1934.

     16.4 CAPITALIZATION.

     (a) The  authorized  capital  stock of PFN Sub  consists of 1,500 shares of
common stock,  par value $0.01 per share,  of which 1,500 are validly issued and
outstanding and all of the issued and  outstanding  capital stock of PFN Sub is,
and  until  the  Merger  Date  will be,  owned  by  PFNI.  PFN Sub will not have
outstanding any option, warrant, right, or any other agreement pursuant to which
any person may acquire any equity security of PFN Sub.

     (b) The authorized  capital stock of PFNI consists of 750,000,000 shares of
common stock, par value $0.001 per share, of which 88,977,543 are validly issued
and  outstanding,  and no preferred  stock.  PFNI will not have  outstanding any
option,  warrant, right, or any other agreement pursuant to which any person may
acquire any equity security of PFNI.

     (c) PFN Sub  has not  conducted  any  business  prior  to the  date of this
Agreement  and prior to the Merger  Date,  will have no assets,  liabilities  or
obligations  of any nature  other  than  those  incident  to its  formation  and
pursuant  to  this   Agreement  and  the  Merger  and  the  other   transactions
contemplated by this Agreement.

     16.5 ISSUED STOCK. All the outstanding  shares of PFNI and PFN Sub's Common
Stock are duly authorized and validly issued, fully paid and nonassessable.

     16.6  DIRECTORS.  The  directors of PFNI are Marc Jeffrey Lasky and Michael
Warren  Lasky at the time of the Merger  Date.  The  director of PFN Sub is Marc
Jeffrey Lasky at the time of the Merger Date.

     16.7  CORPORATE  AUTHORITY.  Each  of PFNI  and  PFN Sub has all  requisite
corporate power and authority to own, operate and lease its properties, to carry
on its business as it is now being  conducted and to execute,  deliver,  perform
and conclude  the  transactions  contemplated  by this  Agreement  and all other
agreements and instruments related to this Agreement.

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     16.8 AUTHORIZATION.

     The PFNI  Board of  Directors,  at a  meeting  duly  called  and held or by
written  consent,  has by  unanimous  vote of all of its  members  duly  adopted
resolutions  (1)  determining  that it is in the best  interests of PFNI and its
stockholders,  and declared it advisable, to enter into this Agreement,  and (2)
approving this Agreement and authorizing the execution, delivery and performance
of this Agreement, and the consummation of the transactions contemplated hereby,
including  the Merger.  This  Agreement  has been duly and validly  executed and
delivered by PFNI and PFN Sub and, assuming this Agreement constitutes the valid
and binding  agreement of 321, this Agreement  constitutes the valid and binding
agreement of PFNI and PFN Sub,  enforceable  against each of PFNI and PFN Sub in
accordance with its terms.

     16.9 SUBSIDIARIES.  PFNI has no other subsidiaries besides PFN Sub. PFN Sub
has no subsidiaries.

     16.10 FINANCIAL  STATEMENTS.  PFNI unaudited balance sheets and the related
statements  of income and retained  earnings  dated March 31,  2014,  and PFNI's
audited financial  statements for the years ended December 31, 2012 and December
31, 2013,  copies of which will have been  delivered by PFNI to 321 prior to the
Merger Date (the "PFNI  Financial  Statements"),  fairly  present the  financial
condition of PFNI as of the date therein and the results of its  operations  for
the  periods  then  ended  in  conformity  with  generally  accepted  accounting
principles consistently applied.

     16.11 ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent reflected or
reserved against in the PFNI Financial Statements, PFNI and PFN Sub did not have
at that date any liabilities or obligations (secured, unsecured,  contingent, or
otherwise)  of a nature  customarily  reflected  in a  corporate  balance  sheet
prepared in accordance with generally accepted accounting principles.

     16.12 NO MATERIAL CHANGES. There has been no material adverse change in the
business, properties, prospects or financial condition of PFNI and PFN Sub since
the date of the PFNI Financial Statements.

     16.13  LITIGATION.  There is not, to the knowledge of PFNI and PFN Sub, any
pending, threatened, or existing litigation, bankruptcy, criminal, civil, audit,
assessment,  regulatory proceeding or investigation,  threatened or contemplated
against PFNI or against any of its officers.

     16.14  CONTRACTS.  Each of PFNI and PFN Sub is not a party to any  material
contract not in the ordinary course of business that is to be performed in whole
or in part at or after the date of this Agreement.

     16.15 INTELLECTUAL PROPERTY.

     (a)  PFNI  owns,  licenses,  sublicenses  or  otherwise  possesses  legally
enforceable  rights to use all Intellectual  Property material to the conduct of
the business of PFNI,  as currently  conducted  and as currently  proposed to be
conducted   (in  each   case   excluding   generally   commercially   available,
off-the-shelf software programs).

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     (b)  The  execution  and  delivery  of  this  Agreement  by  PFNI  and  the
consummation  of the  Merger  will not result in the breach of or loss of rights
under,  or create on behalf of any third party the right to terminate or modify,
(i) any license,  sublicense  or other  agreement  relating to any  Intellectual
Property  owned by PFNI under  which PFNI has  granted an  exclusive  license or
which is otherwise material to the business of PFNI, as currently  conducted and
as currently proposed to be conducted (the "PFNI Intellectual Property") or (ii)
any license, sublicense or other agreement to which PFNI is a party and pursuant
to which PFNI is authorized to use any third party's Intellectual Property on an
exclusive  basis or that is  otherwise  material  to the  business  of PFNI,  as
currently  conducted  and  as  currently  proposed  to be  conducted,  excluding
generally  commercially  available,  off-the-shelf  software programs (the "PFNI
Third Party Intellectual  Property") execution and delivery of this Agreement by
PFNI and the consummation of the Merger will not, as a result of any contract to
which PFNI is a party,  result in 321 or PFNI  granting  to any third  party any
rights or licenses to any Intellectual  Property or the release or disclosure of
any trade  secrets  that would not have been  granted or  released  absent  such
execution or consummation

     16.16  TITLE.  PFNI and PFN Sub have good and  marketable  title to all the
real  property  and good and valid title to all other  property  included in the
PFNI Financial  Statements.  Except as set out in the balance sheet thereof, the
properties of PFNI are not subject to any mortgage,  encumbrance, or lien of any
kind except minor encumbrances that do not materially  interfere with the use of
the property in the conduct of the business of PFNI.

     16.17 NO  VIOLATION.  Consummation  of the Merger  will not  constitute  or
result in a breach  or  default  under  any  provision  of any  charter,  bylaw,
indenture,  mortgage, lease, or agreement, or any order, judgment,  decree, law,
or  regulation  to which any property of PFNI and PFN Sub is subject or by which
PFNI and PFN Sub are bound.

     16.18 EMPLOYEES

     (a)  Exhibit 2 contains  a  complete  and  accurate  list of the  following
information for each employee, director, independent contractor,  consultant and
agent of PFNI and PFN Sub that is  engaged  in 321's  business,  including  each
employee on leave of absence or layoff status:  employer;  name; job title; date
of hiring or  engagement;  date of  commencement  of employment  or  engagement;
current  compensation  paid or payable and any change in compensation  since its
inception;  sick and  vacation  leave that is accrued  but  unused;  and service
credited  for  purposes  of vesting and  eligibility  to  participate  under any
Employee Plan, or any other employee or director benefit plan.

     (b) No officer, director, agent, employee, consultant, or contractor of 321
that was or is engaged in 321's  business is bound by any contract that purports
to limit the ability of such officer, director, agent, employee,  consultant, or
contractor (i) to engage in or continue or perform any conduct, activity, duties
or practice relating to 321's business, or (ii) to assign to 321 or to any other
person any rights to any  invention,  improvement,  or  discovery.  No former or
current  employee of 321 is a party to, or is  otherwise  bound by, any contract
that in any way adversely  affected,  affects, or will affect the ability of 321
or PFNI to conduct the business as heretofore carried on by 321.

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     16.19 LABOR DISPUTES; COMPLIANCE

     (a) 321 has complied in all material  respects with all legal  requirements
relating to employment  practices,  terms and  conditions of  employment,  equal
employment opportunity, nondiscrimination,  immigration, wages, hours, benefits,
collective  bargaining  and other  employment  practices,  the payment of social
security and similar taxes and occupational safety and health. 321 is not liable
for the  payment of any  taxes,  fines,  penalties,  or other  amounts,  however
designated, for failure to comply with any of the foregoing legal requirements.

     (b) 321 has not been, and is not now, a party to any collective  bargaining
agreement or other labor contract; (ii) since its inception, there has not been,
there is not presently pending or existing, there is not threatened, any strike,
slowdown,  picketing, work stoppage or employee grievance process involving 321;
(iii) no event has occurred or circumstance  exists that could provide the basis
for any work  stoppage  or other  labor  dispute;  (iv) there is not  pending or
threatened  against or  affecting  321 any  proceeding  relating  to the alleged
violation of any legal  requirement  pertaining to labor relations or employment
matters,  including  any  charge or  complaint  filed  with the  National  Labor
Relations  Board  or  any  comparable   governmental   body,  and  there  is  no
organizational  activity or other labor dispute against or affecting 321; (v) no
application or petition for an election of or for  certification of a collective
bargaining agent is pending; (vi) no grievance or arbitration  Proceeding exists
that might have an adverse effect upon 321 or the conduct of the Business; (vii)
there is no lockout of any employees by 321, and no such action is  contemplated
by 321; and (viii) there has been no charge of  discrimination  filed against or
threatened  against  321 with the Equal  Employment  Opportunity  Commission  or
similar governmental body.

     16.20 TAX MATTERS

     (1)  PFNI  and PFN Sub  have  prepared  in  material  compliance  with  the
prescribed  manner and filed within the time required by applicable  law (taking
into  account  any  extension  of time  within  which to file)  all Tax  Returns
required to be filed by them with all relevant  Governmental  Entities,  and all
such Tax Returns are true, correct and complete in all material respects;

     (2) PFNI and PFN Sub have timely paid all Taxes whether or not shown on any
Tax Return that are required to have been paid by them;

     (3) The PFNI Financial  Statements reflect adequate reserves for all unpaid
Taxes payable by PFNI and PFN Sub for all taxable  periods and portions  thereof
through  the  date of such  financial  statements  and PFNI and PFN Sub have not
incurred any tax liability  since the date of such  financial  statements  other
than for taxes arising in the ordinary course of business; and

     (4) There are no  waivers  of any  statute  of  limitations  in  respect of
assessment or collection of taxes or any agreements or requests for an extension
of time for  assessment or  collection of any tax,  which waiver or extension is
currently effective.

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     (5) PFNI  and PFN Sub are not  parties  to any  agreement  relating  to tax
allocation,  tax indemnification or tax sharing and PFNI and PFN Sub do not have
any  liability  for taxes of any person  (other than  members of the  affiliated
group,  within the meaning of section 1504(a) of the Code,  filing  consolidated
federal  income tax  Returns  of which  PFNI and PFN Sub are the common  parent)
under  Treasury   Regulation  section  1.1502-6,   Treasury  Regulation  section
1.1502-78 or any similar  state,  local or non-U.S.  laws,  as a  transferee  or
successor, by contract or otherwise.

     (6) No  claim in  writing  has been  made  against  PFNI and PFN Sub by any
governmental  entity in a jurisdiction where PFNI and PFN Sub have not filed tax
returns  that  PFNI  and PFN  Sub  are or may be  subject  to  taxation  by that
jurisdiction. All deficiencies for taxes asserted or assessed in writing against
PFNI and PFN Sub have been fully and timely paid,  settled or properly reflected
in the PFNI Financial Statements.

     (7) PFNI and PFN Sub have made available to 321 correct and complete copies
of all U.S.  federal income tax returns,  state income tax  apportionment  data,
examination  reports and  statements of  deficiencies  for which the  applicable
statutory periods of limitations have not yet expired.

     (8) There are no material liens, claims, mortgages, encumbrances,  pledges,
security  interests,  equities or charges of any kind (each, a "Lien") for taxes
upon any of the assets of PFNI and PFN Sub.

     (9) PFNI and PFN Sub have withheld and paid to the appropriate governmental
entity all material  taxes  required to have been  withheld and paid by PFNI and
PFN Sub in connection with amounts paid to any employee, independent contractor,
creditor,  stockholder,  or third party for all periods  ending on or before the
Closing.

     (10) PFNI and PFN Sub have not constituted a "distributing  corporation" or
a "controlled  corporation"  (within the meaning of section  355(a)(1)(A) of the
Code) in a  distribution  that could  constitute  part of a "plan" or "series of
related  transactions"  (within  the  meaning of section  355(e) of the Code) in
conjunction with the transactions contemplated by this Agreement.

     (11) Any closing  agreements  under section 7121 of the Code or any similar
provision of state, local or non-U.S. laws or full acceptance letters which PFNI
and PFN Sub have executed,  entered into or received is valid and enforceable in
accordance  with  their  terms.  PFNI  and PFN Sub  have  not  committed  fraud,
collusion,  concealment or malfeasance or made a  misrepresentation  of material
fact in connection with the execution or entering into of any closing  agreement
with, or the receipt of any full acceptance letter or private letter ruling from
any governmental entity.

     (12) PFNI and PFN Sub have never participated in any reportable transaction
within the  meaning of  Treasury  Regulation  section  1.6011-4(b)  or taken any
position on any Tax Return that would subject it to a substantial understatement
of Tax  penalty  under  section  6662 of the Code  which  has not been  properly
disclosed  to the IRS as  required  by the  Code  and the  Treasury  Regulations
promulgated thereunder.

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     (13) PFNI and PFN Sub have not agreed to and are not  required  to make any
adjustment  pursuant to section  481(a) of the Code or any similar  provision of
applicable  law,  and PFNI and PFN Sub have no knowledge  that any  governmental
entity  has  proposed  any  such  adjustment,  nor do PFNI  and PFN Sub have any
application pending with any governmental  entity requesting  permission for any
change in  accounting  methods.  There is no taxable  income of PFNI and PFN Sub
that will be  required  under any  applicable  law to be  reported  in a taxable
period  beginning  after the  Closing  which  taxable  income was  realized  (or
reflects  economic  income) arising prior to the Closing as a result of any: (i)
change in method of  accounting  for a taxable  period ending on or prior to the
Merger Date;  (ii) "closing  agreement" as described in section 7121 of the Code
executed  on or  prior  to the  Merger  Date;  (iii)  installment  sale  or open
transaction  disposition  made on or prior to the Merger Date;  or (iv) election
under section 108(i) of the Code.

     16.21 DISCLOSURE.  No representation or warranty or other statement made by
PFNI  and PFN  Sub in  this  Agreement  or  otherwise  in  connection  with  the
transactions  contemplated  herein contains any untrue statement or, to PFNI and
PFN Sub's  knowledge,  omits to state a material  fact  necessary to make any of
them, in light of the circumstances in which it was made, not misleading.

     17. REPRESENTATIONS AND WARRANTIES OF 321

     321 represents and warrants that:

     17.1 CORPORATE  ORGANIZATION  AND GOOD STANDING.  321 is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Delaware,  and is  qualified  to do  business as a foreign  corporation  in each
jurisdiction,   if  any,  in  which  its  property  or  business  requires  such
qualification.

     17.2 ENFORCEABILITY; AUTHORITY; NO CONFLICT.

     (a) This Agreement  constitutes the legal,  valid and binding obligation of
321,  enforceable  against 321 in accordance with its terms.  Upon the execution
and delivery by 321of each agreement and certificate to be executed or delivered
by 321 at the  Closing  pursuant  to  Section  23.3,  each  of  321's  delivered
materials  will  constitute  the legal,  valid and  binding  obligation  of 321,
enforceable  against 321 in accordance with its terms.  321 has the absolute and
unrestricted  right,  power and authority to execute and deliver this  Agreement
and to perform its obligations  under this  Agreement,  and such action has been
duly authorized by all necessary action by 321's stockholders and directors. 321
and its  stockholders  have all  necessary  legal  capacity  to enter  into this
Agreement to which they are a party and to perform their  obligations  hereunder
and thereunder.

     (b)  Neither  the  execution  and  delivery  of  this   Agreement  nor  the
consummation  or  performance  of any parts of the Agreement  will,  directly or
indirectly  (with or without notice or lapse of time),  (i) breach any provision
of any of the governing  documents of 321 or any resolution adopted by the board
or the  stockholders of 321, (ii) breach or give any governing body or any other
person the right to challenge  any of the Agreement or to exercise any remedy or
obtain any relief under any legal  requirement or any order to which 321, or any

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of its assets,  may be subject;  (iii) contravene,  conflict with or result in a
violation  or  breach  of any of the  terms  or  requirements  of,  or give  any
governing  body the right to revoke,  withdraw,  suspend,  cancel,  terminate or
modify,  any  government  authorization  that is  held by 321 or that  otherwise
relates to the assets or to the business;  (iv) breach any provision of, or give
any person the right to declare a default or exercise  any remedy  under,  or to
accelerate  the  maturity or  performance  of, or payment  under,  or to cancel,
terminate or modify, any parts of the Agreement; (v) result in the imposition or
creation of any Encumbrance  upon or with respect to any of the assets;  or (vi)
result in any  stockholders  of 321  having  the right to  exercise  dissenters'
appraisal rights.

     17.3 CAPITALIZATION.  321's authorized capital stock consists of 75,000,000
shares of Common Stock,  $0.001 par value,  of which 3,000 shares are issued and
outstanding, and no preferred stock.

     17.4 FINANCIAL  RECORDS.  321 has delivered to PFNI such financial records,
including  any  available  banking  statements  and  tax  returns,  as has  been
requested by PFNI  (collectively,  the "321 Financial  Records").  The financial
data  contained  in 321  Financial  Records is true and correct in all  material
respects as at the  respective  dates of and for the periods  referred to in 321
Financial Records.

     17.5  BOOKS AND  RECORDS.  The books and  account  and other 321  Financial
Record related to 321's ordinary course of business, all of which have been made
available  to PFNI at PFNI's  request,  are complete and correct in all material
respects,  and represent actual, bona fide transactions and have been maintained
in accordance  with sound  business  practices.  The minute books of 321, to the
extent they exist,  all of which have been made  available to PFNI to the extent
they relate to 321's ordinary course of business,  contain accurate and complete
Records of all meetings held of, and corporate action taken by, the stockholders
and board of 321, and no meeting  relating to the business of any  stockholders,
board  has been  held for  which  minutes  have  not  been  prepared  or are not
contained in such minute books.

     17.6 OWNED AND  LEASED  REAL  PROPERTY.  321 has no  ownership  of any real
estate whether in leasehold interest or any other real estate interests.

     17.7  ACCOUNTS  PAYABLE.  321  has no  liability  to  any  of its  material
affiliates or partners at the Closing,  nor any accounts  payables not disclosed
on the 321 Financial Records.

     17.8 NO UNDISCLOSED  LIABILITIES.  321 has no liabilities  not disclosed on
the 321 Financial Records.

     17.9 TAX RETURNS FILED AND TAXES PAID.  321 has filed or caused to be filed
on a timely basis all tax returns and all reports with respect to taxes that are
or were required to be filed pursuant to applicable  federal,  state,  and local
laws.  All tax returns and reports  filed by 321 if any,  are true,  correct and
complete.  321 has paid,  or made  provision  for the payment of, all taxes that
have or may have  become  due for all  periods  covered  by the tax  returns  or
otherwise, or pursuant to any assessment received by 321. No claim has ever been
made or is expected to be made by any governmental body in a jurisdiction  where
321 does not file tax  returns  that it is or may be subject to taxation by that
jurisdiction.  There are no  encumbrances  on any of the  assets  that  arose in

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connection with any failure (or alleged  failure) to pay any tax, and 321 has no
knowledge of any basis for assertion of any claims  attributable to Taxes which,
if adversely determined, would result in any such encumbrance.

     17.10 NO MATERIAL  ADVERSE  CHANGE;  ABSENCE OF CERTAIN CHANGES AND EVENTS.
There  has not been any  material  adverse  change in 321's  ordinary  course of
business, including its operations,  prospects, assets, results of operations or
condition (financial or other), and no event has occurred or circumstance exists
that may result in such a material adverse change. Since its inception,  321 has
conducted its business only in the ordinary course of business.

     17.11 COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL AUTHORIZATIONS

     (a) 321 is, and at all times since its inception has been, in compliance in
all material  respects with each legal  requirement that is or was applicable to
it or to the conduct or operation of its business or the ownership or use of any
of the assets.

     (b) No event has  occurred  or  circumstance  exists  that (with or without
notice or lapse of time) (A) may  constitute or result in a violation by 321 of,
or a failure on the part of 321 to comply with, any legal requirement or (B) may
give rise to any  obligation on the part of 321 to undertake,  or to bear all or
any portion of the cost of, any remedial action of any nature.

     (c) 321 has not received,  at any time since its  inception,  any notice or
other communication  (whether oral or written) from any governmental body or any
other person regarding (A) any actual, alleged,  possible or potential violation
of, or failure to comply with, any legal requirement or (B) any actual, alleged,
possible or potential obligation on the part of 321 to undertake, or to bear all
or any portion of the cost of, any remedial action of any nature.

     17.12 ABSENCE OF CERTAIN CHANGES AND EVENTS.  Since its inception,  321 has
conducted its business only in the ordinary course of business and there has not
been any event, whether individually or in the aggregate, which could reasonably
be expected to have a material adverse effect on the assets,  the business,  the
321, or PFNI.  Since its  inception,  there has not been (i) any sale,  lease or
other  disposition  of any asset or property of 321  necessary to operate  321's
business  including  321 IP or the  creation  of any  encumbrance  on any of the
assets,  (ii) any  indication  by any  customer or supplier of an  intention  to
discontinue  or change the terms of its  relationship  with 321; (iii) any entry
into,  termination  of or  receipt  of notice  of  termination  of any  license,
distributorship,  dealer, sales representative, joint venture, credit or similar
contract  relating to 321's  business;  (iv) any  indication  by any customer or
supplier of any intention to discontinue or change the terms of its relationship
with 321, (v) payment (except in the ordinary course of business) or increase by
321 of any  bonuses,  salaries or other  compensation  to officer or employee or
entry into any  employment,  severance or similar  contract  with any officer or
employee  related to 321's  business;  and (vi) any damage to or  destruction or
loss of any asset, whether or not covered by insurance.

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     17.13 CONTRACTS; NO DEFAULTS

     (a) 321 is, and at all times since its inception has been, in compliance in
all material  respects with all applicable  terms and requirements of any of its
contracts which is being assumed by PFNI;

     (ii) each other person that has or had any  obligation  or liability  under
any of 321's contract which is being assigned to PFNI is, and at all times since
its  inception  has  been,  in  compliance  in all  material  respects  with all
applicable terms and requirements of such contract;

     (iii) to 321's knowledge, no event has occurred or circumstance exists that
(with or  without  notice or lapse of time)  may  contravene,  conflict  with or
result  in a breach  of,  or give 321 or other  Person  the  right to  declare a
default  or  exercise  any  remedy  under,  or to  accelerate  the  maturity  or
performance  of, or payment under,  or to cancel,  terminate or modify,  any 321
contract that is being assigned to or assumed by PFNI; and

     (iv) to 321's knowledge no event has occurred or circumstance  exists under
or by virtue of any  contract  that  (with or  without  notice or lapse of time)
would cause the creation of any encumbrance affecting any of the Assets.

     17.14 INSURANCE

     (a) 321 has  delivered  to PFNI (i)  accurate  and  complete  copies of all
policies of  insurance  (and  correspondence  relating to coverage  thereunder),
including pending applications, to which 321 is a party or under which 321 is or
has  been  covered  at any  time  since  its  inception,  as  well  as any  (ii)
self-insurance  arrangements,  (iii)  reserves  for losses,  and (iv)  contracts
involving a transfer of the risk of loss.

     (b) All  policies  of  insurance  to which  321 is a party or that  provide
coverage to 321 are (i) valid,  outstanding and  enforceable,  and (ii) to 321's
knowledge, issued by an insurer that is financially sound and reputable.

     17.15 EMPLOYEES

     (a)  Exhibit 3 contains  a  complete  and  accurate  list of the  following
information for each employee, director, independent contractor,  consultant and
agent of 321 that is engaged in 321's business, including each employee on leave
of absence  or layoff  status:  employer;  name;  job  title;  date of hiring or
engagement;   date  of  commencement   of  employment  or  engagement;   current
compensation paid or payable and any change in compensation since its inception;
sick and  vacation  leave that is accrued but unused;  and service  credited for
purposes of vesting and  eligibility to participate  under any Employee Plan, or
any other employee or director benefit plan.

     (b) No officer, director, agent, employee, consultant, or contractor of 321
that was or is engaged in 321's  business is bound by any contract that purports
to limit the ability of such officer, director, agent, employee,  consultant, or
contractor (i) to engage in or continue or perform any conduct, activity, duties
or practice relating to 321's business, or (ii) to assign to 321 or to any other
person any rights to any  invention,  improvement,  or  discovery.  No former or

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current  employee of 321 is a party to, or is  otherwise  bound by, any contract
that in any way adversely  affected,  affects, or will affect the ability of 321
or PFNI to conduct the business as heretofore carried on by 321.

     17.16 LABOR DISPUTES; COMPLIANCE

     (a) 321 has complied in all material  respects with all legal  requirements
relating to employment  practices,  terms and  conditions of  employment,  equal
employment opportunity, nondiscrimination,  immigration, wages, hours, benefits,
collective  bargaining  and other  employment  practices,  the payment of social
security and similar taxes and occupational safety and health. 321 is not liable
for the  payment of any  taxes,  fines,  penalties,  or other  amounts,  however
designated, for failure to comply with any of the foregoing legal requirements.

     (b) 321 has not been, and is not now, a party to any collective  bargaining
agreement or other labor contract; (ii) since its inception, there has not been,
there is not presently pending or existing, there is not threatened, any strike,
slowdown,  picketing, work stoppage or employee grievance process involving 321;
(iii) no event has occurred or circumstance  exists that could provide the basis
for any work  stoppage  or other  labor  dispute;  (iv) there is not  pending or
threatened  against or  affecting  321 any  proceeding  relating  to the alleged
violation of any legal  requirement  pertaining to labor relations or employment
matters,  including  any  charge or  complaint  filed  with the  National  Labor
Relations  Board  or  any  comparable   governmental   body,  and  there  is  no
organizational  activity or other labor dispute against or affecting 321; (v) no
application or petition for an election of or for  certification of a collective
bargaining agent is pending; (vi) no grievance or arbitration  Proceeding exists
that might have an adverse effect upon 321 or the conduct of the Business; (vii)
there is no lockout of any employees by 321, and no such action is  contemplated
by 321; and (viii) there has been no charge of  discrimination  filed against or
threatened  against  321 with the Equal  Employment  Opportunity  Commission  or
similar governmental body.

     17.17 INTELLECTUAL PROPERTY ASSETS

     (a)  321  owns,  licenses,   sublicenses  or  otherwise  possesses  legally
enforceable  rights to use all Intellectual  Property material to the conduct of
the business of 321, as  currently  conducted  and as  currently  proposed to be
conducted   (in  each   case   excluding   generally   commercially   available,
off-the-shelf software programs), including the website and domain "321lend".

     (b)  The  execution  and  delivery  of  this   Agreement  by  321  and  the
consummation  of the  Merger  will not result in the breach of or loss of rights
under,  or create on behalf of any third party the right to terminate or modify,
(i) any license,  sublicense  or other  agreement  relating to any  Intellectual
Property owned by 321 under which 321 has granted an exclusive  license or which
is  otherwise  material to the business of 321, as  currently  conducted  and as
currently  proposed  to be  conducted  (the  "321  IP"),  or (ii)  any  license,
sublicense or other  agreement to which 321 is a party and pursuant to which 321
is  authorized to use any third  party's  Intellectual  Property on an exclusive
basis  or that is  otherwise  material  to the  business  of 321,  as  currently
conducted  and  as  currently  proposed  to be  conducted,  excluding  generally
commercially  available,  off-the-shelf  software programs (the "321 Third Party

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Intellectual Property"). The execution and delivery of this Agreement by 321 and
the  consummation  of the Merger will not, as a result of any  contract to which
321 is a party,  result in 321 or PFNI granting to any third party any rights or
licenses to any Intellectual  Property or the release or disclosure of any trade
secrets  that would not have been granted or released  absent such  execution or
consummation

     17.18 COMPLIANCE WITH THE FOREIGN CORRUPT  PRACTICES ACT AND EXPORT CONTROL
AND  ANTIBOYCOTT  LAWS. 321 and its  representatives  have at all times acted in
compliance with the Foreign Corrupt  Practices Act. 321 has at all times been in
compliance  with all legal  requirements  relating  to export  control and trade
embargoes.  312 has not violated the  antiboycott  prohibitions  contained in 50
U.S.C.  ss.2401 et seq. or taken any action that can be penalized  under Section
999 of the Code.

     17.19 BROKERS OR FINDERS.  Neither 321 nor any of its Representatives  have
incurred any obligation or liability,  contingent or otherwise, for brokerage or
finders' fees or agents'  commissions  or other  similar  payments in connection
with the sale of the Business, the Assets or the Contemplated Transactions.

     17.20 DISCLOSURE

     (a) No  representation  or warranty or other  statement made by 321 in this
Agreement  contains  any  untrue  statement  or omits to state a  material  fact
necessary  to make any of them,  in light of the  circumstances  in which it was
made, not misleading.

     (b) 321 does not have  knowledge of any fact that has specific  application
to 321 (other than general economic or industry  conditions) that may materially
adversely affect the assets, business, prospects, financial condition or results
of operations of 321 that has not been set forth in this Agreement.

     17.21 NO  VIOLATION.  Consummation  of the Merger  will not  constitute  or
result in a breach  or  default  under  any  provision  of any  charter,  bylaw,
indenture,  mortgage, lease, or agreement, or any order, judgment,  decree, law,
or  regulation  to which any property of PFNI and PFN Sub is subject or by which
PFNI and PFN Sub are bound.

     17.22 STOCK RIGHTS. There are no stock grants, options, rights, warrants or
other rights to purchase or obtain the 321 Common or  Preferred  Stock issued or
committed to be issued.

     17.23 ISSUED  STOCK.  All the  outstanding  shares of its Common Stock were
duly authorized and validly issued, fully paid and non-assessable.

     17.24  CORPORATE  AUTHORITY.  321 has all  requisite  corporate  power  and
authority to own, operate and lease its properties,  to carry on its business as
it is now being  conducted  and to execute,  deliver,  perform and  conclude the
transactions  contemplated  by this  Agreement  and  all  other  agreements  and
instruments related to this Agreement.

     17.25  AUTHORIZATION.  Execution of this Agreement has been duly authorized
and approved by 321's board of directors.

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     17.26 SUBSIDIARIES. 321 has no subsidiaries.

     18. CONDUCT OF PFNI PENDING THE MERGER DATE

     PFNI covenants that between the date of this Agreement and the Merger Date:

     18.1 No change will be made in PFNI's articles of incorporation or bylaws.

     18.2 PFNI  will not make any  change in its  authorized  or issued  capital
stock,  declare or pay any dividend or other  distribution  or issue,  encumber,
purchase,  or otherwise  acquire any of its capital stock other than as provided
herein.

     18.3 PFNI will use its best  efforts to maintain  and preserve its business
organization,  employee  relationships,  and goodwill intact, and will not enter
into any material commitment except in the ordinary course of business.

     19. CONDITIONS PRECEDENT TO OBLIGATION OF PFNI

     PFNI's  obligation to consummate the Merger shall be subject to fulfillment
on or before the Merger Date of each of the following conditions,  unless waived
in writing by PFNI:

     19.1  321'S   REPRESENTATIONS  AND  WARRANTIES.   The  representations  and
warranties  of 321 set forth herein shall be true and correct on the Merger Date
as though  made at and as of that  date,  except  as  affected  by  transactions
contemplated hereby.

     19.2 321'S  COVENANTS.  321 shall have performed all covenants  required by
this Agreement to be performed by it on or before the Merger Date.

     19.3 SHAREHOLDER  APPROVAL.  This Agreement shall have been approved by the
required number of shareholders of each of PFN Sub and 321.

     19.4  SUPPORTING  DOCUMENTS  OF  321.  321  shall  have  delivered  to PFNI
supporting documents in form and substance  satisfactory to PFNI , to the effect
that:

     (i) 321 is a corporation  duly  organized,  validly  existing,  and in good
standing.

     (ii) 321's authorized and issued capital stock is as set forth herein.

     (iii) The  execution  and  consummation  of this  Agreement  have been duly
authorized and approved by 321's board of directors and shareholders.

     20. CONDITIONS PRECEDENT TO OBLIGATION OF 321

     321's  obligation to consummate this merger shall be subject to fulfillment
on or before the Merger Date of each of the following conditions:

     20.1  PFNI'S  REPRESENTATIONS  AND  WARRANTIES.   The  representations  and
warranties of PFNI set forth herein shall be true and correct on the Merger Date
as though  made at and as of that  date,  except  as  affected  by  transactions
contemplated hereby.

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     20.2 PFNI'S COVENANTS.  PFNI shall have performed all covenants required by
this Agreement to be performed by it on or before the Merger Date.

     20.3 SHAREHOLDER  APPROVAL.  This Agreement shall have been approved by the
required number of shareholders of each of PFN Sub, and 321.

     20.4  SUPPORTING  DOCUMENTS OF THE PFNI.  PFNI shall have  delivered to 321
supporting  documents in form and  substance  satisfactory  to 321 to the effect
that:

     (i) PFNI is a corporation  duly organized,  validly  existing,  and in good
standing.

     (ii) PFNI's authorized and issued capital stock is as set forth herein.

     (iii) The  execution  and  consummation  of this  Agreement  have been duly
authorized and approved by PFNI's board of directors.

     21. ACCESS

     From the date hereof to the Merger  Date,  321 and PFNI shall  provide each
other with such information and permit each other's officers and representatives
such access to its  properties  and books and records as the other may from time
to time  reasonably  request.  If the merger is not  consummated,  all documents
received  in  connection  with this  Agreement  shall be  returned  to the party
furnishing such  documents,  and all information so received shall be treated as
confidential.

     22. TERMINATION AND ABANDONMENT

     22.1 Notwithstanding  anything contained in this Agreement to the contrary,
this  Agreement may be terminated  and abandoned at any time prior to the Merger
Date, and except as provided  below,  whether before or after receipt of the 321
Stockholder Approval or the PFNI Stockholder Approval:

     (a) by the mutual written consent of 321 and PFNI;

     (b) by either PFNI or 321 if the Merger shall not have been  consummated by
August  31,  2014 (the  "Outside  Closing  Date  Termination  Right")  provided,
however,  that the right to terminate this Agreement  under Section 22 shall not
be  available  to any party  hereto  whose  action or  failure to act has been a
principal cause of the failure of the Merger to occur on or before such date and
such action or failure to act constitutes a breach of this Agreement;

     (c) by either 321 or PFNI if an  injunction,  order,  decree or ruling of a
governmental   entity  of  competent   jurisdiction   shall  have  been  entered
permanently restraining,  enjoining or otherwise prohibiting the consummation of
the Merger and such injunction shall have become final and  non-appealable  (the
"Transaction  Prohibition Termination Right") provided,  however, that the right
to terminate this  Agreement  under this Section 22(c) shall not be available to
any party  whose  material  breach of a  representation,  warranty,  covenant or

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agreement  in this  Agreement  has been a  principal  cause of the entry of such
final and non-appealable injunction, order, decree or ruling;

     (d) by 321,  if PFNI shall have  breached  or failed to perform  any of its
representations, warranties, covenants or agreements set forth in this Agreement
or any of such representations and warranties shall have become untrue as of any
date subsequent to the date of this Agreement,  which breach, failure to perform
or  untruth  (i) would  give rise to the  failure  of a  condition  set forth in
Section 10,  Section 11,  Section 18or Section 20 (assuming,  in the case of any
untruth,  that such subsequent date was the Merger Date) and (ii) is not capable
of being cured prior to the  Closing  or, if capable of being  cured,  shall not
have been cured by PFNI by the 30th  calendar day  following  receipt of written
notice  of such  breach  or  failure  to  perform  from  321 (the  "PFNI  Breach
Termination  Right");  provided,  however,  that 321  shall not be  entitled  to
terminate  this  Agreement  under this Section 22(e) if 321 is then in breach of
its  representations,  warranties,  covenants  or  agreements  contained in this
Agreement, which breach would give rise to the failure of a condition to Closing
set forth herein  (assuming,  in the case of any untruth,  that such  subsequent
date was the date of termination); or

     (e) by 321, if (i) the PFNI Board of Directors (or any  committee  thereof)
has failed to approve this Agreement or any of its conditions or (ii) PFNI shall
have  failed to include the PFNI's set of  recommendations  in  accordance  with
Sections 11 and 13 (the "PFNI  Recommendations")  set forth in this Agreement in
the Proxy Statement.

     22.2 EFFECT OF TERMINATION AND ABANDONMENT. In the event of the termination
of this Agreement and the abandonment of the Merger pursuant to this Section 22,
this Agreement  shall become void and of no effect with no liability on the part
of  any  party  hereto  (or  of  any  of  its  directors,  officers,  employees,
consultants, contractors, agents, attorneys or other representatives); provided,
however,  that no  such  termination  shall  relieve  any  party  hereto  of any
liability or damages resulting from any willful breach of this Agreement by such
party.

     23. CLOSING

     23.1 The closing of the Merger (the "Closing") will take place remotely via
the exchange of documents and signature pages on a date and time to be specified
by the parties  (the  "Closing  Date"),  which shall be the second  Business Day
after  the  satisfaction  or  waiver  (to the  extent  waiver  is  permitted  by
applicable  law) of the  conditions  set forth in Section  11 (other  than those
conditions that by their nature are to be satisfied at the Closing,  but subject
to the satisfaction or waiver (if legally  permissible) of those  conditions) or
at such other place, date and time as PFNI and 321 may agree in writing.

     23.2  Immediately  prior  to the  Closing,  PFNI  shall  deliver  to 321 in
satisfactory form, if not already delivered:

     (i) A list of the  holders  of the  shares of PFN Sub  Common  Stock  being
exchanged  with an itemization of the number of shares held by each, the address
of each  holder,  and the  aggregate  number of shares of 321 Common Stock to be
issued to each holder;

     (ii)  Evidence of  up-to-date  filings  with the  Securities  and  Exchange
Commission.

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     (iii)  Certificate  of the Secretary of State of Nevada as of a recent date
as to the good standing of PFNI ;

     (iv) Certified  copies of the resolutions of the board of directors of PFNI
authorizing the execution of this Agreement and the consummation of the Merger;

     (v) PFNI Financial Statements;

     (vi) Secretary's certificate of incumbency of the officers and directors of
PFNI;

     (vii) All the tax related document that are specified in Section 16.20;

     (viii) All the  documents  that are  required  to satisfy  the  conditions,
representations and warranties enumerated elsewhere herein.

     23.3  Immediately  prior  to the  Closing,  321  shall  deliver  to PFNI in
satisfactory form, if not already delivered to PFNI :

     (i) A list  of the  shareholders  of  record  of 321,  including,  wherever
available, addresses and telephone numbers;

     (ii) Evidence of the consent of shareholders of 321 to this Agreement;

     (iii) Evidence of  Intellectual  Property  Assignment to 321 by 321 Owners,
and any employees, consultants, or any other individuals affiliated with 321;

     (iv) A severance agreement that is mutually agreed upon by 321 Owners, Shin
Hwang,  Marc Jeffrey Lasky, and Michael Warren Lasky.  Such severance  agreement
shall be  modeled  after the  Retention  and  Severance  set forth in  Exhibit 1
annexed hereto;

     (v)  Certificate  of the Secretary of State of Delaware as of a recent date
as to the good standing of 321; and

     (vi) Certified  copies of the  resolutions of the board of directors of 321
authorizing the execution of this Agreement and the consummation of the Merger.

     23.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES

     (1) The  representations  and  warranties of each of PFNI, PFN Sub, and 321
set out in this Agreement shall survive the Merger Date.

     (2)  Subject  to the terms and  conditions  set forth  herein,  PFNI  shall
indemnify  and hold  harmless  321 and its  directors,  officers,  stockholders,
employees,  agents,  and affiliates (the "321  Indemnified  Persons"),  and will
reimburse  the 321  Indemnified  Persons  for,  any loss,  liability,  damage or
expense,  including reasonable  out-of-pocket costs of investigation and defense

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of claims and reasonable attorneys' fees and expenses (the "Losses") incurred by
the 321 Indemnified  Persons arising or resulting from or in connection with any
of the following:

     (a) any breach of any  representation  or warranty made by PFNI and PFN Sub
in Section 16 of this Agreement;

     (b) any  breach  of any  conditions  or  agreement  of PFNI  and PFN Sub in
Section 11 or Section 24 of this Agreement; or

     (c) breach of any  covenants  or  agreement  of PFNI and the PFN Sub in the
Agreement.

     (3) All  claims  for  indemnification  under  this  Section  23.4  shall be
administered  by 321 for  itself  and on behalf  of all  other  321  Indemnified
Persons.  For purposes of this  Section  23.4,  notwithstanding  anything to the
contrary  contained herein,  Losses shall include,  and 321 Indemnified  Persons
shall be compensated  for, any  consequential,  special,  incidental or punitive
damages  included in a claim asserted by any person who is not a 321 Indemnified
Person.

     24. POST-CLOSING OBLIGATIONS

     (a) PFNI shall not issue any Common Stock, Warrant, and/or debt obligations
for the duration of the Capital  Raising Period unless it is issued  pursuant to
Section 11 of the Agreement.

     (b) PFNI will not make any  change  in its  authorized  or  issued  capital
stock,  declare or pay any dividend or other  distribution  or issue,  encumber,
purchase,  or otherwise acquire any of its capital stock for the duration of the
Capital Raising Period.

     (c) PFNI shall not make any change to PFNI's articles of  incorporation  or
bylaws during the Capital Raising Period.

     (d) PFNI shall not remove or attempt to remove 321 Representative from PFNI
Board of  Directors  during the  Capital  Raising  Period  unless the failure to
remove such director would be a breach of the Director's fiduciary duties.

     (e) During the Capital Raising  Period,  PFNI shall use its best efforts to
maintain and preserve its business  organization,  employee  relationships,  and
goodwill intact,  and will not enter into any material  commitment except in the
ordinary course of business.

     (f) The  officers  and board  members of 321 will remain the  officers  and
board members of the Surviving Corporation during the Capital Raising Period.

     (g) PFNI  shall not  interfere  with 321  Owners'  efforts  to  manage  the
Surviving Corporation during the Capital Raising Period.

     (h) PFNI shall not  interfere  with 321  Owners'  Capital  Raising  efforts
during the Capital Raising Period.

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     (i) If the Capital Raising is successful, PFNI will immediately (within two
(2)  business  days)  submit for its  shareholders'  approval  with a  favorable
recommendation  to increase  the size of PFNI Board of  Directors  by two (2) to
create a five (5) member board and to add two additional 321  Representatives as
board members of PFNI Board of Directors.

     25. ARBITRATION

     (a) SCOPE.  The parties  hereby agree that any and all claims  (except only
for requests for injunctive or other equitable  relief) whether existing now, in
the past or in the  future  as to which the  parties  or any  affiliates  may be
adverse  parties,  and whether  arising out of this  agreement or from any other
cause,  will  be  resolved  by  arbitration  before  the  American   Arbitration
Association.

     (b) SITUS.  The parties hereby  irrevocably  consent to the jurisdiction of
the American Arbitration Association and the situs of the arbitration within the
State  of  Delaware  at  a  time  and  place  chosen  by  American   Arbitration
Association.  Any award in arbitration may be entered in any domestic or foreign
court having jurisdiction over the enforcement of such awards.

     (c)  APPLICABLE  LAW.  The  law  applicable  to the  arbitration  and  this
agreement shall be that of the State of Delaware,  determined  without regard to
its provisions  which would  otherwise  apply to a question of conflict of laws.
Any dispute as to the applicable law shall be decided by the arbitrator.

     (d) DISCLOSURE AND DISCOVERY. The arbitrator may, in its discretion,  allow
the parties to make reasonable disclosure and discovery in regard to any matters
which are the  subject of the  arbitration  and to compel  compliance  with such
disclosure and discovery  order.  The arbitrator may order the parties to comply
with all or any of the disclosure and discovery  provisions of the Federal Rules
of Civil  Procedure,  as they then exist,  as may be modified by the  arbitrator
consistent  with the desire to simplify  the conduct and minimize the expense of
the arbitration.

     25.2  RULE  OF LAW.  Regardless  of any  practices  of  arbitration  to the
contrary,  the arbitrator  will apply the rules of contract and other law of the
jurisdiction  whose law applies to the  arbitration  so that the decision of the
arbitrator  will be, as much as  possible,  the same as if the  dispute had been
determined by a court of competent jurisdiction.

     25.3 FINALITY AND FEES.  Any award or decision by the American  Arbitration
Association shall be final,  binding and  non-appealable  except as to errors of
law. Each party to the arbitration shall pay its own costs and counsel fees.

     25.4 MEASURE OF DAMAGES.  In any adverse action, the parties shall restrict
themselves to claims for compensatory damages and no claims shall be made by any
party or affiliate for lost profits, punitive or multiple damages.

     25.5  COVENANT NOT TO SUE. The parties  covenant  that under no  conditions
will any party or any affiliate  file any action  against the other (except only
requests  for  injunctive  or other  equitable  relief) in any forum  other than
before the American Arbitration Association, and the parties agree that any such

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action, if filed,  shall be dismissed upon application and shall be referred for
arbitration hereunder with costs and attorney's fees to the prevailing party.

     25.6  INTENTION.  It is the  intention of the parties and their  affiliates
that all disputes of any nature between them,  whenever  arising,  from whatever
cause,  based on whatever law, rule or regulation,  whether  statutory or common
law, and however characterized, be decided by arbitration as provided herein and
that no party or  affiliate  be  required  to  litigate  in any other  forum any
disputes or other  matters  except for  requests  for  injunctive  or  equitable
relief.  This agreement  shall be  interpreted  in conformance  with this stated
intent of the parties and their affiliates.

     26. GENERAL PROVISIONS

     26.1 FURTHER  ASSURANCES.  From time to time,  each party will execute such
additional  instruments  and take such actions as may be reasonably  required to
carry out the intent and purposes of this Agreement.

     26.2 WAIVER.  Any failure on the part of either party hereto to comply with
any of its  obligations,  agreements,  or conditions  hereunder may be waived in
writing by the party to whom such compliance is owed.

     26.3  BROKERS.  Each party agrees to indemnify  and hold harmless the other
party  against  any fee,  loss,  or expense  arising out of claims by brokers or
finders employed or alleged to have been employed by the indemnifying party.

     26.4 NOTICES.  All notices and other  communications  hereunder shall be in
writing and shall be deemed to have been given if delivered in person or sent by
prepaid  first-class  certified mail,  return receipt  requested,  or recognized
commercial courier service, as follows:

     If to 321, to:

     321 Lend, Inc.
     2133 Stockton St. Apt. 308
     San Francisco, CA 94133, United States

     with a copy to:

     McGuirewoods LLP
     1345 Avenue of the Americas, 7th Floor
     New York, NY 10105
     Attention: Stephen E. Older and TaeSoo Sean Kim

     If to PFNI, to:

     PFNI, Inc.
     2360 Corporate Circle, Suite 400i
     Henderson, NV 89074-772, United States

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     27.  GOVERNING LAW. This  Agreement  shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware.

     28.  ASSIGNMENT.  This  Agreement  shall  inure to the  benefit  of, and be
binding upon,  the parties hereto and their  successors  and assigns;  provided,
however,  that any assignment by either party of its rights under this Agreement
without the written consent of the other party shall be void.

     29. COUNTERPARTS.  This Agreement may be executed  simultaneously in two or
more counterparts,  each of which shall be deemed an original,  but all of which
together  shall  constitute  one and the  same  instrument.  Signatures  sent by
facsimile  transmission shall be deemed to be evidence of the original execution
thereof.

     30. EFFECTIVE DATE. This effective date of this Agreement shall be July 17,
2014.


                           [Signature Page to Follow]

<PAGE>

                 SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER
                           BETWEEN 321 LEND, INC. AND
                                   PFNI, INC.

     IN WITNESS WHEREOF, the parties have executed this Agreement.

                                 321 Lend, Inc.


                                 By: /s/ Shin Hwang
                                    ------------------------------------------
                                    Shin Hwang
                                    Chief Executive Officer

                                 PFNI, Inc.


                                 By: /s/ Marc Jeffrey Lasky
                                    ------------------------------------------
                                    Marc Jeffrey Lasky
                                    Chief Executive Officer

                                 PFN Sub


                                 By: /s/ Marc Jeffrey Lasky
                                    ------------------------------------------
                                    Marc Jeffrey Lasky
                                    President

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                                    EXHIBIT 1





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                                    EXHIBIT 2





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                                    EXHIBIT 3





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