FILED: 02/05/2003 CID: 1996-00310178 WY Secretary of State

                                                          Doc. ID: 2003-00446304

         AGREEMENT AND PLAN OF MERGER AND REORGANIZATION


         AGREEMENT OF MERGER made the 21" day of January, 2003 between Sun Asset
Holdings,  Inc., a Florida corporation,  hereinafter called the Florida Company,
and a majority  of the  directors  thereof,  and Coyote  Canyon  Corporation,  a
Wyoming  corporation,  hereinafter called the Wyoming Company, and a majority of
the directors thereof.

         Whereas the Florida Company has an authorized  capital stock consisting
of 100,000,000  shares of Common Stock,  par value $0.0001 per share and 100,000
shares of Preferred  Stock having a par value of $0.0001 per share,  of which no
shares of Common  Stock or  Preferred  Stock  have been duly  issued and are now
outstanding, and
         Whereas the  principal  office of the  Florida  Company in the State of
Florida is located at 1966 N. John Young Parkway, Kissimmee,  Florida 34'741 and
Charles  C. Frey is the  resident  agent in  charge  thereof  upon whom  process
against the Florida Company may be served within the State of Florida, and

         Whereas the Wyoming Company has an authorized  capital stock consisting
of 100,000,000  shares of Common Stock, par value $0.001 per share and no shares
of preferred stock, of which, as of January 21, 2003, 1,000,000 shares of Common
Stock were duly issued and are now outstanding, and

         Whereas  the Boards of  Directors  of the  Florida  Company  and of the
Wyoming Company, respectively,  deem it advisable and generally to the advantage
and welfare of the two corporate parties and their respective  shareholders that
the Wyoming  Company  merge with the Florida  Company  under and pursuant to the
provisions of the Florida Statutes and pursuant to the provisions of the Laws of
the State of Wyoming.

         Now,  therefore,  in  consideration  of the  premises and of the mutual
agreements  herein contained and of the mutual benefits hereby  provided,  it is
agreed by and between the parties hereto as follows:

                                                                               w

         1. Merger.  The Wyoming  Company  shall be and it hereby is merged into
fCa Florida Company.

         2.  Effective  date.  This  Agreement of Merger shall become  effective
immediaEW  upon  compliance  with the laws of the States of Florida and Wyoming,
the time of such effectiveness being hereinafter called the Effective Date.

                                                                            r--s

         3. Surviving corporation.  The public Wyoming Company shall survive the
Merger herein  contemplated,  shall  proceed under the name Sun Asset  Holdings,
Inc., and


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(a)   The assets and liabilities of the Wyoming Company shall be recorded at the
      amounts at which  they are  carried  on the books of the  Wyoming  Company
      immediately prior to the Effective Date.
(b)   There shall be credited to the Capital Account the aggregate amount of the
      par value  per share of all of the  Common  Stock of the  Florida  Company
      resulting  from the  conversion  of the  outstanding  Common Shares of the
      Wyoming Company.
(c)   There shall be credited to the Capital  Surplus Account an amount equal to
      that carried on the Capital  Surplus  Account of the Wyoming  Company,  if
      any, immediately prior to the Effective Date.
(d)   There shall be credited to the Earned  Surplus  Account an amount equal to
      that carried on the Earned Surplus Account of the Wyoming Company, if any,
      immediately prior to the Effective Date.

         9.  Directors.  The  names  and  post  office  addresses  of the  first
directors of the Florida Company  following the Effective Date, who shall be two
in number and who shall hold  office  from the  Effective  Date until the annual
meeting of  shareholders  of the  Florida  Company  held in 2004 and until their
successors shall be elected and shall qualify, are as follows:

      Name                                 Post Office Address William E.K.
      Hathaway, II                         1966 N. John Young Parkway Kissimmee,
      Florida 34741

Charles C. Frey                   1966 N. John Young Parkway Kissimmee, Florida
                                  34741

         10. Officers. The names and post office addresses of the first officers
of the Florida Company  following the Effective Date, who shall be two in number
and who shall hold office from the Effective Date until their  successors  shall
be  appointed  and shall  qualify or until they shall  resign or be removed from
office, are as follows:

      Name Office                                    Post Office Address
  William E.K. Hathaway, II President                1966 N. John Young Parkway
                                                     Kissimmee, Florida 34741
  Charles C. Frey Secretary &                        1966 N. John Young Parkway
                                     Treasurer       Kissimmee, Florida 34741


         11.  Vacancies.  If, upon the Effective  Date, a vacancy shall exist in
the Board of  Directors  or in any of the offices of the Florida  Company as the
same are specified above,  such vacancy shall thereafter be filled in the manner
provided by law and the Bylaws of the Florida Company.


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shall  be  governed  by the  laws of the  State  of  Florida,  but the  separate
corporate  existence  of the  Wyoming  Company  shall cease  forthwith  upon the
Effective Date.

         4.  Authorized  capital.  The  authorized  capital stock of the Florida
Company  following  the  Effective  Date shall be  100,000,000  shares of Common
Stock,  par value $0.0001 per share and 100,000 shares of preferred stock having
a par value of $0.0001 per share,  unless and until the same shall be changed in
accordance with the laws of the State of Florida.

         5.  Bylaws.  The  Bylaws set forth as  Appendix  A hereto  shall be the
Bylaws of the Florida Company  following the Effective Date unless and until the
same shall be amended or repealed in accordance with the provisions thereof.

         6. Further assurance of title. If at any time the Florida Company shall
consider or be advised that any  acknowledgments  or  assurances in law or other
similar actions are necessary or desirable in order to acknowledge or confirm in
and to the Florida Company any right,  title, or interest of the Wyoming Company
held immediately prior to the Effective Date, the Wyoming Company and its proper
officers   and   directors   shall  and  will   execute  and  deliver  all  such
acknowledgments  or assurances  in law and do all things  necessary or proper to
acknowledge or confirm such right,  title, or interest in the Florida Company as
shall be necessary to carry out the  purposes of this  Agreement of Merger,  and
the Florida  Company and the proper  officers  and  directors  thereof are fully
authorized to take any and all such action in the name of the Wyoming Company or
otherwise.

           7.  Conversion of  outstanding  stock,  Forthwith  upon the Effective
Date, each of the issued and  outstanding  shares of Common Stock of the Wyoming
Company and all rights in respect thereof shall be converted into one fully paid
and  nonassessable  share of  Common  Stock  of the  Florida  Company,  and each
certificate nominally representing shares of Common Stock of the Wyoming Company
shall for all purposes be deemed to evidence  the  ownership of a like number of
shares of Common Stock of the Florida Company.  The holders of such certificates
shall  not be  required  immediately  to  surrender  the  same in  exchange  for
certificates  of  Common  Stock of the  Florida  Company  but,  as  certificates
nominally  representing  shares  of  Common  Stock of the  Wyoming  Company  are
surrendered  for  transfer,   the  Florida  Company  will  cause  to  be  issued
certificates  representing shares of Common Stock of the Florida Company and, at
any time upon  surrender by any holder of  certificates  nominally  representing
shares of Common Stock of the Wyoming Company, the Florida Company will cause to
be issued therefore  certificates for a like number of shares of Common Stock of
the Florida Company.

         8. Book entries.  The merger  contemplated hereby shall be treated as a
pooling of interests and as of the Effective Date entries shall be made upon the
books of the Florida Company in accordance with the following:


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         12.  Termination.  This  Agreement  of  Merger  may be  terminated  and
abandoned by action of the Board of Directors of the Wyoming Company at any time
prior  to  the  Effective  Date,   whether  before  or  after  approval  by  the
shareholders of the two corporate parties hereto.

         In witness whereof each of the corporate  parties  hereto,  pursuant to
authority  duly granted by the Board of Directors,  has caused this Agreement of
Merger to be  executed  by all of its  directors  and its  corporate  seal to be
hereunto affixed.

                            Sun Asset Holdings, Inc.
                                   (Florida)
Corporate Seal              by: /s/ William E.K. Hathaway, II,
                            -----------------------------------

                                /s/ Charles C. Frey
                            -----------------------------------


                        (All of Its Board of Directors)


                           Coyote Canyon Corporation
                                   (Wyoming)
Corporate Seal              by: /s/ William E.K. Hathaway, II,
                            -----------------------------------

                         (All of Its Board of Directors)