Exhibit 10.2


     

    Exhibit
      10.2


     

    PLAN
      OF EXCHANGE

    BY
      WHICH

    Biometrix
      International, Inc.

    (a
      Florida corporation)

    SHALL
      ACQUIRE

    Johnson
      High Performance, Inc. 

    (a
      corporation organized under the laws of the STATE OF NORTH
      CAROLINA)

    
 

    

      
        	
                I.
                  RECITALS

              	 
	 	 
	
                1.
                  The Parties to this Plan of Exchange:

              	
                 2

              
	
                (1.1)
                  Biometrix International, Inc.

              	
                 2

              
	
                (1.2)
                  Johnson High Perofrmance, Inc. 

              	
                 2

              
	 	
                 

              
	
                2.
                  The Capital of the Parties:

              	
                 2

              
	
                (2.1)
                  The Capital of BII

              	
                 2

              
	
                (2.2)
                  The Capital of JHP

              	
                 2

              
	 	
                 

              
	
                3.
                  Transaction Descriptive Summary:

              	
                 2

              
	 	
                 

              
	
                4.
                  SEC compliance.

              	
                 2

              
	 	
                 

              
	
                5.
                  Florida compliance.

              	
                 2

              
	 	
                 

              
	
                6.
                  Audited Financial Statements.

              	
                 2

              
	 	 
	
                II.
                  PLAN OF REOGANIZATION

              	 
	 	 
	
                1.
                  Conditions Precedent to Closing.

              	
                 3

              
	
                (1.1)
                  Shareholder Approval.

              	
                 3

              
	
                (1.2)
                  Board of Directors.

              	
                 3

              
	
                (1.3)
                  Due Diligence Investigation.

              	
                 3

              
	
                (1.4)
                  The rights of dissenting shareholders,

              	
                 3

              
	
                (1.5)
                  All of the terms, covenants and conditions

              	
                 3

              
	
                (1.6)
                  Delivery of Audited Financial Statements

              	
                 3

              
	 	
                 

              
	
                2.
                  Conditions Concurrent and Subsequent to Closing.

              	
                 3

              
	
                (2.1)
                  Delivery of Registered Capital of Johnson High Performance,
                  Inc..

              	
                 3

              
	
                (2.2)
                  Acquisition Share Issuance and Purchase of Common Stock

              	
                 3

              
	 	
                 

              
	
                3.
                  Plan of Acquisition

              	
                 4

              
	
                (3.1)
                  Exchange and Reorganization:

              	
                 4

              
	
                (3.2)
                  Issuance of Common Stock:

              	
                 4

              
	
                (3.3)
                  Closing/Effective Date:

              	
                 4

              
	
                (3.4)
                  Surviving Corporations

              	
                 4

              
	
                (3.5)
                  Rights of Dissenting Shareholders:

              	
                 4

              
	
                (3.6)
                  Service of Process and Address:

              	
                 4

              
	
                (3.7)
                  Surviving Articles of Incorporation:

              	
                 4

              
	
                (3.8)
                  Surviving By-Laws:

              	
                 4

              
	
                (3.9)
                  Further Assurance, Good Faith and Fair Dealing:

              	
                 4

              
	
                (3.10)
                  General Mutual Representations and Warranties.

              	
                 5

              
	
                (3.10.1)
                  Organization and Qualification.

              	
                 5

              
	
                (3.10.2)
                  Corporate Authority.

              	
                 5

              
	
                (3.10.3)
                  Ownership of Assets and Property.

              	
                 5

              
	
                (3.10.4)
                  Absence of Certain Changes or Events.

              	
                 5

              
	
                (3.10.5)
                  Absence of Undisclosed Liabilities.

              	
                 6

              
	
                (3.10.6)
                  Legal Compliance.

              	
                 6

              
	
                (3.10.7)
                  Legal Proceedings.

              	
                 6

              
	
                (3.10.8)
                  No Breach of Other Agreements.

              	
                 6

              
	
                (3.10.9)
                  Capital Stock.

              	
                 6

              
	
                (3.10.10)
                  SEC Reports.

              	
                 6

              
	
                (3.10.11)
                  Brokers' or Finder's Fees.

              	
                 6

              
	
                (3.11)
                  Miscellaneous Provisions

              	
                 6

              
	
                (3.11.1)

              	
                 6

              
	
                (3.11.2)

              	
                 6

              
	
                (3.11.3)

              	
                 7

              
	
                (3.11.4)

              	
                 7

              
	
                (3.11.5)

              	
                 7

              
	
                (3.11.6)

              	
                 7

              
	 	
                 

              
	
                4.
                  Termination

              	
                 7

              
	 	
                 

              
	
                5.
                  Closing

              	
                 7

              
	 	
                 

              
	
                6.
                  Merger Clause

              	
                 7

              


      

    

     

    The
      Remainder of this Page is Intentionally left Blank 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    PLAN
      OF EXCHANGE

    BY
      WHICH

    Biometrix
      International, Inc.

    (a
      Florida corporation)

    SHALL
      ACQUIRE

    Johnson
      High Performance, Inc. 

    (a
      corporation organized under the laws of the STATE OF NORTH
      CAROLINA)

    


    ADJUSTMENTS:
      lead This
      Plan of Exchange (the
      “Agreement” or “Plan of Exchange”) is
      made
      and dated as of this 27th day of April, 2007, and is intended to supersede
      all
      previous oral or written agreements, if any, between the parties, with respect
      to its subject matter. This Agreement anticipates that extensive due diligence
      shall have been performed by both parties. All due diligence shall have been
      completed by the Parties no later than May 15, 2007.

     

    I.
      RECITALS

     

    1.
      The Parties to this Agreement:

    The
      Parties to this Letter of Intent:

    (1.1)
      Biometrix International, Inc. ("BII"),
      a
      Florida corporation.

    


    (1.2)
      Johnson
      High Performance, Inc.,
      a
      corporation organized under the laws of the State of North Carolina
      (“JHP”).

    


    2.
      The Capital of the Parties: 

    (2.1)The
      Capital of BII
      consists
      of 100,000 authorized shares of Common Stock, no par value, of which 100,000
      shares are issued and outstanding.

    (2.2)
      The Capital of JHP
      consists
      of $100, which for the purposes of this Agreement, is referred to as “common
      stock” or “capital stock”.

    


    3.
      Transaction Descriptive Summary: BII
      desires to acquire JHP and the sole shareholder of JHP (the “JHP Shareholder”)
      desires that JHP be acquired by BII. BII would acquire 100% of the capital
      stock
      of JHP in exchange for the issuance by BII of 200,000 new shares of Common
      Stock
      to JHP, which
      will
      give JHP
      a
      'non-controlling interest' in BII
      representing approximately 27.8% of
      the
      issued and outstanding shares.
      JHP
      will not
      convert these shares for one year but shall be allowed to use them towards
      a
      shareholder vote.
      The
      transaction will immediately close upon the approval of Board of Directors
      of
      BII and JHP, respectively. The parties intend that the transactions qualify
      and
      meet the Internal Revenue Code requirements for a tax free reorganization,
      in
      which there is no corporate gain or loss recognized by the parties, with
      reference to Internal Revenue Code (IRC) sections 354 and 368.

    


    4.
      SEC compliance.
      BII
      shall cause the filing with the Commission of a Current Report on Form 8-K,
      within four business days of the date hereof, reporting the execution of this
      Agreement, or upon effectiveness from the SEC of Form 10-SB, whichever occurs
      earlier.

    


    5.
      Florida compliance.
      Articles
      of Exchange are required to be filed by Florida law as the last act to make
      the
      plan of exchange final and effective under Florida law.

    


    6.
      Audited Financial Statements.
      Certain
      filings under the Securities Exchange Act of 1934, such as a Current Report
      on
      Form 8-K, require audited financial statements of JHP to be filed with the
      SEC
      within 71 days of the initial Form 8-K filing with respect to this transaction.
      In connection with BII’s filing of a Current Report on Form 8-K/A within 71 days
      after the closing, as it relates to this transaction, audited financial
      statements of JHP will be filed with the SEC in accordance with Form 8-K. JHP
      has agreed to provide audited financial statements prepared in conformity with
      U.S. GAAP to BII at or prior to closing.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    II.
      PLAN OF EXCHANGE

    


    1.
      Conditions Precedent to Closing.

    


    The
      obligation of the parties to consummate the transactions contemplated herein
      are
      subject to the fulfillment or waiver prior to the closing of the following
      conditions precedent: 


    


        (1.1)
      Shareholder Approval.
      JHP and
      BII shall have secured their shareholder approvals for this transaction, if
      required, in accordance with the laws of its place of incorporation and its
      constituent documents.

    


        (1.2)
      Board of Directors.Error!
      Bookmark not defined.
      The
      Boards of Directors of each of JHP and BII shall have approved the transaction
      and this agreement, in accordance with the laws of its place of incorporation
      and its constituent documents.

     

    (1.3)
      Due Diligence Investigation.
      Each
      party shall have furnished to the other party all corporate and financial
      information which is customary and reasonable, to conduct its respective due
      diligence, normal for this kind of transaction. If either party determines
      that
      there is a reason not to complete the Plan of Exchange as a result of their
      due
      diligence examination, then they must give written notice to the other party
      prior to the expiration of the due diligence examination period. The due
      diligence period, for purposes of this paragraph, shall have expired on October
      31, 2006. The Closing Date shall be three days after the satisfaction or waiver
      of all of the conditions precedent to closing set forth in this Plan of
      Exchange, unless extended to a later date by mutual agreement of the parties.
      

     

    (1.4)
      The rights of dissenting shareholders,
      If any,
      of each party shall have been satisfied and the Board of Directors of each
      party
      shall have determined to proceed with the Plan
      of
      exchange.

     

    (1.5)
      All of the terms, covenants and conditions
      of the
Plan
      of
      exchange
      to be
      complied with or performed by each party before Closing shall have been complied
      with, performed or waived in writing; 

    


    (1.6)
      Delivery of Audited Financial Statements.
      JHP
      shall have delivered to BII audited financial statements and an audit report
      thereon for the year ended December 31, 2006 and unaudited financial statements
      for the quarter ended March 31, 2007, any required audits shall be prepared
      by a
      PCAOB member audit firm in accordance with U.S. GAAP at JHP’s
      expense.

    


    2.
      Conditions Concurrent and Subsequent to Closing.

    


    (2.1)
      Delivery of Registered Capital of JHP.
      Immediately upon or within 30 days from the date of this agreement, BII shall
      have 100% of the beneficial interest of Johnson
      High Performance, Inc.

    


    (2.2)
      Acquisition Share Issuance and Purchase of Common Stock. Immediately
      upon the Closing, BII shall issue to the JHP Shareholders 12,000,000 new
      investment shares of Common Stock of BII to the JHP Shareholders in exchange
      for
      100% of the capital stock of JHP, which
      will
      give JHP
      a
      'controlling interest' in BII
      representing approximately 89.4% of
      the
      issued and outstanding shares.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    3.
      Plan of Exchange

    


    (3.1)
      Exchange and Reorganization: BII and
      JHP
      shall be hereby reorganized, such that BII shall acquire 100% the capital stock
      of JHP, and JHP shall become a wholly-owned subsidiary of BII.

    


    (3.2)
      Issuance of Common Stock:
      Within
      60 days upon the effective date of the Plan, BII shall issue 200,000 new
      investment shares of Common Stock of BII to or for the JHP
      Shareholders.

    


    (3.3)
      Closing/Effective Date:
      The
Plan
      of
      exchange shall
      become effective immediately upon approval and adoption by the parties hereto,
      in the manner provided by the law of the places of incorporation and constituent
      corporate documents, and upon compliance with governmental filing requirements,
      such as, without limitation, filings under the Securities Exchange Act of 1934,
      and the filing of Articles of Exchange, if applicable under State Law. Closing
      shall occur upon the approval by the Board of Directors of the parties
      hereto
      or are
      waived by the parties.

    


    (3.4)
      Surviving Corporations
      Both
      corporations shall survive the exchange and reorganization herein contemplated
      and shall continue to be governed by the laws of its respective jurisdiction
      of
      incorporation. 

    


    (3.5)
      Rights of Dissenting Shareholders: Each
      Party is the entity responsible for the rights of its own dissenting
      shareholders, if any.

    


    (3.6)
      Service of Process and Address:
      Each
      corporation shall continue to be amenable to service of process in its own
      jurisdiction, exactly as before this acquisition. The address of BII is
17111
      Kenton Drive, Suite 100-B, Cornelius, North Carolina 28031.
      The
      address of JHP is 13512
      Glenwyck Lane, Huntersville, North Carolina 28078.
      The
      address of BII will be changed, according to the instruction of JHP, before
      filing of the Form 8-K.

    


    (3.7)
      Surviving Articles of Incorporation:
      The
      Articles of Incorporation of each Corporation shall remain in full force and
      effect, unchanged.

    


    (3.8)
      Surviving By-Laws:
      The
      By-Laws of each Corporation shall remain in full force and effect,
      unchanged.

    


    (3.9)
      Further Assurance, Good Faith and Fair Dealing:
      The
      Directors of each Company shall and will execute and deliver any and all
      necessary documents, acknowledgments and assurances and do all things proper
      to
      confirm or acknowledge any and all rights, titles and interests created or
      confirmed herein; and both companies covenant expressly hereby to deal fairly
      and in good faith with each other and each others shareholders. In furtherance
      of the parties desire, as so expressed, and to encourage timely, effective
      and
      businesslike resolution the parties agree that any dispute arising between
      them,
      capable of resolution by arbitration, shall be submitted to binding arbitration.
      As a further incentive to private resolution of any dispute, the parties agree
      that each party shall bear its own costs of dispute resolution and shall not
      recover such costs from any other party.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    (3.10)
      General Mutual Representations and Warranties.
      The
      purpose and general import of the Mutual Representations and Warranties, are
      that each party has made appropriate full disclosure to the others, that no
      material information has been withheld, and that the information exchanged
      is
      accurate, true and correct. These warranties and representations are made by
      each party to the other, unless otherwise provided in this agreement, and they
      speak and shall be true immediately before Closing.

     

    (3.10.1)
      Organization and Qualification. Each
      corporation is duly organized and in good standing, and is duly qualified to
      conduct any business it may be conducting, as required by law or local
      ordinance.

    (3.10.2)
      Corporate Authority.
      Each
      corporation has corporate authority, under the laws of its jurisdiction and
      its
      constituent documents, to do each and every element of performance to which
      it
      has agreed, and which is reasonably necessary, appropriate and lawful, to carry
      out this Agreement in good faith. 


    (3.10.3)
      Ownership of Assets and Property.
      Each
      corporation has lawful title and ownership of it property as reported to the
      other, and as disclosed in its financial statements.

    (3.10.4)
      Absence of Certain Changes or Events. Each
      corporation has not had any material changes of circumstances or events which
      have not been fully disclosed to the other party, and which, if different than
      previously disclosed in writing, have been disclosed in writing as currently
      as
      is reasonably practicable. Specifically, and without limitation:

    


    
      	 	 	
               (3.10.4-a)
                the
                business of each corporation shall be conducted only in the ordinary
                and
                usual course and consistent with its past practice, and neither party
                shall purchase or sell (or enter into any agreement to so purchase
                or
                sell) any properties or assets or make any other changes in its
                operations, respectively, taken as a whole, or provide for the issuance
                of, agreement to issue or grant of options to acquire any shares,
                whether
                common, redeemable common or convertible preferred, in connection
                therewith;

            


    

    


    
      	 	 	
               (3.10.4-b)
                Except
                as set forth in this Plan of Exchange, neither corporation shall
                (i) amend
                its Articles of Incorporation or By-Laws, (ii) change the number
                of
                authorized or outstanding shares of its capital stock, or (iii) declare,
                set aside or pay any dividend or other distribution or payment in
                cash,
                stock or property to the extent that which might contradict or not
                comply
                with any clause or condition set forth in this Plan of Exchange,
                LOI or
                Escrow Agreement;

            


    

    


    
      	 	 	
               (3.10.4-c)
                Neither
                corporation shall (i) issue, grant or pledge or agree or propose
                to issue,
                grant, sell or pledge any shares of, or rights of any kind to acquire
                any
                shares of, its capital stock, (ii) incur any indebtedness other than
                in
                the ordinary course of business, (iii) acquire directly or indirectly
                by
                redemption or otherwise any shares of its capital stock of any class
                or
                (iv) enter into or modify any contact, agreement, commitment or
                arrangement with respect to any of the
                foregoing;

            


    

    


    
      	 	 	
               (3.10.4-d)
                Except
                in the ordinary course of business, neither party shall (i) increase
                the
                compensation payable or to become payable by it to any of its officers
                or
                directors; (ii) make any payment or provision with respect to any
                bonus,
                profit sharing, stock option, stock purchase, employee stock ownership,
                pension, retirement, deferred compensation, employment or other payment
                plan, agreement or arrangement for the benefit of its employees (iii)
                grant any stock options or stock appreciation rights or permit the
                exercise of any stock appreciation right where the exercise of such
                right
                is subject to its discretion (iv) make any change in the compensation
                to
                be received by any of its officers; or adopt, or amend to increase
                compensation or benefits payable under, any collective bargaining,
                bonus,
                profit sharing, compensation, stock option, pension, retirement,
                deferred
                compensation, employment, termination or severance or other plan,
                agreement, trust, fund or arrangement for the benefit of employees,
                (v)
                enter into any agreement with respect to termination or severance
                pay, or
                any employment agreement or other contract or arrangement with any
                officer
                or director or employee, respectively, with respect to the performance
                or
                personal services that is not terminable without liability by it
                on thirty
                days notice or less, (vi) increase benefits payable under its current
                severance or termination, pay agreements or policies or (vii) make
                any
                loan or advance to, or enter into any written contract, lease or
                commitment with, any of its officers or
                directors;

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
               (3.10.4-e)
                Neither
                party shall assume, guarantee, endorse or otherwise become responsible
                for
                the obligations of any other individual, firm or corporation or make
                any
                loans or advances to any individual, firm or corporation, other than
                obligations and liabilities expressly assumed by the other that
                party;

            


    

    


    
      	 	 	
               (3.10.4-f)
                Neither
                party shall make any investment of a capital nature either by purchase
                of
                stock or securities, contributions to capital, property transfers
                or
                otherwise, or by the purchase of any property or assets of any other
                individual, firm or corporation.

            


    

     

    (3.10.5)
      Absence of Undisclosed Liabilities.
      Each
      corporation has, and has no reason to anticipate having, any material
      liabilities which have not been disclosed to the other, in the financial
      statements or otherwise in writing.

    (3.10.6)
      Legal Compliance. Each
      corporation shall comply in all material respects with all Federal, state,
      local
      and other governmental (domestic or foreign) laws, statutes, ordinances, rules,
      regulations (including all applicable securities laws), orders, writs,
      injunctions, decrees, awards or other requirements of any court or other
      governmental or other authority applicable to each of them or their respective
      assets or to the conduct of their respective businesses, and use their best
      efforts to perform all obligations under all contracts, agreements, licenses,
      permits and undertaking without default.

    (3.10.7)
      Legal Proceedings. Each
      corporation has no legal proceedings, administrative or regulatory proceeding,
      pending or suspected, which have not been fully disclosed in writing to the
      other.

    (3.10.8)
      No Breach of Other Agreements.
      This
      Agreement, and the faithful performance of this agreement, will not cause any
      breach of any other existing agreement, or any covenant, consent decree, or
      undertaking by either, not disclosed to the other.

    (3.10.9)
      Capital Stock.
      The
      issued and outstanding shares and all shares of capital stock of each
      corporation is as detailed herein, that all such shares are in fact issued
      and
      outstanding, duly and validly issued, were issued as and are fully paid and
      non-assessable shares, and that, other than as represented in writing, there
      are
      no other securities, options, warrants or rights outstanding, to acquire further
      shares of such corporation.

                   
      (3.10.10) SEC
      Reports. BII
      has
      filed all required registration statements, prospectuses, reports, schedules,
      forms, statements and other documents required to be filed by it with the SEC
      since the date of its registration under the Securities Act of 1933, as amended
      (collectively, including all exhibits thereto, the "BII
      SEC
      Reports"). None of the BII
      SEC
      Reports, as of their respective dates, contained any untrue statements of
      material fact or failed to contain any statements which were necessary to make
      the statements made therein, in light of the circumstances, not misleading.
      All
      of the BII
      SEC
      Reports, as of their respective dates (and as of the date of any amendment
      to
      the respective BII
      SEC
      Reports), complied as to form in all material respects with the applicable
      requirements of the Securities Act and the Exchange Act and the rules and
      regulations promulgated thereunder.

    (3.10.11)
      Brokers' or Finder's Fees.
      Each
      corporation is not aware of any claims for brokers' fees, or finders' fees,
      or
      other commissions or fees, by any person not disclosed to the other, which
      would
      become, if valid, an obligation of either company.

    


    (3.11)
      Miscellaneous Provisions

    
      	
               

            	 


    

    (3.1.1)
      Except
      as
      required by law, no party shall provide any information concerning any aspect
      of
      the transactions contemplated by this Agreement to anyone other than their
      respective officers, employees and representatives without the prior written
      consent of the other parties hereto. The aforesaid obligations shall terminate
      on the earlier to occur of (a) the Closing, or (b) the date by which any party
      is required under its articles or bylaws or as required by law, to provide
      specific disclosure of such transactions to its shareholders, governmental
      agencies or other third parties. In the event that the transaction does not
      close, each party will return all confidential information furnished in
      confidence to the other. In addition, all parties shall consult with each other
      concerning the timing and content of any press release or news release to be
      issued by any of them.

    (3.11.2)
      This
      Agreement may be executed simultaneously in two or more counterpart originals.
      The parties can and may rely upon facsimile signatures as binding under this
      Agreement, however, the parties agree to forward original signatures to the
      other parties as soon as practicable after the facsimile signatures have been
      delivered.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    (3.11.3)
      The
      Parties to this agreement have no wish to engage in costly or lengthy litigation
      with each other. Accordingly, any and all disputes which the parties cannot
      resolve by agreement or mediation, shall be submitted to binding arbitration
      under the rules and auspices of the American Arbitration Association. As a
      further incentive to avoid disputes, each party shall bear its own costs, with
      respect thereto, and with respect to any proceedings in any court brought to
      enforce or overturn any arbitration award. This provision is expressly intended
      to discourage litigation and to encourage orderly, timely and economical
      resolution of any disputes which may occur.

                     
      (3.11.4)
      If
      any
      provision of this Agreement or the application thereof to any person or
      situation shall be held invalid or unenforceable, the remainder of the Agreement
      and the application of such provision to other persons or situations shall
      not
      be effected thereby but shall continue valid and enforceable to the fullest
      extent permitted by law.

                 
          (3.11.5)
      No
      waiver
      by any party of any occurrence or provision hereof shall be deemed a waiver
      of
      any other occurrence or provision.

                     
      (3.11.6)
      The
      parties acknowledge that both they and their counsel have been provided ample
      opportunity to review and revise this agreement and that the normal rule of
      construction shall not be applied to cause the resolution of any ambiguities
      against any party presumptively. The Agreement shall be governed by and
      construed in accordance with the laws of the State of Florida.

    


    4.
      Termination.
      The
Plan
      of
      exchange
      may be
      terminated by written notice, at any time prior to closing, (i) by mutual
      consent, (ii) by either party during the due diligence phase, (iii) by either
      party, in the event that the transaction represented by the anticipated
Plan
      of
      exchange
      has not
      been implemented and approved by the proper governmental authorities 60 days
      from the date of this Agreement, or (v) by either party in the event that a
      condition of closing is not met by October 31, 2006. In the event that
      termination of the Plan
      of
      exchange
      by
      either or both, as provided above, the Plan
      of
      exchange
      shall
      forthwith become void and there shall be no liability on the part of either
      party or their respective officers and directors.

    


    5.
       Closing.
      The
      parties hereto contemplate that the closing of this Plan of Exchange shall
      occur
      no more than three days after all of the conditions precedent have been met
      or
      waived. The closing deliveries will be made pursuant to this Agreement. In
      addition, within 60 days of signing the Plan of Exchange, BII
      shall
      issue 200,000
      new investment shares of Common Stock of BII
      pursuant
      to Regulation D under the Securities Act of 1933, as amended, to the
JHP
      shareholders and BII
      shall
acquire
      100% of the capital stock of JHP.

    


    6.
      Merger Clause. This
      Plan
      of Exchange constitute the entire agreement of the parties hereto with respect
      to the subject matter hereof, and such document supersedes all prior
      understandings or agreements between the parties hereto, whether oral or
      written, with respect to the subject matter hereof, all of which are hereby
      superceded, merged and rendered null and void.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, The
      parties hereto, intending to be bound, hereby sign this Plan of Exchange below
      as of the date first written above. 

    


    


    


    BIOMETRIX
      INTERNATIONAL, INC.

    


    


    


    By:
      ____________________________ 

    Michael
      J. Bongiovanni, President  

    


    


    


    JOHNSON
      HIGH PERFORMANCE, INC.

    


    


    


    By:
      ____________________________ 

    Dean
      A.
      Stewart, President  

    


    


    


    
      
        
        

      

      
        8