Unassociated Document


    Exhibit
      10.1

     

    
      AGREEMENT
        AND PLAN OF MERGER

       

       

      This
        Agreement and Plan of Merger (this “Agreement”) is entered into as of November
        27, 2007, by and among NANOSENSORS,
        INC.,
        a
        Nevada corporation (“Buyer”),
        CUCHULAINN
        ACQUISITION INC.,
        a
        Panamanian corporation and a wholly-owned subsidiary of Buyer (“Merger
        Sub”),
        and
CUCHULAINN
        HOLDINGS INC.,
        a
        Panamanian corporation (“Seller”).
        Buyer, Merger Sub and Seller are sometimes referred to individually as a
        “Party”
and
        collectively herein as the “Parties.”

       

      RECITALS:

       

      
        	 	
                A.

              	
                The
                  Board of Directors of Seller, Buyer and Merger Sub believe it is
                  in the
                  best interests of their respective companies and the stockholders
                  of their
                  respective companies that Seller and Merger Sub combine into a
                  single
                  corporation through the statutory merger of Seller with and into
                  Merger
                  Sub (“Merger”)
                  and, in furtherance thereof, have approved the Merger in accordance
                  with
                  the laws of their respective jurisdictions and upon the terms and
                  subject
                  to the conditions set forth in this
                  Agreement).

              


      

       

      
        	 	
                B.

              	
                Pursuant
                  to the Merger, among other things, the issued and outstanding shares
                  of
                  Seller common stock, $0.0005 par value per share (“Seller
                  Common Stock”),
                  shall be converted into the right to receive the Merger Consideration
                  (as
                  defined in §2(g)(i))
                  consisting of shares of Series A preferred stock, par value $0.001
                  per
                  share, of Buyer (“Buyer
                  Preferred Stock”).

              


      

       

      
        	 	
                C.

              	
                Seller,
                  Buyer and Merger Sub desire to make certain representations and
                  warranties
                  and other covenants and agreements in connection with the
                  Merger.

              


      

       

      NOW,
        THEREFORE, in consideration of the premises and the mutual promises herein
        made,
        and in consideration of the representations, warranties, and covenants herein
        contained, the Parties agree as follows.

       

      
        
          	§1.	
                  Definitions.   

                


        

      

       

      “Accredited
        Investor”
has
        the
        meaning set forth in Regulation D promulgated under the Securities
        Act.

       

      “Affiliate”
has
        the
        meaning set forth in Rule 12b-2 of the regulations promulgated under the
        Securities Exchange Act.

       

      “Agreement
        of Merger”
has
        the
        meaning set forth in §2(b).

       

      “Buyer”
has
        the
        meaning set forth in the preface above.

       

      “Buyer
        Common Stock” has
        the
        meaning set forth in the preface above.

       

      “Buyer
        Preferred Stock”
has
        the
        meaning set forth in the preface above.

       

      “Buyer
        Confidential Information”
        has the
        meaning set forth in §5(d).

       

      “Buyer
        Directors”
        has the
        meaning set forth in §6(b).

       

      “Buyer
        Warrants”
        has the
        meaning set forth in §2(g)(i)(B.

       

      “Cash”
means
        cash and cash equivalents (including marketable securities and short-term
        investments) calculated in accordance with GAAP applied on a basis consistent
        with the preparation of the Financial Statements.

       

       “Certificates”
has
        the
        meaning set forth in §2(h)(iii).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Closing”
has
        the
        meaning set forth in §2(b).

       

      “Closing
        Date”
has
        the
        meaning set forth in §2(b).

       

      “Code”
means
        the Internal Revenue Code of 1986, as amended.

       

      “Effective
        Time”
has
        the
        meaning set forth in §2(c).

       

      “Exchange
        Act” means
        the
        Securities Exchange Act of 1934, as amended. 

       

      “Exchange
        Agent”
has
        the
        meaning set forth in §2(h)(i).

       

      “Exchange
        Fund”
has
        the
        meaning set forth in §2(h)(ii).

       

      “Financial
        Statements”
has
        the
        meaning set forth in §3(g).

       

      “GAAP”
means
        United States generally accepted accounting principles as in effect from
        time to
        time, consistently applied.

       

      “Intellectual
        Property”
means
        all of the following in any jurisdiction throughout the world: (a) all
        inventions (whether patentable or unpatentable and whether or not reduced
        to
        practice), all improvements thereto, and all patents, patent applications,
        and
        patent disclosures, together with all reissuances, continuations,
        continuations-in-part, revisions, extensions, and reexaminations thereof,
        (b)
        all trademarks, service marks, trade dress, logos, slogans, trade names,
        corporate names, Internet domain names and rights in telephone numbers, together
        with all translations, adaptations, derivations, and combinations thereof
        and
        including all goodwill associated therewith, and all applications,
        registrations, and renewals in connection therewith, (c) all copyrightable
        works, all copyrights, and all applications, registrations, and renewals
        in
        connection therewith, (d) all mask works and all applications, registrations,
        and renewals in connection therewith, (e) all trade secrets and confidential
        business information (including ideas, research and development, know-how,
        formulas, compositions, manufacturing and production processes and techniques,
        technical data, designs, drawings, specifications, customer and supplier
        lists,
        pricing and cost information, and business and marketing plans and proposals),
        (f) all computer software (including source code, executable code, data,
        databases, and related documentation), (g) all advertising and promotional
        materials, (h) all other proprietary rights, and (i) all copies and tangible
        embodiments thereof (in whatever form or medium).

       

      “Knowledge
        of Buyer”
or
        “Buyer’s
        Knowledge”
means
        the actual knowledge of the Buyer’s directors, officers, employers,
        representatives, agents, consultants and attorneys.

       

      “Knowledge
        of Seller”
        or
“Seller’s
        Knowledge”
means
        the actual knowledge of the Seller’s, directors, officers, employees,
        representatives, agents, consultants and attorneys.

       

      “Law
        32”
means
        Law 32 of 1927 of the Republic of Panama.

       

      “Liability”
means
        any liability or obligation of whatever kind or nature (whether known or
        unknown, whether asserted or unasserted, whether absolute or contingent,
        whether
        accrued or unaccrued, whether liquidated or unliquidated, and whether due
        or to
        become due), including any liability for Taxes.

       

      “Lien”
means
        any mortgage, pledge, lien, encumbrance, charge, or other security interest.
        

       

      “Material
        Adverse Effect”
or
        “Material
        Adverse Change”
means
        any effect or change that would be (or could reasonably be expected to be)
        materially adverse to the business, assets, condition (financial or otherwise),
        operating results, operations, or business prospects of Seller taken as a
        whole
        or to the ability of Seller to consummate timely the transactions contemplated
        hereby (regardless of whether or not such adverse effect or change can be
        or has
        been cured at any time or whether Buyer has knowledge of such effect or change
        on the date hereof); provided
        that
        none of the following shall be deemed to constitute, and none of the following
        shall be taken into account in determining whether there has been a Material
        Adverse Effect or Material Adverse Change: any adverse change, event,
        development, or effect arising from or relating to (1) general business or
        economic conditions, including such conditions related to the business of
        Seller, (2) national or international political or social conditions,
        including the engagement by the United States in hostilities, whether or
        not
        pursuant to the declaration of a national emergency or war, or the occurrence
        of
        any military or terrorist attack upon the United States, or any of its
        territories, possessions, or diplomatic or consular offices or upon any military
        installation, equipment or personnel of the United States, (3) financial,
        banking, or securities markets (including any suspension of trading in, or
        limitation on prices for, securities on the New York Stock Exchange, American
        Stock Exchange, or Nasdaq Stock Market for a period in excess of three hours
        or
        any decline of either the Dow Jones Industrial Average or the Standard &
Poor’s Index of 500 Industrial Companies by an amount in excess of 15% measured
        from the close of business on the date hereof), (4) changes in United States
        generally accepted accounting principles, (5) changes in laws, rules,
        regulations, orders, or other binding directives issued by any governmental
        entity, and (6) the taking of any action contemplated by this Agreement and
        the
        other agreements contemplated hereby.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      “Merger”
has
        the
        meaning set forth in the recitals.

       

      “Merger
        Consideration”
has
        the
        meaning set forth in §2(g)(i).

       

      “Merger
        Sub”
has
        the
        meaning set forth in the preface.

       

      “Ordinary
        Course of Business”
means
        the ordinary course of business consistent with past custom and practice
        (including with respect to quantity and frequency).

       

      “Party”
has
        the
        meaning set forth in the preface above.

       

      “Person”
means
        an individual, a partnership, a corporation, a limited liability company,
        an
        association, a joint stock company, a trust, a joint venture, an unincorporated
        organization, any other business entity, or a governmental entity (or any
        department, agency, or political subdivision thereof).

       

      “Pre-Closing
        Financing”
shall
        mean Seller’s receipt of gross proceeds of $619,800 raised in a private
        placement offering by Seller.

       

      “Reverse
        Stock Split”
        has the
        meaning set forth in §6(d).

       

      “SEC”
means
        the U.S. Securities and Exchange Commission. 

       

      “SEC
        Reports”
        has the
        meaning set forth in §4(f).

       

      “Securities
        Act”
means
        the Securities Act of 1933, as amended.

       

      “Securities
        Exchange Act”
means
        the Securities Exchange Act of 1934, as amended.

       

      “Seller
        Common Stock”
has
        the
        meaning set forth in the recitals.

       

      “Seller
        Confidential Information”
        has the
        meaning set forth in §5(d).

       

      “Seller”
        has the
        meaning set forth in the preface above.

       

      “Seller
        Stockholder”
means
        each person who or that holds any shares of capital stock of Seller set forth
        on
Exhibit
        A
        as of
        the Closing Date.

       

      “Seller
        Warrants”
has
        the
        meaning set forth in §2(g)(i)(B).

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      “Tax”
or
        “Taxes”
means
        any federal, state, local, or foreign income, gross receipts, license, payroll,
        employment, excise, severance, stamp, occupation, premium, windfall profits,
        environmental (including taxes under Code §59A), customs duties, capital stock,
        franchise, profits, withholding, social security (or similar), unemployment,
        disability, real property, personal property, sales, use, transfer,
        registration, value added, alternative or add-on minimum, estimated, or other
        tax of any kind whatsoever, whether computed on a separate or consolidated,
        unitary or combined basis or in any other manner, including any interest,
        penalty, or addition thereto, whether disputed or not and including any
        obligation to indemnify or otherwise assume or succeed to the Tax liability
        of
        any other Person. 

       

      “Subsidiary”
means,
        with respect to any Person, any corporation, limited liability company,
        partnership, association, or other business entity of which (i) if a
        corporation, a majority of the total voting power of shares of stock entitled
        (without regard to the occurrence of any contingency) to vote in the election
        of
        directors, managers, or trustees thereof is at the time owned or controlled,
        directly or indirectly, by that Person or one or more of the other Subsidiaries
        of that Person or a combination thereof or (ii) if a limited liability company,
        partnership, association, or other business entity (other than a corporation),
        a
        majority of the partnership or other similar ownership interests thereof
        is at
        the time owned or controlled, directly or indirectly, by that Person or one
        or
        more Subsidiaries of that Person or a combination thereof and for this purpose,
        a Person or Persons own a majority ownership interest in such a business
        entity
        (other than a corporation) if such Person or Persons shall be allocated a
        majority of such business entity’s gains or losses or shall be or control any
        managing director or general partner of such business entity (other than
        a
        corporation). The term “Subsidiary”
shall
        include all Subsidiaries of such Subsidiary.

       

      “Surviving
        Corporation”
has
        the
        meaning set forth in §2(a).

       

      “Tax
        Return”
means
        any return, declaration, report, claim for refund, or information return
        or
        statement relating to Taxes, including any schedule or attachment thereto,
        and
        including any amendment thereof.

       

      
        	§2.	
                Basic
                  Transaction.  

              


      

       

      (a)
        The
        Merger. 
        Upon the
        terms and subject to the conditions of this Agreement and in accordance with
        Law
        32, Seller will merge with and into Merger Sub at the Effective Time of the
        Merger. Following the Merger, the separate corporate existence of Seller
        shall
        cease, and Merger Sub shall continue as the surviving corporation (the
“Surviving
        Corporation”)
        under
        the name of Betplaywin.com S.A., and as a wholly-owned subsidiary of Buyer.
        

       

      (b)
        Closing. 
        The
        closing of the transactions contemplated by this Agreement (the “Closing”)
        shall
        take place at the offices of Becker & Poliakoff, LLP, 45 Broadway,
        11th
        Floor,
        New York, NY 10006 commencing at 9:00 a.m. local time on the second business
        day
        following the satisfaction or waiver of all conditions to the obligations
        of the
        Parties to consummate the transactions contemplated hereby (other than
        conditions with respect to actions the respective Parties will take at the
        Closing itself) or such other date as the Parties may mutually determine
        (the
“Closing
        Date”);
        provided,
        however,
        that
        the Closing Date shall be no later than December 15, 2007. At the Closing,
        (i)
        Seller will deliver to Buyer the various certificates, instruments and documents
        referred to in §7(a)
        below;
        (ii) Buyer will deliver to Seller the various certificates, instruments and
        documents referred to in §7(b)
        below;
        and (iii) Merger Sub and Seller will cause to be filed with the Public Registry
        of the Republic of Panama an Agreement of Merger in the form attached hereto
        as
Exhibit
        B
        (“Agreement
        of Merger”),
        executed in accordance with Law 32, which, for purposes of such filing, shall
        be
        translated into the Spanish language together with all other filings or
        recordings as may be required. The English text of the Agreement of Merger,
        to
        the extent permitted by Panamanian law, shall also be filed, provided that
        if
        said English text is not permitted to be filed, it shall nevertheless be
        the
        operative and prevailing document with respect to the rights and obligations
        among the parties hereto and not the Spanish language translation
        thereof.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      (c)
        Effective
        Time.
        The
        Merger shall become effective at the time of that the Agreement of Merger
        is
        accepted for filing in said Public Registry (such time as the Merger becomes
        effective being referred to herein as the “Effective
        Time”).

       

      (d)
        Effect
        of the Merger.
        The
        Merger shall have the effect set forth in Law 32 and in the Agreement of
        Merger.
        Without limiting the generality of the foregoing and subject to this Agreement,
        the Agreement of Merger and Law 32, all the property, rights, privileges,
        powers
        and franchises of Seller and Merger Sub shall vest in the Surviving Corporation,
        and all debts, liabilities and duties of Seller and Merger Sub shall become
        the
        debts, liabilities and duties of the Surviving Corporation. 

       

      (e)
        Articles
        of Incorporation of the Surviving Corporation.
        The
        articles of incorporation of Merger Sub as set forth in the Agreement of
        Merger,
        shall become the articles of incorporation of the Surviving Corporation after
        the Effective Time, until thereafter amended as provided by Law 32 and such
        articles of incorporation. 

       

      (f)
        Directors
        and Officers. After
        the
        Effective Time, the directors and officers of Merger Sub shall be as set
        forth
        in the Agreement of Merger. Directors and officers shall serve for the periods
        provided in the articles of incorporation of Merger Sub, as in effect at
        the
        Effective Time. 

       

      (g)
        Effect
        on Seller Common Stock.
        At the
        Effective Time, by virtue of the Merger and without any action on the part
        of
        Merger Sub, Buyer, Seller or the holders of any securities of Merger Sub,
        Buyer
        or Seller:

       

      (i)
        Seller
        Common Stock; Warrants to Purchase Seller Common Stock .
        Subject
        to §2(g)(iv)
        below,
        (A) each share of Seller Common Stock issued and outstanding immediately
        prior
        to the Effective Time shall be converted, without any action on the part
        of the
        holders thereof, into the right to receive .000565
        share of Buyer Preferred Stock which upon the terms and subject to the
        conditions set forth in the Certificate of Designation to be agreed upon
        by the
        parties hereto, shall vote on all matters with shares of Buyer Common Stock
        as a
        single class. Each share of Buyer Preferred Stock for voting purposes shall
        be
        equal to 168,729.068 shares of Buyer Common Stock; and (B) each warrant to
        purchase Seller Common Stock (“Seller Warrants”) issued and outstanding
        immediately prior to the Effective Time shall be exchanged for warrants to
        purchase Buyer Preferred Stock (“Buyer Warrants”) exercisable on the same terms
        and conditions for .000565 share
        of
        Buyer Preferred Stock. 

       

      The
        shares of Buyer Preferred Stock and Buyer Warrants are sometimes referred
        to as
“Merger Consideration”. Notwithstanding the foregoing, no fractional shares
        shall be issuable and the Merger Consideration payable to any Seller Stockholder
        shall be rounded down to the nearest whole share of Buyer Preferred Stock.
        No
        cash will be issued in lieu of fractional shares. 

       

      (ii)
        Capital
        Stock of Merger Sub.
        The
        shares of the capital stock of Merger Sub shall be unaffected by the Merger,
        and
        at and after the Effective Time, Merger Sub shall continue as a wholly-owned
        subsidiary of Buyer. 

       

      (iii)
        Adjustment
        of the Merger Consideration.
        If,
        subsequent to the date of this Agreement but prior to the Effective Time,
        the
        outstanding shares of Buyer Common Stock or Seller Common Stock shall have
        been
        changed into a different number of shares or a different class as a result
        of a
        stock split, stock dividend, subdivision, reclassification, split, combination,
        exchange, recapitalization or other similar transaction, the Merger
        Consideration shall be appropriately adjusted so that the aggregate amount
        payable pursuant to this Agreement shall not have increased or decreased
        as a
        result of such adjustment.

       

      (iv)
        Certificate
        Legends.
        The
        shares of Buyer Preferred Stock to be issued pursuant to §2(g)
        shall
        not have been registered and shall be characterized as “restricted securities”
under the Securities Act, and such shares may be resold without registration
        under the Securities Act only in certain limited circumstances. Each certificate
        evidencing shares of Buyer Preferred Stock to be issued pursuant to §2(g)
        shall
        bear the following legend (and any legends required by state securities
        laws):

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      “THE
        SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
        AND
        HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY
        NOT
        BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT
        AN
        EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY
        ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

       

      (h)
        Surrender
        of Certificates.

       

      (i)
        Exchange
        Agent.
        Continental Stock Transfer & Trust Co. shall act as Exchange Agent
        (“Exchange Agent”) in the Merger. 

       

      (ii)
        Buyer
        to Provide Preferred Stock.
        Promptly
        after the Effective Time, Buyer shall supply or cause to be supplied to the
        Exchange Agent for exchange in accordance with this §2(h)
        through
        such reasonable procedures as Buyer may adopt certificates evidencing the
        shares
        of Buyer Preferred Stock pursuant to §2(g)(i)
        to be
        exchanged for shares of Seller Common Stock outstanding immediately prior
        to the
        Effective Time (collectively, all shares issuable are referred to as the
        “Exchange
        Fund”).
        Buyer
        shall further supply or cause to be supplied agreements representing the
        Buyer
        Warrants in exchange for Seller Warrants.

       

      (iii)
        Exchange
        Procedures.
        Promptly
        after the Effective Time, the Surviving Corporation shall cause to be mailed
        to
        each holder of record of a certificate or certificates (“Certificates”)
        that
        immediately prior to the Effective Time represented outstanding shares of
        Seller
        Common Stock whose shares were converted into the right to receive shares
        of
        Buyer Preferred Stock pursuant to §2(g)(i):
        (A) a
        letter of transmittal (which shall specify that delivery shall be effected,
        and
        risk of loss and title to the Certificates shall pass, only upon receipt
        of the
        certificates by the Exchange Agent, and shall be in such form and have such
        other provisions as Buyer may reasonably specify); (B) such other customary
        documents as may be required pursuant to such instructions; and (C) instructions
        for use in effecting the surrender of the Certificates in exchange for
        certificates representing shares of Buyer Preferred Stock and the agreements
        representing the Buyer Warrants. Upon surrender of a Certificate for
        cancellation to the Exchange Agent or to such other agent or agents as may
        be
        appointed by Buyer, together with such letter of transmittal and other
        documents, duly completed and validly executed in accordance with the
        instructions thereto, the holder of such Certificate shall be entitled to
        receive in exchange therefor the number of whole shares of Buyer Preferred
        Stock
        into which such holder’s shares of Seller Common Stock have been converted.
        Until so surrendered, each outstanding Certificate that prior to the Effective
        Time represented shares of Seller Common Stock will be deemed from and after
        the
        Effective Time, for all corporate purposes other than the payment of dividends,
        to evidence the ownership of the number of whole shares of Buyer Preferred
        Stock
        into which such shares of Seller Common Stock shall have been so
        converted.

       

      (iv)
        Distributions
        With Respect to Unexchanged Shares.
        No
        dividends or other distributions with respect to Buyer Preferred Stock with
        a
        record date after the Effective Time will be paid to the holder of any
        unsurrendered Certificate with respect to the shares of Buyer Preferred Stock
        to
        be delivered in exchange therefor until the holder of record of such Certificate
        shall surrender such Certificate in the manner provided in §2(h) (iii), above.
        Subject to applicable law, following such surrender, there shall be paid
        to the
        record holder of the certificates representing whole shares of Buyer Preferred
        Stock issued in exchange therefore, without interest, at the time of such
        surrender, the amount of any such divided or other distributions with a record
        date after the Effective Time theretofore payable but for the provisions
        of this
§2(h)(iv)
        with
        respect to such shares of Buyer Preferred Stock.

       

      (v)
        Transfer
        of Ownership.
        At the
        Effective Time, the stock transfer books of Seller shall be closed, and there
        shall be no further registration of transfers of Seller Common Stock thereafter
        on the records of Seller. If any certificate for shares of Buyer Preferred
        Stock
        is to be issued in a name other than that in which the Certificate surrendered
        in exchange therefore is registered, it will be a condition of the issuance
        thereof that the Certificate so surrendered will be properly endorsed and
        otherwise in proper form for transfer and that the person requesting such
        exchange will have paid to Buyer or any agent designated by it any transfer
        or
        other taxes required by reason of the issuance of a certificate for shares
        of
        Buyer Preferred Stock in any name other than that of the registered holder
        of
        the Certificate surrendered, or established to the satisfaction of Buyer
        or any
        agent designated by it that such tax has been paid or is not
        payable.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      (vi)
        Termination
        of Exchange Fund.
        Any
        portion of the Exchange Fund which remains undistributed to the Seller
        Stockholders one hundred eighty (180) days after the Effective Time shall
        be
        delivered to Buyer upon demand, and any shareholders of Seller who have not
        previously complied with this §2(h)
        shall
        thereafter look only to Buyer for payment of their claim for the Merger
        Consideration and any dividends or distributions with respect to Buyer Preferred
        Stock.

       

      (vii)
        No
        Liability.
        Neither
        Seller, Buyer, Merger Sub, the Surviving Corporation nor the Exchange Agent
        shall be liable to any person with respect to any amount properly paid to
        a
        public official pursuant to any applicable abandoned property, escheat or
        similar law.

       

      (i)
        No
        Further Ownership Rights in Seller Capital Stock. The
        Merger Consideration delivered upon the surrender for exchange of shares
        of
        Seller Common Stock in accordance with the terms hereof (including any dividends
        or distributions) shall be deemed to have been issued in full satisfaction
        of
        all rights pertaining to such shares of Seller Common Stock. 

      


      (j)
        Lost,
        Stolen or Destroyed Certificates.
        In the
        event any Certificate shall been lost, stolen or destroyed, the Exchange
        Agent
        shall issue in exchange for such lost, stolen or destroyed Certificate, upon
        the
        making of an affidavit of that fact by the holder thereof such Merger
        Consideration (and dividends and distributions) as may be required pursuant
        to
§2(g).

      


      (k)
        Taking
        of Necessary Action; Further Action. Each
        of
        Buyer, Merger Sub and Seller will take all such reasonable and lawful action
        as
        may be necessary or desirable in order to effectuate the Merger in accordance
        with this Agreement as promptly as possible. If, at any time after the Effective
        Time, any further action is necessary or desirable to carry out the purposes
        of
        this Agreement and to vest the Surviving Corporation with full right, title
        and
        possession to all assets, property, rights, privileges, powers and franchises
        of
        Seller and Merger Sub, the officers and directors of Seller and Merger Sub
        are
        fully authorized in the name of their respective corporations or otherwise
        to
        take, and will take, all such lawful; and necessary action, so long as such
        action is not inconsistent with this Agreement.

      


      (l)
        Warrants.
        The
        Buyer Warrants to be issued pursuant to §2(g)(i)(B)
        above
        upon the exchange of Seller Warrants will be exercisable for a period of
        five
        years commencing on the day following the Closing Date and exercisable for
        shares of Buyer Preferred Stock based upon the exchange ratio of shares of
        Buyer
        Preferred Stock for each share of Seller Common Stock. If Buyer effects a
        Reverse Stock Split (as defined in §6(d)) with respect to Buyer Common Stock,
        the exercise price and the number of shares of Buyer Preferred Stock that
        the
        Buyer Warrants are exercisable into following the Closing will not adjust,
        provided that upon such Reverse Stock Split with respect to Buyer Common
        Stock,
        the number of shares of Buyer Common Stock into which shares of Buyer Preferred
        Stock are convertible shall be adjusted. 

      


      
        	§3.	
                Seller’s
                  Representations and Warranties.
                  

              


      

      


      Seller
        represents and warrants to Buyer and Merger Sub that the statements contained
        in
        this §3
        are
        correct and complete as of the date of this Agreement and will be correct
        and
        complete as of the Closing Date (as though made then and as though the Closing
        Date were substituted for the date of this Agreement throughout this
§3),
        except
        as disclosed in writing to Buyer prior to the execution of this
        Agreement.

       

      (a)
        Organization,
        Qualification and Power of Seller. 
        Seller
        is a corporation duly organized, validly existing, and in good standing under
        the laws of the jurisdiction of its incorporation. Seller has the corporate
        power to own its properties and to carry on its business as now being conducted
        and as proposed to be conducted and is duly qualified to do business and
        is in
        good standing in each jurisdiction in which the failure to be so qualified
        and
        in good standing could reasonably be expected to have a Material Adverse
        Effect
        on Seller. Seller has delivered a true and correct copy of its articles of
        incorporation as amended to date, to Buyer. Seller has no Bylaws.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      (b)
        Authorization
        of Transaction. 
        Subject
        to the approval of the Seller Stockholders, Seller has full power and authority
        (including full corporate or other entity power and authority) to execute
        and
        deliver this Agreement and to perform its obligations hereunder. Upon the
        approval of the Seller Stockholders, this Agreement shall constitute the
        valid
        and legally binding obligation of Seller, enforceable in accordance with
        its
        terms and conditions, except that enforcement hereof may be limited by any
        court
        having jurisdiction in an appropriate action with respect to (i) bankruptcy,
        insolvency, reorganization, moratorium, fraudulent conveyance or other similar
        laws now or hereafter in effect relating to creditors’ rights generally, and
        (ii) general principles of equity (regardless of whether such enforceability
        is
        considered in a proceeding in equity or at law). The execution, delivery
        and
        performance of this Agreement and all other agreements contemplated hereby
        have
        been duly authorized by Seller. 

       

      (c)
        Non-contravention. 
        Neither
        the execution and delivery of this Agreement, nor the consummation of the
        transactions contemplated hereby, will (i) violate any constitution, statute,
        regulation, rule, injunction, judgment, order, decree, ruling, charge, or
        other
        restriction of any government, governmental agency, or court to which Seller
        is
        subject or any provision of the articles of incorporation of Seller, or (ii)
        conflict with, result in a breach of, constitute a default under, result
        in the
        acceleration of, create in any party the right to accelerate, terminate,
        modify,
        or cancel, or require any notice under any agreement, contract, lease, license,
        instrument, or other arrangement to which Seller is a party or by which it
        is
        bound or to which any of its assets is subject (or result in the imposition
        of
        any Lien upon any of its assets). Seller is not required to give any notice
        to,
        make any filing with, or obtain any authorization, consent, or approval of
        any
        government or governmental agency in order for the Parties to consummate
        the
        transactions contemplated by this Agreement, except for (i) filing of the
        Agreement of Merger as provided in §2(b)
        ; and
        (ii) filings required under Regulation D promulgated under the Securities
        Act of
        1933.

       

      (d)
        Brokers’
        Fees. 
        Seller
        has no Liability to pay any fees or commissions to any broker, finder, or
        agent
        with respect to the transactions contemplated by this Agreement for which
        Buyer
        could become liable or obligated. 

       

      (e)
        Title
        to Assets. 
        Seller
        has good and marketable title to, or a valid leasehold interest in, the
        properties and assets shown on the audited Financial Statements (as defined
        in
        (g) below) or acquired after the date thereof, free and clear of all
        Liens.

       

      (f)
        Subsidiaries. 
        Seller
        has no subsidiaries. Seller does not control directly or indirectly or have
        any
        direct or indirect equity participation in any corporation, partnership,
        trust,
        or other business association that is not a Subsidiary of Seller. Seller
        does
        not own or have any right to acquire, directly or indirectly, any outstanding
        capital stock of, or other equity interests in, any Person.

       

      (g)
        Financial
        Statements; Capitalization. 
        Seller
        will prepare and will cause audited financial statements of Seller to be
        prepared by Seller’s auditors (collectively the “Financial
        Statements”).
        The
        Financial Statements (including the notes thereto) when prepared will present
        fairly the financial condition of Seller as of such dates and the results
        of
        operations of Seller for such periods, will be correct and complete in all
        material respects, and will be consistent with the books and records of Seller
        (which books and records are correct and complete in all material
        respects.

       

      The
        authorized capital stock of Seller consists of 20,000,000 shares of Seller
        Common Stock, of which there are issued and outstanding as of the close of
        business on the date hereof 17,700,000 shares. All outstanding shares of
        Seller
        Common Stock are duly authorized, validly issued, fully paid and non-assessable
        and are free of any Liens other than any Liens created by or imposed upon
        the
        holders thereof and are not subject to pre-emptive rights or rights of first
        refusal created by statute or the articles of incorporation of Seller or
        any
        agreement to which Seller is a party or by which it is bound. As of the same
        date, there were 6,200,000 shares of Seller Common Stock reserved for issuance
        in connection with Seller Warrants. Seller has delivered to Buyer true and
        complete copies of each form of agreement or common stock warrant evidencing
        each Seller Stock Warrant. Except for the rights created pursuant to this
        Agreement and the rights disclosed in this §3(g),
        there
        are no other options, warrants, calls, rights, commitments or agreements
        of any
        character to which Seller is a party or by which it is bound, obligating
        Seller
        to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered,
        sold, repurchased or redeemed, any shares of Seller Common Stock or obligating
        Seller to grant, extend, accelerate the vesting of, change the price of,
        or
        otherwise amend or enter into any such option, warrant, call, right, commitment
        or agreement. 

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      (h)
        Absence
        of Certain Events. Since
        the
        date of formation of Seller, there has not been any Material Adverse Change.
        Without limiting the generality of the foregoing and except as disclosed
        in
        writing to Buyer prior to execution of this Agreement, since that
        date:

       

      (i)
        Seller has not amended or authorized the amendment of its original articles
        of
        incorporation;

       

      (ii)
        Seller has not sold, leased, transferred, or assigned any of its assets,
        tangible or intangible, other than for a fair consideration in the Ordinary
        Course of Business;

       

      (iii)
        Seller has not entered into any agreement, contract, lease, or license (or
        series of related agreements, contracts, leases, and licenses), except for
        an
        existing license with Plus 44 Holdings, Inc., a Panamanian
        corporation;

       

      (iv)
        no
        party (including Seller) has accelerated, terminated, modified, or cancelled
        any
        agreement, contract, lease, or license (or series of related agreements,
        contracts, leases, and licenses) to which Seller is a party or by which any
        of
        them is bound;

       

      (v)
        Seller has not imposed or permitted to exist any Lien upon any of its assets,
        tangible or intangible;

       

      (vi)
        Seller has not made any capital expenditure (or series of related capital
        expenditures);

       

      (vii)
        Seller has not made any capital investment in, any loan to, or any acquisition
        of the securities or assets of, any other Person (or series of related capital
        investments, loans, and acquisitions); 

       

      (viii)
        Seller has not issued any note, bond, or other debt security or created,
        incurred, assumed, or guaranteed any indebtedness for borrowed money or
        capitalized lease obligation;

       

      (ix)
        Seller has not delayed or postponed the payment of accounts payable and other
        Liabilities;

       

      (x)
        Seller has not cancelled, compromised, waived, or released any right or claim
        (or series of related rights and claims); 

       

      (xi)
        Seller has not transferred, assigned, or granted any license or sublicense
        of
        any rights under or with respect to any Intellectual Property;

       

      (xii)
        Seller has not issued, sold, or otherwise disposed of any of its capital
        stock,
        or granted any options, warrants, or other rights to purchase or obtain
        (including upon conversion, exchange, or exercise) any of its capital stock,
        except in connection with the Pre-Closing Financing;

       

      (xiii)
        Seller has not declared, set aside, or paid any dividend or made any
        distribution with respect to its capital stock (whether in cash or in kind)
        or
        redeemed, purchased, or otherwise acquired any of its capital
        stock;

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      (xiv)
        Seller has not experienced any damage, destruction, or loss (whether or not
        covered by insurance) to its property;

       

      (xv)
        Seller has not made any loan to, or entered into any other transaction with,
        any
        of its directors, officers, and employees;

       

      (xvi)
        Seller has not entered into any employment contract or collective bargaining
        agreement, written or oral, or modified the terms of any existing such contract
        or agreement;

       

      (xvii)
        Seller has not granted any increase in the base compensation of any of its
        directors, officers, and employees;

       

      (xviii)
        Seller has not adopted any Employee Benefit Plan; 

       

      (xix)
        Seller has no employment arrangements with any of its directors, officers,
        and
        employees; 

       

      (xx)
        Seller has not made or pledged to make any charitable or other capital
        contribution;

       

      (xxi)
        Seller has not paid any amount to any third party with respect to any Liability
        (including any costs and expenses Seller has incurred or may incur in connection
        with this Agreement and the transactions contemplated hereby) that would
        not
        constitute an Assumed Liability if in existence as of the Closing;

       

      (xxii)
        there has not been any other material occurrence, event, incident, action,
        failure to act, or transaction outside the Ordinary Course of Business involving
        Seller;

       

      (xxiii)
        Seller has not discharged a material Liability or Lien outside the Ordinary
        Course of Business;

       

      (xxiv)
        Seller has not made any loans or advances of money; 

       

      (xxv)
        Seller has not disclosed any Seller Confidential Information as defined in
§5(e)
        otherwise than in accordance with this Agreement; and

       

      (xxvi)
        Seller has not committed to any of the foregoing.

       

      (i)
        Undisclosed
        Liabilities. 
        To
        Seller’s Knowledge, Seller does not have any Liability, except for
        (i) Liabilities set forth in the Financial Statements and (ii) Liabilities
        that have arisen in the Ordinary Course of Business (none of that results
        from,
        arises out of, relates to, is in the nature of, or was caused by any breach
        of
        contract, breach of warranty, tort, infringement, or violation of law).


       

      (j)
        Legal
        Compliance. 
        To
        Seller’s Knowledge, Seller has complied with all applicable laws (including
        rules, regulations, codes, plans, injunctions, judgments, orders, decrees,
        rulings, and charges thereunder and including the Foreign Corrupt Practices
        Act,
        15 U.S.C. § 78dd-1 et
        seq.)
        of
        federal, state, local, and foreign governments (and all agencies thereof),
        and
        Seller has not received any written notice that any action, suit, proceeding,
        hearing, investigation, charge, complaint, claim, demand, or notice has been
        filed or commenced against Seller alleging any failure so to
        comply.

       

      (k)
        Tax
        Matters.
        

       

      (i)
        Seller is not and has not been required to file any Tax Return. All Taxes
        owed
        by Seller (whether or not shown or required to be shown on any Tax Return)
        have
        been paid. There are no Liens on any of the assets of Seller that arose in
        connection with any failure (or alleged failure) to pay any Tax. 

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      (ii)
        Seller is not and has not been required to withhold or pay any tax.

       

      (l)
        Tangible
        Assets.
        Seller
        owns or leases no buildings, machinery, equipment, and other tangible assets.
        

       

      (m)
        Intellectual
        Property.
        

       

      (i)
        Seller owns or possesses, has obtained, or can obtain on commercially reasonable
        terms, the right to use pursuant to a valid and enforceable written license,
        sublicense, agreement, or permission all Intellectual Property necessary
        or
        desirable for the operation of the business of Seller as presently conducted
        and
        as presently proposed to be conducted. Each item of Intellectual Property
        owned
        or used by Seller immediately prior to the Closing will be owned or available
        for use by the Surviving Corporation on identical terms and conditions
        immediately subsequent to the Closing hereunder. 

       

      (ii)
        To
        the Knowledge of Seller, Seller has not interfered with, infringed upon,
        misappropriated, or otherwise come into conflict with any Intellectual Property
        rights of third parties, and Seller has not received any charge, complaint,
        claim, demand, or notice alleging any such interference, infringement,
        misappropriation, or violation (including any claim that Seller must license
        or
        refrain from using any Intellectual Property rights of any third party).
        To the
        Knowledge of Seller, no third party has interfered with, infringed upon,
        misappropriated, or otherwise come into conflict with any Intellectual Property
        rights of Seller.

       

      (iii)
        Seller owns no patent or registration with respect to any Intellectual Property,
        has no pending patent application or application for registration, has granted
        no license, sublicense, agreement, or other permission with respect to any
        of
        its Intellectual Property, has no unregistered trademark, service mark, trade
        name, corporate name or Internet domain name, computer software item and
        uses no
        material unregistered copyright used by Seller in connection with its business.
        

       

      (iv)
        Seller has disclosed in writing to Buyer each item of Intellectual Property
        that
        any third party owns and that Seller uses pursuant to license, sublicense,
        agreement, or permission. Seller has delivered to Buyer correct and complete
        copies of all such licenses, sublicenses, agreements, and permissions (as
        amended to date). With respect to each such item of Intellectual Property
        required to be disclosed to Buyer, to Seller’s Knowledge: 

       

      (A)
        the
        license, sublicense, agreement, or permission covering the item is legal,
        valid,
        binding, enforceable, and in full force and effect;

       

      (B)
        the
        license, sublicense, agreement, or permission will continue to be legal,
        valid,
        binding, enforceable, and in full force and effect on identical terms following
        consummation of the transactions contemplated hereby;

       

      (C)
        no
        party to the license, sublicense, agreement, or permission is in breach or
        default, and to Seller’s Knowledge, no event has occurred that with notice or
        lapse of time would constitute a breach or default or permit termination,
        modification, or acceleration thereunder;

       

      (D)
        no
        party to the license, sublicense, agreement, or permission has repudiated
        any
        provision thereof;

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      (E)
        with
        respect to each sublicense, the representations and warranties set forth
        in
subsections
        (A) through (D)
        above
        are true and correct with respect to the underlying license;

       

      (F)
        the
        underlying item of Intellectual Property is not subject to any outstanding
        injunction, judgment, order, decree, ruling, or charge;

       

      (G)
        Seller has not received any written notice that any action, suit, proceeding,
        hearing, investigation, charge, complaint, claim, or demand is pending that
        challenges the legality, validity, or enforceability of the underlying item
        of
        Intellectual Property, and to Seller’s Knowledge, none is threatened;
        and

       

      (H)
        Seller has not granted any sublicense or similar right with respect to the
        license, sublicense, agreement, or permission.

       

      (v)
        To
        the Knowledge of Seller: (A) Seller has not interfered with, infringed upon,
        misappropriated, or otherwise come into conflict with, any Intellectual Property
        rights of third parties as a result of the continued operation of its business
        as presently conducted; and (B) no notices regarding any of the foregoing
        (including, without limitation, any demands or offers to license any
        Intellectual Property from any third party) have been received.

       

      (vi)
        To
        the Knowledge of Seller, the owners of any of the Intellectual Property licensed
        to Seller have taken all necessary and desirable actions to maintain and
        protect
        the Intellectual Property covered by such license.

       

      (vii)
        Seller has complied in all material respects with and is presently in compliance
        in all material respects with all foreign, federal, state, local, governmental
        (including, but not limited to, the Federal Trade Commission and State Attorneys
        General), administrative or regulatory laws, regulations, guidelines and
        rules
        applicable to any Intellectual Property.

       

       (n)
        Inventory. 
        Seller
        possesses no inventory. 

       

      (o)
        Contracts. 
        Seller
        has delivered to Buyer a correct and complete copy of said license agreement.
        With respect to said license agreement, (A) it is legal, valid, binding,
        enforceable and in full force and effect; (B) the agreement will continue
        to be legal, valid, binding, enforceable, and in full force and effect on
        identical terms immediately following the consummation of the transactions
        contemplated hereby; and (C) to Seller’s Knowledge, (i) no party is in breach or
        default, and no event has occurred that with notice or lapse of time would
        constitute a breach or default, or permit termination, modification, or
        acceleration, under the agreement; and (ii) no party has repudiated any
        provision of the license agreement.

       

      (p)
        Notes
        and Accounts Receivable. Seller
        has no outstanding notes and accounts receivable. 

       

      (q)
        Powers
        of Attorney. 
        There
        are no outstanding powers of attorney executed on behalf of Seller.

       

      (r)
        Insurance. 
        Seller
        holds no insurance
        policy (including policies providing property, casualty, liability, and workers’
compensation coverage and bond and surety arrangements). 

       

      (s)
        Litigation. 
        Seller
        is a party to no actions, suits, proceedings, hearings, and investigations.
        

       

      (t)
        Employees. 
        Seller
        has no employees.

       

      (u)
        Guaranties. 
        Seller
        is not a guarantor or otherwise is liable for any Liability (including
        indebtedness) of any other Person.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      (v)
        Customers
        and Suppliers.
        Except
        as disclosed by Seller to Buyer pursuant to §3(p), Seller presently has no, and
        has never had any, customers and suppliers.

       

      (w)
        Disclosure. 
        The
        representations and warranties contained in this §3
        do not
        contain any untrue statement of a material fact or omit to state any material
        fact necessary in order to make the statements and information contained
        in this
§3
        not
        misleading.

       

      (x)
        Investment. 
        Except
        as previously disclosed by Seller to Buyer with respect to certain Seller
        Stockholders,
        Seller
        understands that the shares of Buyer Preferred Stock to be issued in the
        Merger
        to the Seller Stockholders have not been, and will not be, registered under
        the
        Securities Act, or under any state securities laws, and are being offered
        and
        sold in reliance upon federal and state exemptions for transactions not
        involving any public offering. To Seller’s Knowledge, each Seller Stockholder
        (i) is acquiring the shares of Buyer Preferred Stock solely for his, her
        or its
        own account for investment purposes, and not with a view to the distribution
        thereof, (ii) is a sophisticated investor with knowledge and experience in
        business and financial matters, (iii) has received certain information
        concerning Buyer and has had the opportunity to obtain additional information
        as
        desired in order to evaluate the merits and the risks inherent in holding
        the
        shares of Buyer Preferred Stock, (iv) is able to bear the economic risk and
        lack
        of liquidity inherent in holding the shares of Buyer Preferred Stock, and
        (v) is
        an Accredited Investor (as defined in Regulation D adopted pursuant to the
        Securities Act). To Seller’s Knowledge, the investment representations statement
        (in the form as set forth in Exhibit D) executed by each Seller Stockholder
        is
        true and correct as of the date executed. 

       

      
        	§4.	
                Representations
                  and Warranties of Buyer and Merger Sub.  

              


      

       

       

      Buyer
        and
        Merger Sub represent and warrant to Seller that the statements contained
        in this
§4
        are
        correct and complete as of the date of this Agreement and will be correct
        and
        complete as of the Closing Date (as though made then and as though the Closing
        Date were substituted for the date of this Agreement throughout this
§4),
        except
        as previously disclosed in writing by Buyer to Seller. 

       

      (a)
        Organization
        of Buyer and Merger Sub. 
        Each of
        Buyer and Merger Sub is a corporation duly organized, validly existing, and
        in
        good standing under the laws of the jurisdiction of its incorporation. Each
        of
        Buyer and Merger Sub has the corporate power to own its properties and to
        carry
        on its business as now being conducted and as proposed to be conducted and
        is
        duly qualified to do business and is in good standing in each jurisdiction
        in
        which the failure to be so qualified and in good standing could reasonably
        be
        expected to have a Material Adverse Effect on Buyer. Buyer has delivered
        a true
        and correct copy of the Certificate of Incorporation and, in the case of
        Buyer,
        the Bylaws (or other comparable charter documents), as applicable, of Buyer
        and
        Merger Sub, respectively, each as amended to date, to Seller. Neither Buyer
        nor
        Merger Sub is in violation of any of the provisions of its corporate charter
        or
        bylaws.

       

      (b)
        Authorization
        of Transaction. 
        Each of
        Buyer and Merger Sub has full power and authority (including full corporate
        or
        other entity power and authority) to execute and deliver this Agreement and
        to
        perform its obligations hereunder. This Agreement constitutes the valid and
        legally binding obligation of Buyer, enforceable in accordance with its terms
        and conditions, except as enforcement may be limited by any court having
        jurisdiction in an appropriate action with respect to bankruptcy, insolvency,
        reorganization, moratorium, fraudulent conveyance or transfer, or other similar
        laws, now or hereafter in effect, relating to creditors’ rights generally and
        (ii) general principles of equity (regardless of whether such enforceability
        is
        considered in a proceeding in equity or at law). The execution, delivery
        and
        performance of this Agreement and all other agreements contemplated hereby
        have
        been duly authorized by Buyer and Merger Sub.

       

      (c)
        Non-contravention. 
        Neither
        the execution and delivery of this Agreement, nor the consummation of the
        transactions contemplated hereby, will (i) violate any constitution, statute,
        regulation, rule, injunction, judgment, order, decree, ruling, charge, or
        other
        restriction of any government, governmental agency, or court to which Buyer
        or
        any of its Subsidiaries is subject or any provision of its charter, bylaws,
        or
        other governing documents or (ii) conflict with, result in a breach of,
        constitute a default under, result in the acceleration of, create in any
        party
        the right to accelerate, terminate, modify, or cancel, or require any notice
        under any agreement, contract, lease, license, instrument, or other arrangement
        to which Buyer or any of its Subsidiaries is a party or by which it is bound
        or
        to which any of its assets are subject, except in the case of each of clauses
        (i) and (ii), such as could not, individually or in the aggregate, have or
        reasonably be expected to result in a Material Adverse Effect. Neither Buyer
        nor
        Merger Sub needs to give any notice to, make any filing with, or obtain any
        authorization, consent, or approval of any government or governmental agency
        in
        order for the Parties to consummate the transactions contemplated by this
        Agreement, other than (i) the filing of the Agreement of Merger, together
        with
        any required officers’ certificates as provided in §2;
        (ii)
        any filings required any filings required by state securities laws, (iii)
        the
        filing of a Notice of a Sale of Securities on Form D with the SEC under
        Regulation D of the Securities Act, (iv) those that have been made or obtained
        prior to or contemporaneously with the date of this Agreement; (v) the approval
        of Buyer’s stockholders for Buyer to amend its Certificate of Incorporation in
        order to effect the Reverse Stock Split and as contemplated by §6(d)
        of this
        Agreement; and (vi) the filing of any Form 8-K with the SEC with respect
        to this
        Agreement or the transactions contemplated hereby.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      (d)
        Capitalization.
        Buyer
        is
        authorized to issue 950,000,000 shares of Buyer Common Stock and 20,000,000
        shares of Buyer Preferred Stock. As of the date hereof, 421,822,670 shares
        of
        Buyer Common Stock are issued and outstanding, Buyer Options to purchase
        36,621,348 shares of Buyer Common Stock are issued and outstanding, 240,831,660
        Buyer Warrants are issued and outstanding and no shares of Buyer Preferred
        Stock
        issued and outstanding. No securities of Buyer are entitled to preemptive
        or
        similar rights, and no entity or person has any right of first refusal,
        preemptive right, right of participation, or any similar right to participate
        in
        the transactions contemplated by this Agreement unless any such rights have
        been
        waived. Except as disclosed above in this §4(d)or
        in
        writing to Buyer prior to execution of this Agreement, there are no outstanding
        options, warrants, scrip rights to subscribe to, calls or commitments of
        any
        character whatsoever relating to, or securities, rights or obligations
        convertible into or exchangeable for, or giving any entity or person any
        right
        to subscribe for or acquire, any shares of Buyer Common Stock, or contracts,
        commitments, understandings or arrangements by which Buyer is or may become
        bound to issue additional shares of Buyer Common Stock, or securities or
        rights
        convertible or exchangeable into shares of Buyer Common Stock. 

      


      Merger
        Sub is authorized to issue 10,000 shares of common stock of Merger Sub
        (“Merger
        Sub Common Stock”),
        all
        of which are issued and outstanding. Merger Sub has no other class of securities
        authorized, issued or outstanding as of the date hereof. No securities of
        Merger
        Sub are entitled to preemptive or similar rights, and no entity or person
        has
        any right of first refusal, preemptive right, right of participation, or
        any
        similar right to participate in the transactions contemplated by this Agreement
        unless any such rights have been waived. There are no outstanding options,
        warrants, scrip rights to subscribe to, calls or commitments of any character
        whatsoever relating to, or securities, rights or obligations convertible
        into or
        exchangeable for, or giving any entity or person any right to subscribe for
        or
        acquire, any shares of Merger Sub Common Stock, or contracts, commitments,
        understandings or arrangements by which Merger Sub is or may become bound
        to
        issue additional shares of Merger Sub Common Stock, or securities or rights
        convertible or exchangeable into shares of Merger Sub Common Stock.


      


      (e)
        Buyer
        Preferred Stock Issuable at Closing.
        Each
        of
the
        shares of Buyer Preferred Stock and the Buyer Warrants issuable at the Closing
        has been duly authorized and, when issued and delivered in exchange for shares
        of Seller Common Stock, will be duly and validly issued, fully paid and
        nonassessable, will not be issued in violation of any preemptive or other
        rights
        of any stockholder, and will be issued free and clear of all liens and
        encumbrances, other than restrictions on transfer under applicable securities
        laws. Buyer has reserved (i) all shares of Buyer Preferred Stock issuable
        upon
        exercise of Buyer Warrants from its duly authorized capital stock and (ii)
        all
        shares of Buyer Common Stock issuable upon conversion of Buyer Preferred
        Stock,
        subject, in each case, to the effect of the Reverse Stock Split. 

      


      (f)
        Buyer’s
        SEC Reports.
        Except
        as disclosed in writing by Buyer to Seller, since December 1, 2005, Buyer
        has
        filed all reports, schedules, forms, statements and other documents with
        the SEC
        (collectively, and in each case, including all exhibits and schedules thereto
        and documents incorporated by reference therein, the “SEC
        Reports”)
        required to be filed by Buyer under the Securities Act and the Exchange Act,
        including reports, schedules, forms, statements and other documents required
        to
        be filed pursuant to Section 13(a) or 15(d) thereof, on a timely basis or
        has
        timely filed a request for extension of such time of filing and has filed
        any
        such SEC Reports prior to the expiration of any such extension. As of their
        respective dates, Buyer SEC Reports complied in all respects with the
        requirements of the Securities Act and the Exchange Act and the rules and
        regulations of the SEC promulgated thereunder, and none of the SEC Reports,
        when
        filed, contained any untrue statement of a material fact or omitted to state
        a
        material fact required to be stated therein or necessary in order to make
        the
        statements therein, in light of the circumstances under which they were made,
        not misleading. The financial statements of Buyer included in Buyer’s SEC
        Reports comply in all respects with applicable accounting requirements and
        the
        rules and regulations of the SEC with respect thereto as in effect at the
        time
        of filing. Such financial statements have been prepared in accordance with
        GAAP
        applied
        on a consistent basis during the periods involved, except as may be otherwise
        specified in such financial statements or the notes thereto, and fairly present
        in all material respects the financial position of Buyer as of and for the
        dates
        thereof and the results of operations and cash flows for the periods then
        ended,
        subject, in the case of unaudited statements, to normal, immaterial, year-end
        audit adjustments. 

      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      (g)
        Litigation. 
        There is no pending or, to the best knowledge of Buyer, threatened action,
        suit,
        proceeding or investigation before any court, governmental agency or body,
        or
        arbitrator having jurisdiction over Buyer or any of its Affiliates that would
        affect the execution by Buyer or the performance by Buyer of its obligations
        under this Agreement, and all other agreements entered into by Buyer relating
        hereto.  There is no pending or, to the best knowledge of Buyer, threatened
        action, suit, proceeding or investigation before any court, governmental
        agency
        or body, or arbitrator having jurisdiction over Buyer, or any of its Affiliates
        which litigation if adversely determined could have a Material Adverse Effect
        on
        Buyer.

      


      (h)
        No
        Undisclosed Liabilities. 
        Except for Buyer’s obligation to pay certain liquidated damages with respect to
        the registration rights agreement in connection with Buyer’s 2006 private
        placement arising out of Buyer’s failure to keep effective its registration
        statement that was declared effective on December 19, 2006, Buyer has no
        liabilities or obligations which are material, individually or in the aggregate,
        other than those incurred in the Ordinary Course of Business of Buyer since
        January 1, 2007 or which, individually or in the aggregate, would reasonably
        be
        expected to have a Material Adverse Effect on Buyer. 

      


      (i)
        No
        Undisclosed Events or Circumstances. 
        Since January 1, 2007, no event or circumstance has occurred or exists with
        respect to Buyer or its businesses, properties, operations or financial
        condition, that, under applicable law, rule or regulation, requires public
        disclosure or announcement prior to the date hereof by Buyer but which has
        not
        been so publicly announced or disclosed in Buyer’s SEC Reports.

       

      (j)
        Brokers’
        Fees. 
        Buyer
        has no Liability to pay any fees or commissions to any broker, finder, or
        agent
        with respect to the transactions contemplated by this Agreement for which
        Seller
        could become liable or obligated.

       

      (l)
        Interim
        Operations of Merger Sub. Merger
        Sub was formed solely for the purpose of engaging in the transactions
        contemplated by this Agreement, has engaged in no other business activities,
        and
        has conducted its operations only as contemplated by this
        Agreement.

       

      (m)
        Disclosure. 
        The
        representations and warranties contained in this §4
        do not
        contain any untrue statement of a material fact or omit to state any material
        fact necessary in order to make the statements and information contained
        in this
§4
        not
        misleading. The disclosures contained in Buyer’s SEC Reports do not contain any
        untrue statement of a material fact or omit to state any material fact necessary
        in order to make the statements and information contained in Buyer’s SEC Reports
        not misleading.

       

      (n)
        No
        Amendments. Since
        January 1, 2007, neither Buyer nor Merger Sub has amended its respective
        articles of incorporation. 

       

      (o)
        Subsidiaries,
        Rights of Participation and Rights to Acquire. Except
        for Merger Sub, Buyer has no subsidiaries. Buyer does not control directly
        or
        indirectly or have any direct or indirect equity participation in any
        corporation, partnership, trust, or other business association that is not
        a
        Subsidiary of Buyer. Buyer does not own or have any right to acquire, directly
        or indirectly, any outstanding capital stock of, or other equity interests
        in,
        any Person other than under this Agreement.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      (p)
        Employees.
        Except
        as
        disclosed in Buyer’s SEC Reports, Buyer has only one employee and does not
        maintain, nor is it a party to, any employee benefit plan.

       

      
        
          	§5.	
                  Pre-Closing
                    Covenants.   

                


        

      

       

      The
        Parties agree as follows with respect to the period between the execution
        of
        this Agreement and the Closing:

       

      (a)
        General. 
        Each of
        the Parties will use its reasonable best efforts to take all actions and
        to do
        all things necessary, proper, or advisable in order to consummate and make
        effective the transactions contemplated by this Agreement (including
        satisfaction, but not waiver, of the Closing conditions set forth in
§7
        below).The Parties will give any notices to, make any filings with, and use
        its
        commercially reasonable efforts to obtain any authorizations, consents, and
        approvals of governments and governmental agencies in connection with the
        matters referred to in §3(c) and §4(c) above. 

       

      (b)
        Operation
        of Business. 
        Seller
        and Buyer will not engage in any practice, take any action, or enter into
        any
        transaction involving an aggregate consideration of greater than $5,000 and
        outside the Ordinary Course of Business, without the prior written consent
        of
        the other, which consent will not be unreasonably withheld, except with respect
        to expenses incurred in connection with this Agreement. Without limiting
        the
        generality of the foregoing, neither party will (i) declare, set aside, or
        pay
        any dividend or make any distribution with respect to its capital stock,
        or (ii)
        engage in any practice, take any action, or enter into any transaction of
        the
        sort described in §3(h)
        above
        without the prior consent of the other. During the period between execution
        of
        this Agreement and the Closing Date, neither Seller nor Buyer shall enter
        into
        any extraordinary contract or agreement or increase any employee’s compensation
        without the prior written consent of the other Party, which consent may not
        be
        unreasonably withheld, except with respect to expenses incurred in connection
        with this Agreement. 

       

      (c)
        Preservation
        of Business. 
        The
        parties will keep their respective businesses and properties substantially
        intact, including their respective present operations, physical facilities,
        working conditions, insurance policies, and relationships with lessors,
        licensors, suppliers, customers, and employees. 

       

      (d)
        Full
        Access; Confidentiality; Right to Interview. 
        Seller
        will permit representatives of Buyer (including legal counsel and accountants)
        to have full access at all reasonable times, and in a manner so as not to
        interfere with the normal business operations of Seller, to all premises,
        properties, personnel, books, records (including Tax records), contracts,
        and
        documents of or pertaining to Seller. Any materials and information provided
        to
        Buyer by Seller shall be deemed confidential and proprietary (“Seller
        Confidential Information”).
        Buyer
        shall not disclose any Seller Confidential Information except to its officers,
        employees and advisors specifically retained by Buyer in connection with
        the
        transactions contemplated by this Agreement. All information provided to
        Buyer
        by Seller shall, to Seller’s Knowledge, be accurate and shall not be false or
        misleading.

       

      Buyer
        will permit representatives of Seller (including legal counsel and accountants)
        to have full access at all reasonable times, and in a manner so as not to
        interfere with the normal business operations of Buyer, to all premises,
        properties, personnel, books, records (including Tax records), contracts,
        and
        documents of or pertaining to Buyer. Any materials and information provided
        to
        Seller by Buyer that are not included in Buyer’s SEC Reports or other publicly
        available information shall be deemed confidential and proprietary
        (“Buyer
        Confidential Information”).
        Seller shall not disclose any Buyer Confidential Information except to its
        officers, employees and advisors specifically retained by Seller in connection
        with the transactions contemplated by this Agreement. All information provided
        to Seller by Buyer shall, to Buyer’s Knowledge, be accurate and shall not be
        false or misleading.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      Buyer
        and
        Seller shall have the right to interview the other Party’s employees, and each
        Party agrees to use its reasonable discretion with respect to any such
        interview.

       

      (e)
        Notice
        of Developments. 
        Each
        Party will give prompt written notice to the other Party of any material
        adverse
        development causing a breach of any of its own representations and warranties
        in
§3
        and
§4
        above.
        No disclosure by any Party pursuant to this §5(e),
        however, shall be deemed to prevent or cure any misrepresentation, breach
        of
        warranty, or breach of covenant to the extent that such information was known
        to, or should have been known by, the disclosing Party as of the date of
        execution of this Agreement. 

       

      (f)
        Exclusivity. 
        Until
        the earlier of December 15, 2007 or
        the
        date on which this Agreement is terminated pursuant to §8
        hereof,
        without the prior written consent of Buyer, Seller will not, directly or
        indirectly through any officer, director agent, representative or otherwise
        take
        any action to (i) solicit, initiate, or encourage the submission of any proposal
        or offer from any Person relating to the acquisition of any capital stock
        or
        other voting securities, or any substantial portion of the assets, of Seller
        (including any acquisition structured as a merger, consolidation, or share
        exchange) or (ii) participate in any discussions or negotiations regarding,
        furnish any information with respect to, assist or participate in, or facilitate
        in any other manner any effort or attempt by any Person to do or seek any
        of the
        foregoing. Seller will notify Buyer immediately if any Person makes any
        proposal, offer, inquiry, or contact with respect to any of the foregoing.
        

       

      (g)
        No
        Other Issuances of Buyer Common Stock.
        Buyer
        will not purchase, sell (including through short sales) or issue any securities
        prior to the Closing Date except for shares of Buyer Common Stock issuable
        upon
        the exercise of outstanding Buyer Options and Buyer Warrants or enter into
        any
        agreement or commitment to do so.

       

      (h)
        Seller
        Stockholders’ Approval.
        Prior
        to the Closing Date, Seller shall obtain approval of the Seller Stockholders
        to
        the proposed transactions contemplated by this Agreement. 

      


      (i)
        Audited
        Financials of Seller. Seller
        will provide audited Financial Statements for the period ended November 30,
        2007
        with respect to Seller’s business and operations, audited by Lic. Celso D.
        Arenas, a Panamanian authorized public accountant, or another auditor selected
        by Seller, subject to the approval of Buyer, which shall not unreasonably
        be
        withheld or delayed.

      


      (j)
        Prohibition
        in Trading Buyer Common Stock. From
        the
        date hereof until the earlier of the Closing Date or the termination of this
        Agreement, neither Seller nor any Affiliate of Seller shall, directly or
        indirectly, purchase or sell (including short sales) any shares of Buyer
        Common
        Stock in any public market. 

       

      (k)
        Sales
        of Shares Pursuant to Regulation D.
        The
        Parties hereto acknowledge and agree that the shares of Buyer Preferred Stock
        issuable to Seller pursuant to Section 2(g) shall constitute “restricted
        securities” under the Securities Act. The certificates of Buyer Preferred Stock
        shall bear the legend set forth in §2(g).
        Each
        Seller Stockholder shall execute and deliver to Buyer an Investor Representation
        Statement in the form attached as Exhibit
        D.
        Seller
        acknowledges and understands that Buyer is relying on the written
        representations made by each Seller Stockholder in the Investor Representation
        Statement.

      


      (l)
        Blue
        Sky Laws. Buyer
        shall take such steps as may be necessary to comply with the securities and
        blue
        sky laws of all jurisdictions applicable to the issuance of Buyer Preferred
        Stock in connection with this Agreement and the transactions contemplated
        hereby. Seller shall use its commercially reasonable efforts to assist Buyer
        to
        comply with the securities and blue sky laws of all jurisdictions applicable
        to
        the issuance of Buyer Preferred Stock in connection with this Agreement and
        the
        transactions contemplated hereby.

      


      
        
          	§6	
                  Post-Closing
                    Covenants.

                


        

      

      


      (a)
        Board of Directors of Buyer Following Closing Date. At
        the
        Effective Time, Buyer shall elect to the Board the following individuals:
        Robert
        Baron, Tom Hendren and William Levy. Immediately prior to the Effective Time,
        Robert Coutu will submit his resignation as a director of Buyer.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      (b)
        Registration
        Rights Agreement. Concurrently
        with the issuance of the shares of Buyer Preferred Stock, each of the Seller
        Stockholders who will receive shares of Buyer Preferred Stock shall execute
        a
        registration rights agreement, substantially in the form to be agreed upon
        by
        the parties hereto prior to the Closing (the “Registration
        Rights Agreement”).

       

      (c)
        Executive
        Officers and Management Structure of Buyer Following the
        Closing.
        Between
        the date hereof and 5 days before the Closing Date, Buyer and Seller will
        cooperate and agree to establish a new management structure for Buyer including
        the new executive officers of Buyer who shall be appointed by the board of
        directors of Buyer immediately prior to the Closing.

       

      (d)
        Reverse
        Stock Split. Subsequent
        to the consummation of the Merger, the board of directors of Buyer will approve,
        and submit to the stockholders of Buyer for their approval, a 100-to-1 reverse
        stock split (or such other ration as determined by the board of directors
        of
        Buyer ) of shares of Buyer Common Stock (“Reverse
        Stock Split”).

       

      (e)
        Buyer
        Stockholder Approval; Buyer Proxy Solicitation; Buyer Stockholder
        Meeting.
        Buyer,
        acting through its board of directors, shall, in accordance with applicable
        law,
        as promptly as practicable after the consummation of the Merger, call for
        a
        special meeting of the stockholders of Buyer, at the earliest practicable
        time,
        at which Buyer will submit to its stockholders for approval (i) the Reverse
        Stock Split, (ii) any amendments to the by-laws of Buyer and/or the articles
        of
        incorporation of Buyer, as applicable, to effect those changes to the board
        of
        directors of Buyer as contemplated by §6(a)
        above,
        and (iii) any necessary amendments to Buyer’s articles of incorporation to
        implement a reduction in the total authorized shares of Buyer Common Stock
        as
        determined by the board of directors of Buyer, provided that all such amendments
        are in compliance with the Nevada General Corporation Law and Buyer’s articles
        of incorporation and by-laws.

       

      
        
          	§7.	
                  Conditions
                    to Obligation to Closing.   

                


        

      

       

      (a)
        Conditions
        to Obligations of Buyer. 
        Buyer’s
        obligation to consummate the transactions to be performed by it in connection
        with the Closing is subject to satisfaction of the following conditions:
        

       

      (i)
        the
        representations and warranties set forth in §3
        above
        shall be true and correct in all material respects at and as of the Closing
        Date, except to the extent that such representations and warranties are
        qualified by the term “material,” or contain terms such as “Material Adverse
        Effect” or “Material Adverse Change,” in which case such representations and
        warranties (as so written, including the term “material” or “Material”) shall be
        true and correct in all respects at and as of the Closing Date; 

       

      (ii)
        Seller shall have performed and complied with all of its covenants hereunder
        in
        all material respects through the Closing, except to the extent that such
        covenants are qualified by the term “material,” or contain terms such as
“Material Adverse Effect” or “Material Adverse Change,” in which case Seller
        shall have performed and complied with all of such covenants (as so written,
        including the term “material” or “Material”) in all respects through the
        Closing;

       

      (iii)
        Seller shall have procured all of the third-party consents, if any, required
        to
        effect the Merger; 

       

      (iv)
        no
        action, suit, or proceeding shall be pending or threatened before any court
        or
        quasi-judicial or administrative agency of any federal, state, local, or
        foreign
        jurisdiction or before any arbitrator wherein an unfavorable injunction,
        judgment, order, decree, ruling, or charge would (A) prevent consummation
        of any of the transactions contemplated by this Agreement, or (B) cause any
        of
        the transactions contemplated by this Agreement to be rescinded following
        consummation;

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      (v)
        Seller shall have delivered to Buyer a certificate to the effect that each
        of
        the conditions specified above in §7(a)(i)-(iv)
        is
        satisfied in all material respects;

       

      (vi)
        all
        certificates, opinions, instruments, and other documents required to effect
        the
        transactions contemplated hereby shall be reasonably satisfactory in form
        and
        substance to Buyer;

       

      (vii)
        Seller shall have delivered to Buyer copies of the articles of incorporation
        of
        Seller, certified soon before the Closing Date by the Public Registry of
        the
        Republic of Panama;

       

      (viii)
        Seller shall have delivered to Buyer copies of the certificate of good standing
        of Seller, issued soon before the Closing Date by the Public Registry of
        the
        Republic of Panama; 

       

      (ix)
        Seller shall have delivered to Buyer a certificate of the secretary or an
        assistant secretary of Seller, dated the Closing Date, in form and substance
        reasonably satisfactory to Buyer, as to: (i) no amendments to the articles
        of
        incorporation of Seller since the date specified in clause (vii) above; (ii)
        the
        resolutions of the board of directors of Seller authorizing the execution,
        delivery, and performance of this Agreement and the transactions contemplated
        hereby;(iii) the approval of the Agreement of Merger by the shareholders
        of
        Seller; and (v) incumbency and signatures of the officers of Seller executing
        this Agreement or any other agreement contemplated by this Agreement;


       

      (x)
        Seller shall have received the full amount of the Pre-Closing Financing and
        an
        officer of Seller shall have certified in writing to Buyer that the required
        amounts are currently in Seller’s bank accounts. Buyer may waive any condition
        specified in this §7(a)
        if it
        executes a writing so stating at or prior to the Closing;

       

      (xi)
        Buyer and Seller shall have agreed upon the management structure for Buyer
        including approving the new executive officers of Buyer; and

       

      (xii)
        Seller shall have delivered a fully executed copy of the Software License
        and
        Services Agreement between Plus 44 Holdings Inc. and Seller.

       

      (b)
        Conditions
        to Seller’s Obligation. 
        Seller’s
        obligation to consummate the transactions to be performed by it in connection
        with the Closing is subject to satisfaction of the following conditions:
        

       

      (i)
        the
        representations and warranties set forth in §4
        above
        shall be true and correct in all material respects at and as of the Closing
        Date, except to the extent that such representations and warranties are
        qualified by the term “material,” or contain terms such as “Material Adverse
        Effect” or “Material Adverse Change,” in which case such representations and
        warranties (as so written, including the term “material” or “Material”) shall be
        true and correct in all respects at and as of the Closing Date; 

       

      (ii)
        Buyer and Merger Sub shall have performed and complied with all of their
        respective covenants hereunder in all material respects to the Closing, except
        to the extent that such covenants are qualified by the term “material,” or
        contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in
        which case Buyer shall have performed and complied with all of such covenants
        (as so written, including the term “material” or “Material”) in all respects
        through the Closing;

       

      (iii)
        no
        action, suit, or proceeding shall be pending or threatened before any court
        or
        quasi-judicial or administrative agency of any federal, state, local, or
        foreign
        jurisdiction or before any arbitrator wherein an unfavorable injunction,
        judgment, order, decree, ruling, or charge would (A) prevent consummation
        of any of the transactions contemplated by this Agreement or (B) cause any
        of
        the transactions contemplated by this Agreement to be rescinded following
        consummation (and no such injunction, judgment, order, decree, ruling, or
        charge
        shall be in effect);

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      (iv)
        Buyer shall have procured all of the third-party consents, if any, required
        to
        effect the Merger;

       

      (v)
        Buyer
        and Merger Sub shall have delivered to Seller a certificate to the effect
        that
        each of the conditions specified above in §7(b)(i)-(iv)
        is
        satisfied in all respects;

       

      (v)
        Seller shall have obtained the full amount of the Pre-Closing
        Financing;

       

      (vi)
        all
        actions to be taken by Buyer or Merger Sub in connection with consummation
        of
        the transactions contemplated hereby and all certificates, opinions,
        instruments, and other documents required to effect the transactions
        contemplated hereby will be reasonably satisfactory in form and substance
        to
        Seller;

       

      (vii)
        Buyer shall have delivered to Seller copies of its articles of incorporation
        as
        amended, certified soon before the Closing Date by Secretary of State of
        the
        State of Nevada and the articles of incorporation of Merger Sub, certified
        soon
        before the Closing Date by the Public Registry of the Republic of
        Panama;

       

      (viii)
        Buyer shall have delivered to Seller copies of certificates of good standing
        of
        itself and Merger Sub, respectively issued soon before the Closing Date by
        Secretary of State of the State of Nevada and the Public Registry of the
        Republic of Panama, respectively; 

       

      (ix)
        Buyer shall have executed and delivered the Registration Rights Agreement;
        and

       

      (x)
        This
        Agreement and the Merger have received the approval of the holders of a majority
        of the issued and outstanding shares of capital stock of Seller entitled
        to vote
        hereon.

       

      (xi)
        Buyer shall have delivered to Seller a certificate of the secretary or an
        assistant secretary of Buyer, dated the Closing Date, in form and substance
        reasonably satisfactory to Buyer, as to: (i) no amendments to the certificate
        of
        incorporation or By-laws of Buyer since the date specified in clause
        (vii) above;
        (ii) the by-laws of Buyer; (iii) the resolutions of the board of directors
        (or a
        duly authorized committee thereof) of Buyer authorizing the execution, delivery,
        and performance of this Agreement and the transactions contemplated hereby
        and
        (iv) incumbency and signatures of the officers of Buyer executing this Agreement
        or any other agreement contemplated by this Agreement;

       

      (xii)
        Merger Sub shall have delivered to Seller a certificate of the secretary
        or an
        assistant secretary of Merger Sub, dated the Closing Date, in form and substance
        reasonably satisfactory to Seller, as to: (i) no amendments to its articles
        of
        incorporation of Merger Sub since the date specified in clause
        (vii)
        above;
        (ii) the resolutions of the board of directors of Merger Sub authorizing
        the
        execution, delivery, and performance of this Agreement and the transactions
        contemplated hereby;(iii) the approval of the Agreement of Merger by the
        shareholders of Merger Sub; and (iv) incumbency and signatures of the officers
        of Merger Sub executing this Agreement or any other agreement contemplated
        by
        this Agreement; and

       

      (xiii)
        Robert Coutu shall have submitted his resignation as a director of Buyer
        prior
        to the Effective Time.

       

      Seller
        may waive any condition specified in this §7(b)
        if it
        executes a writing so stating at or prior to the Closing.

       

      
        	§8.	
                Termination.   

              


      

       

      (a)
        Termination
        of Agreement. 
        This
        Agreement may be terminated at any time prior to the Closing Date as provided
        below: 

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      (i)
        Buyer
        and Seller may terminate this Agreement by mutual written consent at any
        time
        prior to the Closing;

       

      (ii)
        Buyer may terminate this Agreement by giving written notice to Seller at
        any
        time prior to the Closing (A) in the event Seller has breached any material
        representation, warranty, covenant or agreement contained in this Agreement,
        Buyer has notified Seller of the breach, and the breach has continued without
        cure for a period of 30 days after the written notice of breach or (B) if
        the
        Closing shall not have occurred on or before December 15, 2007, by reason
        of the
        failure of any condition precedent under §7(a)
        hereof
        (unless the failure results primarily from Buyer or Merger Sub itself breaching
        any representation, warranty, covenant or agreement contained in this
        Agreement);

       

      (iii)
        Seller may terminate this Agreement by giving written notice to Buyer and
        Merger
        Sub at any time prior to the Closing (A) in the event Buyer or Merger Sub
        has
        breached any material representation, warranty, covenant or agreement contained
        in this Agreement in any material respect, Seller has notified Buyer and
        Merger
        Sub of the breach, and the breach has continued without cure for a period
        of 30
        days after the written notice of breach, (B) if the Closing shall not have
        occurred on or before December 15, 2007, by reason of the failure of any
        condition precedent under §7(b)
        hereof
        (unless the failure results primarily from Seller itself breaching any
        representation, warranty, covenant or agreement contained in this Agreement);
        and 

       

      (iv)
        Buyer or Seller may terminate this Agreement in the event that this Agreement
        and the Merger fail to receive the approval of a majority of the stockholders
        of
        Seller by giving written notice to the other Party of such failure at any
        time
        after the stockholder meeting at which such failure occurred.

       

      (b) Effect
        of Termination.
        If any
        Party terminates this Agreement pursuant to §8(a)
        above,
        all rights and obligations of the Parties hereunder shall terminate without
        any
        Liability of any Party to any other Party (except for any Liability of any
        Party
        then in breach), except that the provisions of §5(d)
        with
        respect to Buyer Confidential Information and Seller Confidential Information
        and §10
        shall
        remain in full force and effect and survive any termination of this
        Agreement.

       

      
        	§9.	
                Reliance
                  on and Survival of Representations and Warranties; No Indemnification
                  Rights.

              


      

       

      All
        of
        the representations and warranties of the Parties contained in this Agreement,
        and any certificate delivered at the Closing by Seller or Buyer shall be
        deemed
        to have been relied upon notwithstanding any investigation heretofore or
        hereafter made or omitted by any party hereto. None of the representations
        and
        warranties of the Parties contained in this Agreement shall survive the Closing
        after the Effective Time.

       

      No
        party
        shall have any rights of indemnification with respect to any other party
        hereto.

       

      
        	§10.	
                Miscellaneous.   

              


      

       

      (a) Press
        Releases and Public Announcements. 
        Unless
        otherwise permitted by this Agreement, Buyer and Seller shall consult with
        each
        other before issuing any press release or otherwise making any public statement
        or making any other public (or nonconfidential) disclosure (whether or not
        in
        response to an inquiry) regarding the terms of this Agreement and the
        transactions contemplated hereby. No Party shall issue any press release
        or make
        any public announcement relating to the subject matter of this Agreement
        prior
        to the Closing without the prior written approval of the other Party;
provided,
        however,
        that
        any Party may make any public disclosure it believes in good faith is required
        by applicable law or any listing or trading agreement concerning its publicly
        traded securities (in which case the disclosing Party will use its reasonable
        best efforts to advise the other Party prior to making the
        disclosure).

       

      (b)
         No
        Third-Party Beneficiaries. 
        This
        Agreement shall not confer any rights or remedies upon any Person other than
        the
        Parties and their respective successors and permitted assigns.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      (c)
         Entire
        Agreement. 
        This
        Agreement (including the documents referred to herein) constitutes the entire
        agreement between the Parties and supersedes any prior understandings,
        agreements, or representations by or between the Parties, written or oral,
        to
        the extent they relate in any way to the subject matter hereof.

       

      (d)
         Succession
        and Assignment. 
        This
        Agreement shall be binding upon and inure to the benefit of the Parties named
        herein and their respective successors and permitted assigns. No Party may
        assign either this Agreement or any of its rights, interests, or obligations
        hereunder without the prior written approval of the other Party; provided,
        however,
        that
        Buyer may (i) assign any or all of its rights and interests hereunder to
        one or
        more of its Affiliates and (ii) designate one or more of its Affiliates to
        perform its obligations hereunder (in any or all of which cases Buyer
        nonetheless shall remain responsible for the performance of all of its
        obligations hereunder).

       

      (e)
         Counterparts. 
        This
        Agreement may be executed in one or more counterparts (including by means
        of
        facsimile), each of which shall be deemed an original but all of which together
        shall constitute one and the same instrument.

       

      (f)
         Headings. 
        The
        section headings contained in this Agreement are inserted for convenience
        only
        and shall not affect in any way the meaning or interpretation of this
        Agreement.

       

      (g)
         Notices. 
        All
        notices, requests, demands, claims, and other communications hereunder shall
        be
        in writing. Any notice, request, demand, claim, or other communication hereunder
        shall be deemed duly given (i) when delivered personally to the recipient,
        (ii)
        2 business days after being sent to the recipient by reputable overnight
        courier
        service (charges prepaid), addressed to the intended recipient as set forth
        below, or (iii) 1 business day after being sent to the recipient by facsimile
        transmission or electronic mail: 

       

      
        
          	
                  If
                    to Seller: 

                	
                  with
                    a copy to:

                
	 	 
	
                  Cuchulainn
                    Holdings, Inc.

                	
                  Barry
                    Miller, Esq.

                
	
                  c/o
                    Shirley y Asociados

                	
                  Casa
                    9, Calle 5, Villa Zaita

                
	
                  Edificio
                    ADR, Piso 13

                	
                  Las
                    Cumbres, Republic of Panama

                
	
                  Avenida
                    Samuel Lewis, Obarrio

                	 
	
                  Panama
                    City, Republic of Panama

                	 
	
                  T:
                    +507 269-2255

                	
                  T:
                    +507 6747-0100

                
	
                  F:
                    +507 269-1552

                	
                  F:
                    + 1 248.479-5395

                
	 	 
	
                  If
                    to Buyer and Merger Sub:

                	
                  with
                    a copy to:

                
	 	 
	
                  NanoSensors,
                    Inc.

                	
                  Becker
                    & Poliakoff, LLP

                
	
                  Attn:
                    Josh Moser

                	
                  Attn:
                    Victor J. DiGioia, Esq.

                
	
                  1475
                    Veterans Blvd.

                	
                  45
                    Broadway, 11th Floor

                
	
                  Redwood
                    City, CA 94063

                	
                  New
                    York, NY 10006

                
	
                  P:
                    408.306.5956

                	
                  P:
                    212.599.3322

                
	
                  F:
                    650.618.1483

                	
                  F:
                    212.557.0295

                


        

         

      

      Any
        Party
        may change the address to which notices, requests, demands, claims, and other
        communications hereunder are to be delivered by giving the other Party notice
        in
        the manner herein set forth.

       

      (h)
        Governing
        Law.  This
        Agreement shall be governed by and construed in accordance with the domestic
        laws of Panama without giving effect to any choice or conflict of law provision
        or rule that would cause the application of the laws of any
        jurisdiction.
        

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      (i)
        Amendments
        and Waivers. 
        The
        Parties may mutually amend any provision of this Agreement at any time prior
        to
        the Effective Time with the prior authorization of their respective boards
        of
        directors; provided, however, that any amendment effected subsequent to
        stockholder approval will be subject to the restrictions contained in the
        Law
        32. No amendment of any provision of this Agreement shall be valid unless
        the
        same shall be in writing and signed by Buyer, Merger Sub and Seller. No waiver
        by any Party of any provision of this Agreement or any default,
        misrepresentation, or breach of warranty or covenant hereunder, whether
        intentional or not, shall be valid unless the same shall be in writing and
        signed by the Party making such waiver nor shall such waiver be deemed to
        extend
        to any prior or subsequent default, misrepresentation, or breach of warranty
        or
        covenant hereunder or affect in any way any rights arising by virtue of any
        prior or subsequent such default, misrepresentation, or breach of warranty
        or
        covenant.

       

      (j)
        Severability. 
        Any term
        or provision of this Agreement that is invalid or unenforceable in any situation
        in any jurisdiction shall not affect the validity or enforceability of the
        remaining terms and provisions hereof or the validity or enforceability of
        the
        invalid or unenforceable term or provision in any other situation or in any
        other jurisdiction.

       

      (k)
        Expenses. 
        Each
        Party will bear its own costs and expenses (including legal fees and expenses)
        incurred in connection with this Agreement and the transactions contemplated
        hereby, except as otherwise provided in this Agreement. 

       

      (l)
        Construction. 
        The
        Parties have participated jointly in the negotiation and drafting of this
        Agreement. In the event that an ambiguity or question of intent or
        interpretation arises, this Agreement shall be construed as if drafted jointly
        by the Parties and no presumption or burden of proof shall arise favoring
        or
        disfavoring any Party by virtue of the authorship of any of the provisions
        of
        this Agreement. Any reference to any federal, state, local, or foreign statute
        or law shall be deemed also to refer to all rules and regulations promulgated
        thereunder, unless the context requires otherwise. The word “including” shall
        mean including without limitation. Nothing disclosed by one party to the
        other
        party shall be deemed adequate to disclose an exception to a representation
        or
        warranty made herein unless such disclosure identifies the exception with
        reasonable particularity and describes the relevant facts in reasonable detail.
        Without limiting the generality of the foregoing, the mere listing (or inclusion
        of a copy) of a document or other item shall not be deemed adequate to disclose
        an exception to a representation or warranty made herein (unless the
        representation or warranty has to do with the existence of the document or
        other
        item itself). 

       

      (m)
        Incorporation
        of Exhibits and Schedules. 
        The
        Exhibits and Schedules identified in this Agreement are incorporated herein
        by
        reference and made a part hereof.

       

      (n)
        Specific
        Performance. 
        Each
        Party acknowledges and agrees that the other Party would be damaged irreparably
        in the event any provision of this Agreement is not performed in accordance
        with
        its specific terms or otherwise is breached, so that a Party shall be entitled
        to injunctive relief to prevent breaches of the provisions of this Agreement
        and
        to enforce specifically this Agreement and the terms and provisions hereof,
        in
        addition to any other remedy to which such Party may be entitled, at law
        or in
        equity. 

       

      (o)
        Submission
        to Jurisdiction.
        Each of
        the Parties submits to the jurisdiction of the State of Nevada, in any action
        or
        proceeding arising out of or relating to this Agreement and agrees that all
        claims in respect of the action or proceeding may be heard and determined
        in any
        such court; except that any action or proceeding arising out of the Agreement
        of
        Merger attached hereto as Exhibit B shall be heard before the Courts of Panama.
        Except as provided in the previous sentence, each Party agrees not to bring
        any
        action or proceeding arising out of or relating to this Agreement in any
        other
        court. Each of the Parties waives any defense of inconvenient forum to the
        maintenance of any action or proceeding so brought and waives any bond, surety,
        or other security that might be required of any other Party with respect
        thereto. 

       

      (p)
        Governing
        Language. 
        This
        Agreement has been negotiated and executed by the Parties in English. In
        the
        event any translation of this Agreement is prepared for convenience or any
        other
        purpose, the provisions of the English version shall prevail, except as
        otherwise provided by law.

       

       

      *
        * * * *


       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the Parties hereto have executed this Agreement on as of
        the
        date first above written.

       

       

      
        	 	 	 
	 	NANOSENSORS,
                INC.
	 
 	 
 	 
 
	 	By:  	/s/
                Robert Baron
	 	
                
Name:
                Robert Baron
	 	Title:
                Interim CEO




       

      
        
          	 	 	 
	 	CUCHULAINN
                  ACQUISITION INC.
	 
 	 
 	 
 
	 	By:  	/s/
                  GuillermoVergara
	 	
                  
Name:
                  Guillermo Vergara
	 	Title:
                  President


        

      

      


      
         

        
          	 	 	 
	 	CUCHULAINN
                  HOLDINGS, INC.
	 
 	 
 	 
 
	 	By:  	/s/
                  Juan
                  Montes
	 	
                  
Name:
                  Juan Montes
	 	Title:
                  President




        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        

      

      


      


      EXHIBIT
        INDEX

      


      


      


      
        	
                Exhibit

              	
                Description

              
	 	 
	
                A

              	
                List
                  of Seller Stockholders

              
	 	 
	
                B

              	
                Agreement
                  of Merger

              
	 	 
	
                C

              	
                Articles
                  of Incorporation of Merger Sub (See Exhibit B)

              
	 	 
	
                D

              	
                Form
                  of Investment Representation Statement


              


      

      


      
        
          
          

        

        
          25