Unassociated Document


    EXHIBIT 10.1

     

    AGREEMENT
AND PLAN OF MERGER

    


    THIS AGREEMENT AND PLAN OF
MERGER is made as of the 3rd day of March, 2009

    


    AMONG:

    


    TRICORD HURRICANE HOLDINGS,
INC., a corporation formed pursuant to the laws of the State of Nevada
and having an office for business located at 2511 South Cincinnati Ave., Tulsa,
OK 74114

     

    (“TriCord”)

    


    
      AND:

    

    


    ARIA ACQUISITION, INC., a
corporation formed pursuant to the laws of the State of Nevada and a wholly
owned subsidiary of TriCord

    


    (the
“Acquirer”)

    


    AND:

    


    ARIA INTERNATIONAL,
INCORPORATED, a corporation formed pursuant to the laws of the State of
Delaware and having an office for business located at 4821 29th Street,
Arlington, VA 22207.

    


    (“ARIA”)

    


    
      WHEREAS:

    

    


    A.    ARIA is a
Delaware corporation which specializes in special surveillance and
communications solutions;

    


    B.    The ARIA
shareholders own an aggregate of 10,000,000 ARIA Shares, being 100% of the
presently issued and outstanding ARIA Shares;

    


    C.    TriCord is a
reporting company whose common stock is quoted on the OTC Bulletin Board and
which has been engaged in a search for potential merger and acquisition
candidates; and

    


    D.    The
respective Boards of Directors of TriCord, ARIA and the Acquirer deem it
advisable and in the best interests of TriCord, ARIAand the Acquirer that the
Acquirer merge with and into ARIA (the “Merger”) pursuant to this Agreement and
the Certificate of Merger, and the applicable provisions of the laws of the
State of Nevada.

    


    NOW THEREFORE, WITNESSETH THAT
in consideration of the premises and the mutual covenants, agreements,
representations and warranties contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:

    


    


    ARTICLE
1

    DEFINITIONS
AND INTERPRETATION

    


    Definitions

    


    
      	
              1.1  

            	
              In
      this Agreement the following terms will have the following
      meanings:

            


    

    


    
      
        	
                                    (a)    

              	
                “Acquisition Shares”
      means the 88,815,000 TriCord Common Shares, which shares are to be issued
      and delivered to the ARIA Shareholders at
  Closing;

              


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        	
                                    (b)            
      

              	
                “Agreement” means this
      agreement and plan of merger among TriCord, the Acquirer, and
      ARIA;

              


      

    

    


    
      
        	
                                    (c)            

              	
                “ARIA Accounts
      Receivable” means all accounts receivable and other amounts owing
      to ARIA;

              


      

    

    


    
      
        	
                                    (d)            
      

              	
                “ARIA Assets” means all
      the property and assets of the ARIA Business of every kind and description
      wherever situated including, without limitation, ARIA Inventory, ARIA
      Material Contracts, ARIA Accounts Receivable, ARIA Cash, ARIA Intangible
      Assets and ARIA Goodwill, and all credit cards, charge cards and banking
      cards issued to ARIA;

              


      

    

    


    
      
        	
                                     (e)           
      

              	
                “ARIA Business” means all
      aspects of the business conducted by ARIA and its
      subsidiaries;

              


      

    

    


    
      
        	
                                     (f)            
      

              	
                “ARIA Cash” means all
      cash on hand or on deposit to the credit of ARIA on the Closing
      Date;

              


      

    

    


    
      
        	
                                     (g)           
      

              	
                “ARIA Common Shares” means the shares
      of common stock, par value $0.001, in the capital of
  Aria;

              


      

    

    


    
      
        	
                                     (h)           
      

              	
                “ARIA Financial
      Statements” means collectively, the audited financial statements of
      ARIA for the fiscal year ending December 31, 2008, which shall be
      delivered at Closing, all of which will be prepared in accordance with
      United States generally accepted accounting principles and the
      requirements of Regulation S-X as promulgated by the
      Commission;

              


      

    

    


    
      
        	
                                     (i)            
      

              	
                “ARIA Goodwill” means the
      goodwill of the ARIA Business together with the exclusive right of ARIA to
      represent itself as carrying on the ARIA Business in succession of ARIA
      subject to the terms hereof, and the right to use any words indicating
      that the ARIA Business is so carried on including the right to use the
      name “ARIA” or any variation thereof as part of the name of or in
      connection with the ARIA Business or any part thereof carried on or to be
      carried on by ARIA, the right to all corporate, operating and trade names
      associated with the ARIA Business, or any variations of such names as part
      of or in connection with the ARIA Business, all telephone listings and
      telephone advertising contracts, all lists of customers, books and records
      and other information relating to the ARIA Business, all necessary
      licenses and authorizations and any other rights used in connection with
      the ARIA Business;

              


      

    

    


    
      
        
          	
                                       (j)            
      

                	
                  “ARIA Intangible Assets” means
      all of the intangible assets of ARIA, including, without limitation, ARIA
      Goodwill, all trademarks, logos, copyrights, designs, and other
      intellectual and industrial property of
ARIA;

                


        

      

    

    


    
      
        
          	
                                       (k)           
      

                	
                  “ARIA Inventory” means all
      inventory and supplies of the ARIA Business as of September 30, 2008 as
      increased or decreased in the ordinary course of
  business;

                


        

      

    

    


    
      
        
          	
                                       (l)            
      

                	
                  “ARIA Material Contracts”
      means the burden and benefit of and the right, title and interest of ARIA
      in, to and under all trade and non-trade contracts, engagements or
      commitments, whether written or oral, to which ARIA is entitled in
      connection with the ARIA Business under which ARIA is obligated to pay or
      entitled to receive the sum of Ten Thousand Dollars ($10,000) or more
      annually including, without limitation, any pension plans, profit sharing
      plans, bonus plans, loan agreements, security agreements, indemnities and
      guarantees, any agreements with employees, lessees, licensees, managers,
      accountants, suppliers, agents, distributors, officers, directors,
      attorneys or others which cannot be terminated without liability on not
      more than one month’s notice;
and

                


        

      

    

    


    
      
        	
                                     (m)          
      

              	
                “ARIA Shareholders” means all
      of the holders of the issued and outstanding ARIA
  Shares;

              


      

    

    


    
      
        	
                                     (n)           
      

              	
                “Closing” means the
      completion, on the Closing Date, of the transactions contemplated hereby
      in accordance with Article 9
hereof;

              


      

    

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    
      
        	
                                     (o)           
      

              	
                “Closing Date” means the
      day on which all conditions precedent to the completion of the transaction
      as contemplated hereby have been satisfied or
  waived;

              


      

    

    


    
      
        	
                                     (p)           
      

              	
                “Commission” means the
      Securities and Exchange
Commission;

              


      

    

    


    
      
        	
                                     (q)           
      

              	
                “DGCL” means the Delaware
      General Corporation Law;

              


      

    

    


    
      
        	
                                     (r)            
      

              	
                “Effective Time” means
      the date of the filing of an appropriate Certificate of Merger in the form
      required by the State of Nevada provided that the Merger shall become
      effective as provided in the
DGCL;

              


      

    

    


    
      
        	
                                     (s)           
      

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

              


      

    

    


    
      
        	
                                     (t)            
      

              	
                “Merger” means the
      merger, at the Effective Time, of ARIA and the Acquirer pursuant to this
      Agreement;

              


      

    

    


    
      
        	
                                     (u)           
      

              	
                “Milestone 1 Shares”
      shall have the meaning set forth in Section 10.2
  hereof;

              


      

    

    


    
      
        	
                                     (v)           
      

              	
                “Milestone 2 Shares”
      shall have the meaning set forth in Section 10.2
  hereof;

              


      

    

    


    
      
        	
                                     (w)          
      

              	
                “NRS” means the Nevada
      Revised Statutes

              


      

    

    


    
      
        	
                                      (x)           
      

              	
                “Place of Closing” means
      the offices of Sichenzia Ross Friedman Ference LLP, or such other place as
      TriCord and ARIA may mutually agree
upon;

              


      

    

    


    
      
        	
                                      (y)          
      

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

              


      

    

    


    
      
        	
                                      (z)           
      

              	
                “SEC Reports” means all
      forms, reports and documents filed and required to be filed by TriCord
      with the Commission under the Exchange
Act;

              


      

    

    


    
      
        	
                                      (aa)         
      

              	
                “Surviving Company” means
      ARIA following the merger with the
Acquirer;

              


      

    

    


    
      
        	
                                      (bb)        
      

              	
                “TriCord Business” means all
      aspects of any business conducted by TriCord and its
      subsidiaries;

              


      

    

    


    
      
        	
                                      (cc)         
      

              	
                “TriCord Common Shares” means
      the shares of common stock, par value $0.001, in the capital of
      TriCord;

              


      

    

    


    
      
        	
                                      (dd)        
      

              	
                “TriCord Financial Statements”
      means, collectively, the audited financial statements of TriCord for the
      two fiscal years ended December 31, 2007 and 2006, and the unaudited
      financial statements of TriCord for the period ending September 30,
      2008;

              


      

    

    


    Any other
terms defined within the text of this Agreement will have the meanings so
ascribed to them.

    


    Captions
and Section Numbers

    


    1.2              The
headings and section references in this Agreement are for convenience of
reference only and do not form a part of this Agreement and are not intended to
interpret, define or limit the scope, extent or intent of this Agreement or any
provision hereof.

    


    Section
References and Schedules

    


    1.3              Any
reference to a particular “Article”, “section”, “paragraph”, “clause” or other
subdivision is to the particular Article, section, clause or other subdivision
of this Agreement and any reference to a Schedule by letter will mean the
appropriate Schedule attached to this Agreement and by such reference the
appropriate Schedule is incorporated into and made part of this
Agreement.

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

    
Severability
of Clauses

    


    1.4              If
any part of this Agreement is declared or held to be invalid for any reason,
such invalidity will not affect the validity of the remainder which will
continue in full force and effect and be construed as if this Agreement had been
executed without the invalid portion, and it is hereby declared the intention of
the parties that this Agreement would have been executed without reference to
any portion which may, for any reason, be hereafter declared or held to be
invalid.

    


    ARTICLE
2

    THE
MERGER

    


    The
Merger

    


    2.1              At
Closing, the Acquirer shall be merged with and into ARIA pursuant to this
Agreement and the separate corporate existence of the Acquirer shall cease and
ARIA, as it exists from and after the Closing, shall be the Surviving
Company.

    


    Effect
of the Merger

    


    2.2              The
Merger shall have the effect provided therefore by the NRS. Without limiting the
generality of the foregoing, and subject thereto, at Closing (i) all the rights,
privileges, immunities, powers and franchises, of a public as well as of a
private nature, and all property, real, personal and mixed, and all debts due on
whatever account, including without limitation subscriptions to shares, and all
other choices in action, and all and every other interest of or belonging to or
due to ARIA or the Acquirer, as a group, subject to the terms hereof, shall be
taken and deemed to be transferred to, and vested in, the Surviving Company
without further act or deed; and all property, rights and privileges,
immunities, powers and franchises and all and every other interest shall be
thereafter as effectually the property of the Surviving Company, as they were of
ARIA and the Acquirer, as a group, and (ii) all debts, liabilities, duties and
obligations of ARIA and the Acquirer, as a group, subject to the terms hereof,
shall become the debts, liabilities and duties of the Surviving Company and the
Surviving Company shall thenceforth be responsible and liable for all debts,
liabilities, duties and obligations of ARIA and the Acquirer, as a group, and
neither the rights of creditors nor any liens upon the property of ARIA or the
Acquirer, as a group, shall be impaired by the Merger, and may be enforced
against the Surviving Company.

    


    Articles
of Incorporation; Bylaws; Directors and Officers

    


    2.3              The
Articles of Incorporation of the Surviving Company from and after the Closing
shall be the Articles of Incorporation of TriCord as in effect immediately prior
to the Closing until thereafter amended in accordance with the provisions
therein and as provided by the applicable provisions of the NRS.  The
Bylaws of the Surviving Company from and after the Closing shall be the Bylaws
of TriCord as in effect immediately prior to the Closing, continuing until
thereafter amended in accordance with their terms, the Articles of Incorporation
of the Surviving Company and as provided by the NRS.  The directors
and officers of the Surviving Company from and after the Closing shall be the
directors and officers of ARIA immediately prior to the Closing.

    


    Conversion
of Securities

    


    2.4              At
the Effective Time, by virtue of the Merger and without any action on the part
of the Acquirer or ARIA, the shares of capital stock of each of ARIA and the
Acquirer shall be converted as follows:

    


    
      
        	
                                   (a)  

              	
                Capital Stock of the
      Acquirer. Each issued and outstanding share of the Acquirer’s
      capital stock shall continue to be issued and outstanding and shall be
      converted into one share of validly issued, fully paid, and non-assessable
      common stock of the Surviving Company. Each stock certificate of the
      Acquirer evidencing ownership of any such shares shall continue to
      evidence ownership of such shares of capital stock of the Surviving
      Company.

              


      

    

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    
      
        	
                                   (b)  

              	
                Conversion of
      ARIA
      Shares. Each
      ARIA Share that is issued and outstanding at the Effective Time, shall
      automatically be cancelled and extinguished and converted, without any
      action on the part of the holder thereof, into the right to receive 8.8815
      Acquisition Shares for each ARIA Share. All such ARIA Shares, when so
      converted, shall no longer be outstanding and shall automatically be
      cancelled and retired and shall cease to exist, and each holder of a
      certificate representing any such shares shall cease to have any rights
      with respect thereto, except the right to receive the Acquisition Shares
      paid in consideration therefor upon the surrender of such certificate in
      accordance with this
Agreement.

              


      

    

    


    
      2.5      Dissenting
Shareholders

    

    


    
      
        	
                                   (a)      
      

              	
                Notwithstanding
      any provision of this Agreement to the contrary, each share of ARIA common
      stock that is issued and outstanding immediately prior to the Closing and
      that is held by a shareholder of ARIA who has not voted in favor of this
      Agreement or consented thereto in writing and who shall have otherwise
      perfected such holder’s dissenters’ rights in accordance with and as
      contemplated by Section 262 of the DGCL (each such shareholder, a
      “Dissenting Stockholder”, and each share of ARIA common stock held by such
      shareholder, a “Dissenting Share”) shall not be canceled, extinguished and
      converted, but shall be entitled to receive from the Surviving Corporation
      the value of the shares of ARIA common stock held by such Dissenting
      Stockholder as determined pursuant to Section 262 of the DGCL; provided,
      however, that if such Dissenting Stockholder fails to perfect, or
      effectively withdraws or loses such holder’s right to appraisal of and
      payment for such holder’s shares under Section 262 of the DGCL, each share
      of ARIA common stock of such Dissenting Stockholder shall thereupon be
      deemed to have been converted into and to have become exchangeable for, as
      of the Closing, the right to receive shares of TriCord common stock, and
      such share of ARIA common stock shall no longer be a Dissenting
      Share.  In such event, ARIA shall deliver the number of shares
      of TriCord common Stock to which such shareholder is entitled (without
      interest) upon surrender by such shareholder of the certificate or
      certificates representing the shares of ARIA common stock held by such
      shareholder.

              


      

    

    


    
      
        	
                                    (b)     
      

              	
                ARIA
      shall provide notice in accordance with the DGCL to each shareholder that
      is entitled to appraisal rights; provided that if the ARIA shareholders
      have approved the Merger by written consent pursuant to Section 228 of the
      DGCL, ARIA shall provide notice promptly, and in any event within five (5)
      business days, after such stockholder approval is
      obtained.  ARIA shall give prompt notice to TriCord of any
      demands received by ARIA for appraisal of shares of ARIA common
      stock.  The Surviving Corporation shall promptly pay to any
      Dissenting Stockholder any and all amounts due and owing to such holder as
      a result of any settlement of, or determination by the court of the city
      or county in Virginia where its registered office is
      located  with respect to, such
  demands.

              


      

    

    


    ARTICLE
3

    REPRESENTATIONS
AND WARRANTIES

    OF
TRICORD

    


    Representations
and Warranties

    


    3.1              TriCord
and the Acquirer jointly and severally represent and warrant in all material
respects to ARIA, with the intent that ARIA will rely thereon in entering into
this Agreement and in approving and completing the transactions contemplated
hereby, that:

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

    TriCord
- Corporate Status and Capacity

    


    
      	
              (a)      
        

            	
              Incorporation.
      TriCord is a corporation duly incorporated and validly existing under the
      laws of the State of Nevada, and is in good standing with the office of
      the Secretary of State for the State of
Nevada.

            


    

    


    
      	
              (b)     
        

            	
              Carrying on
      Business. TriCord and its subsidiaries, currently do not carry on
      any material business activity in any jurisdiction. The nature of the
      TriCord Business does not require TriCord and its subsidiaries to
      register or otherwise be qualified to carry on business in any
      jurisdiction other than the respective states of their organization, where
      TriCord and its subsidiaries  are each dully qualified and
      authorized to do business;

            


    

    


    
      	
              (c)        

            	
              Corporate
      Capacity. TriCord has the corporate power, capacity and authority
      to own its assets and to enter into and complete this
      Agreement;

            


    

    


    
      	
              (d)     
        

            	
              Reporting Status;
      Listing. TriCord’s common stock is not registered under Section
      12(g) of the Exchange Act and TriCord is not required to file current
      reports with the Commission pursuant to Section 13(a) of the Exchange Act.
      The TriCord Common Shares are quoted on the OTC Bulletin Board under the
      symbol “TRIH”. None of TriCord’s subsidiaries has common stock that is
      registered under Section 12(g) of the Exchange Act and none of TriCord’s
      subsidiaries is required to file current reports with Commission pursuant
      to Section 13(a) or 15(d) of the Exchange
Act;

            


    

    


    
      	
              (e)     
        

            	
              SEC Reports.
      TriCord has filed all SEC Reports with the Commission under the Securities
      Act and the Exchange Act, including pursuant to Section 13(a) or 15(d)
      thereof, for the two years preceding the date hereof (or such shorter
      period as TriCord was required by law or regulation to file such material)
      on a timely basis or has received a valid extension of time of filing ans
      has filed any such reports prior to the expiration of any such extension..
      The SEC Reports, at the time filed, complied as to form in all material
      respects with the requirements of the Exchange Act. None of the SEC
      Reports, including without limitation any financial statements or
      schedules included therein, contains any untrue statements of a material
      fact or omits to state a material fact necessary in order to make the
      statements made, in light of the circumstances under which they were made,
      not misleading;

            


    

    


    Acquirer
- Corporate Status and Capacity

    


    
      	
              (f)     
        

            	
              Incorporation.
      The Acquirer is a corporation duly incorporated and validly existing under
      the laws of the State of Nevada, and is in good standing with the office
      of the Secretary of State for the State of
  Nevada;

            


    

    


    
      	
              (g)    
        

            	
              Carrying on
      Business. Other than corporate formation and organization, the
      Acquirer has not carried on business activities to
  date;

            


    

    


    
      	
              (h)    
        

            	
              Corporate
      Capacity. The Acquirer has the corporate power, capacity and
      authority to enter into and complete this
  Agreement;

            


    

    


    
      TriCord
- Capitalization

    

    


    
      	
              (i)     
        

            	
              Authorized
      Capital. The authorized capital of TriCord consists of 300,000,000
      shares of common stock, $0.001 par value, of which 57,103,7721shares are presently issued
      and outstanding and 10,000,000 shares of Preferred Stock, no par value, of
      which 0 shares are presently issued and
  outstanding..

            


    

     

    ___________________________

    1 Not including (i) 4,000,000 shares issuable under the
current private placement memorandum dated February 20, 2009; (ii) warrants to
acquire 2,106,388 shares which remain unexercised; and (iii) the Acquisition
Shares to be issued pursuant to thie Agreement.

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

     

    
      	
              (j)     
        

            	
              No Option.
      Except as provided in, contemplated by, or set forth in this Agreement or
      the SEC Reports, no person, firm or corporation has any agreement or
      option or any right capable of becoming an agreement or option for the
      acquisition of any common or preferred shares of TriCord or for the
      purchase, subscription or issuance of any of the unissued shares in the
      capital of TriCord;

            


    

    


    Acquirer
- Capitalization

    


    
      	
              (k)    
        

            	
              Authorized
      Capital. The authorized capital of the Acquirer consists of 300
      shares of common stock, of which 300 shares of common stock are presently
      issued and outstanding and which are owned by
  TriCord;

            


    

    


    
      	
              (l)     
        

            	
              No Option. No
      person, firm or corporation has any agreement or option or any right
      capable of becoming an agreement or option for the acquisition of any
      common or preferred shares in Acquirer or for the purchase, subscription
      or issuance of any of the unissued shares in the capital of
      Acquirer;

            


    

    


    
      TriCord
- Records and Financial Statements

    

    


    
      	
              (m)      

            	
              Charter
      Documents. The charter documents of TriCord and the Acquirer are as
      set forth as exhibits to the officers certificate to be delivered at
      Closing pursuant to Section 9.3
hereof;

            


    

    


    
      	
              (n)    
        

            	
              Corporate Minute
      Books.  TriCord and its subsidiaries, are not in
      violation or breach of, or in default with respect to, any term of their
      respective Certificates of Incorporation (or other charter documents) or
      by-laws;

            


    

    


    
      	
              (o)    
        

            	
              TriCord Financial
      Statements. The TriCord Financial Statements present fairly, in all
      material respects, the assets and liabilities (whether accrued, absolute,
      contingent or otherwise) of TriCord, including the assets and liabilities,
      if any of TriCord’s subsidiaries, as of the respective dates thereof, and
      the results of operations and changes in financial position of TriCord
      during the period covered thereby, in all material respects and have been
      prepared in accordance with generally accepted accounting principles
      consistently applied throughout the periods
  indicated;

            


    

    


    
      	
              (p)      

            	
              TriCord Accounts Payable and
      Liabilities. Except for the TriCord accounts payable balance of
      $53,799.14 as of March 2, 2009, there are no material liabilities,
      contingent or otherwise, of TriCord or its subsidiaries, which are not
      reflected in the TriCord Financial Statements except those incurred in the
      ordinary course of business since the date of the TriCord Financial
      Statements, and neither TriCord nor its subsidiaries have guaranteed or
      agreed to guarantee any debt, liability or other obligation of any person,
      firm or corporation;

            


    

    


    
      	
              (q)   
        

            	
              TriCord Accounts
      Receivable. There are no accounts receivable of TriCord or any of
      TriCord’s subsidiaries; which are not reflected in the TriCord Financial
      Statements except those incurred in the ordinary course of business since
      the date of the TriCord Financial Statements, and neither TriCord nor its
      subsidiaries have guaranteed or agreed to guarantee any debt, liability or
      other obligation of any person, firm or
  corporation;

            


    

    


    
      	
              (r)      

            	
              No Debt. Except
      for the amount payable to the Oklahoma Center for the Advancement of
      Science and Technology (OCAST) as of March 2, 2009 in the aggregate amount
      of $160,000, which is due no later than July 2012, neither TriCord nor its
      subsidiaries are, on the date hereof and on Closing, materially
      indebted to any, person or entity or other third party, including any
      affiliate, director or officer of
TriCord;

            


    

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

     

    
      	(s)     	      
              No Related Party Debt
      to TriCord. No
      director or officer or affiliate of TriCord or its subsidiaries, is
      now indebted to or under any financial obligation to TriCord or its
      subsidiaries on any account whatsoever, except for advances on account of
      travel and other expenses not exceeding One Thousand Dollars ($1,000) in
      total; 

            


    

    


    
    

    
      	
              (t)     

            	
              No Dividends.
      No dividends or other distributions on any shares in the capital of
      TriCord have been made, declared or authorized since the date of the
      TriCord Financial Statements;

            


    

    


    
      	
              (u) 
        

            	
              No Payments. No
      payments of any kind have been made or authorized since the date of the
      TriCord Financial Statements to or on behalf of officers, directors,
      shareholders or employees of TriCord or its subsidiaries or under any
      management agreements with TriCord or its subsidiaries, except payments
      made in the ordinary course of business and at the regular rates of salary
      or other remuneration payable to
them;

            


    

    


    
      	
              (v) 
        

            	
              No Pension
      Plans. Except as disclosed in the SEC Reports, there are no
      pension, profit sharing, group insurance or similar plans or other
      deferred compensation plans affecting TriCord or its
      subsidiaries;

            


    

    


    
      	
              (w)   

            	
              No Adverse
      Events. Since September 30,
2008,

            


    

    


    
      	
              (i)        
        

            	
              there
      has not been any material adverse change in the properties, results of
      operations, financial position or condition (financial or otherwise) of
      TriCord, its subsidiaries, its assets or liabilities or any damage, loss
      or other change in circumstances materially affecting TriCord, the TriCord
      Business or TriCord’s right to carry on the TriCord Business, other than
      non-material changes in the ordinary course of business or as contemplated
      pursuant to this Agreement,

            


    

    


    
      	
              (ii)       
        

            	
              there
      has not been any damage, destruction, loss or other event (whether or not
      covered by insurance) materially and adversely affecting TriCord, its
      subsidiaries, or the TriCord
Business,

            


    

    


    
      	
              (iii)      
        

            	
              there
      has not been any material increase in the compensation payable or to
      become payable by TriCord to any of TriCord’s officers, employees or
      agents or any bonus, payment or arrangement made to or with any of
      them,

            


    

    


    
      	
              (iv)        

            	
              the
      TriCord Business has been and continues to be carried on in the ordinary
      course,

            


    

    


    
      	
              (v)      
        

            	
              TriCord
      has not waived or surrendered any right of material
  value,

            


    

    


    
      	
              (vi)     
        

            	
              Neither
      TriCord nor its subsidiaries have discharged, satisfied or paid any lien
      or encumbrance or obligation or liability other than current liabilities
      in the ordinary course of business;
and

            


    

    


    
      	
              (vii)       

            	
              no
      capital expenditures have been authorized or made by
    TriCord.

            


    

    


    TriCord
- Income Tax Matters

    


    
      	
              (x) 
        

            	
              Tax Returns. As
      of the Closing Date, all tax returns of TriCord and its subsidiaries,
      required by law to be filed have been filed and are true, complete and
      correct, and any taxes payable in accordance with any return filed by
      TriCord and its subsidiaries, or in accordance with any notice of
      assessment or reassessment issued by any taxing authority have been so
      paid and no amounts are owed to any taxing authority as of the Closing
      Date. Without limiting the generality of the foregoing, TriCord hereby
      repreents that no amounts are owed to any taxing authorities by TriCord
      and/or its subsidiaries, for the period commencing on the
      formation(incorporation) of TriCord though the Closing
    Date;

            


    

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

    
 

    
      	
              (y) 
        

            	
              Current Taxes.
      Adequate provisions have been made for taxes payable for the current
      period for which tax returns are not yet required to be filed and there
      are no agreements, waivers, or other arrangements providing for an
      extension of time with respect to the filing of any tax return by, or
      payment of, any tax, governmental charge or deficiency by TriCord or its
      subsidiaries.  There are no contingent tax liabilities or any
      grounds which would prompt a reassessment including aggressive treatment
      of income and expenses in filing earlier tax returns for TriCord or its
      subsidiaries;

            


    

    


    TriCord
- Applicable Laws and Legal Matters

    


    
      	
              (z)  
        

            	
              Licenses.
      TriCord and its subsidiaries hold all licenses and permits as may be
      requisite for carrying on the TriCord Business in the manner in which it
      has heretofore been carried on, which licenses and permits have been
      maintained and continue to be in good standing except where the failure to
      obtain or maintain such licenses or permits would not have a material
      adverse effect on the TriCord
Business;

            


    

    


    
      	
              (aa)  

            	
              Applicable
      Laws. Neither TriCord nor its subsidiaries have been charged with
      or received notice of breach of any laws, ordinances, statutes,
      regulations, by-laws, orders or decrees to which they are subject or which
      apply to them the violation of which would have a material adverse effect
      on the TriCord Business, and to TriCord’s knowledge, neither TriCord nor
      its subsidiaries are in breach of any laws, ordinances, statutes,
      regulations, bylaws, orders or decrees the contravention of which would
      result in a material adverse impact on the TriCord
    Business;

            


    

    


    
      	
              (bb)  

            	
              Pending or Threatened
      Litigation. There is no litigation or administrative or
      governmental proceeding pending or threatened against or relating to
      TriCord, its subsidiaries, or the TriCord Business nor does TriCord have
      any knowledge of any act or omission of TriCord or its subsidiaries that
      would form any material basis for any such action or
      proceeding;

            


    

    


    
      	
              (cc)  

            	
              No Bankruptcy.
      Neither TriCord nor its subsidiaries have made any voluntary assignment or
      proposal under applicable laws relating to insolvency and bankruptcy and
      no bankruptcy petition has been filed or presented against TriCord or its
      subsidiaries and no order has been made or a resolution passed for the
      winding-up, dissolution or liquidation of TriCord or its
      subsidiaries;

            


    

    


    
      	
              (dd)  

            	
              Labor Matters.
      Neither TriCord nor its subsidiaries are party to any collective agreement
      relating to the TriCord Business with any labor union or other association
      of employees and no part of the TriCord Business has been certified as a
      unit appropriate for collective bargaining or, to the knowledge of
      TriCord, has made any attempt in that
regard;

            


    

    


    
      	
              (ee)  

            	
              Finder’s Fees. Unless
      otherwise disclosed, neither TriCord nor its subsidiaries are party to any
      agreement which provides for the payment of finder’s fees, brokerage fees,
      commissions or other fees or amounts which are or may become payable to
      any third party in connection with the execution and delivery of this
      Agreement and the transactions contemplated
  herein;

            


    

    


    Execution
and Performance of Agreement

    


    
      	
              (ff)
        

            	
              Authorization and
      Enforceability. The execution and delivery of this Agreement, and
      the completion of the transactions contemplated hereby, have been duly and
      validly authorized by all necessary corporate action on the part of
      TriCord and the Acquirer;

            


    

    


    
      	
              (gg)  

            	
              No Violation or
      Breach. The execution and performance of this Agreement will
      not:

            


    

    


    
      	
              (i)       
        

            	
              violate
      the charter documents of TriCord or the Acquirer or result in any breach
      of, or default under, any loan agreement, mortgage, deed of trust, or any
      other agreement to which TriCord or its subsidiaries are a
      party,

            


    

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    
      	
              (ii)      
        

            	
              give
      any person any right to terminate or cancel any agreement or any right or
      rights enjoyed by TriCord or its
subsidiaries,

            


    

    


    
      	
              (iii)     
        

            	
              result
      in any alteration of TriCord’s or its subsidiaries’ obligations under any
      agreement to which TriCord or its subsidiaries are
  party,

            


    

    


    
      	
              (iv)     
        

            	
              result
      in the creation or imposition of any lien, encumbrance or restriction of
      any nature whatsoever in favor of a third party upon or against the assets
      of TriCord,

            


    

    


    
      	
              (v)      
        

            	
              result
      in the imposition of any tax liability to TriCord or its subsidiaries
      relating to the assets of TriCord,
or

            


    

    


    
      	
              (vi)     
        

            	
              violate
      any court order or decree to which either TriCord or its subsidiaries is
      subject;

            


    

    


    The
TriCord Business

    


    
      	
              (hh)  

            	
              Maintenance of
      Business. Since the date of the TriCord Financial Statements,
      TriCord and its subsidiaries have not entered into any material agreement
      or commitment except in the ordinary course and except as provided in,
      contemplated by, or set forth in this Agreement, or in the SEC
      Reports;

            


    

    


    
      	
              (ii) 
        

            	
              Subsidiaries.
      Except for the Acquirer and TriCord Hurricane Products, Inc., a Florida
      corporation, TriCord does not own any subsidiaries and does not otherwise
      own, directly or indirectly, any shares or interest in any other
      corporation, partnership, joint venture or firm.  References in
      this Agreement to any subsidiaries of the TriCord shall include the
      Acquirer  and any other subsidiary that TriCord may have but has
      not disclosed in this Agreement;

            


    

    


    TriCord
- Acquisition Shares

    


    
      	
              (jj) 
        

            	
              Acquisition
      Shares. The Acquisition Shares when delivered to the holders of
      ARIA Shares pursuant to the Merger shall be validly issued and outstanding
      as fully paid and non-assessable shares and the Acquisition Shares shall
      be transferable upon the books of TriCord, in all cases subject to the
      provisions and restrictions of all applicable securities laws;
      and

            


    

    


    
      	
              (kk)  

            	
              Securities Law
      Compliance.  Except as set forth in the SEC Reports,
      TriCord has not issued any shares of its common stock (or securities
      convertible into or exercisable for shares of common
      stock).  Neither TriCord nor any person acting on its behalf has
      taken or will take any action (including, without limitation, any offering
      of any securities of TriCord under circumstances which would require the
      integration of such offering with the offering of the Acquisition Shares
      issued to the ARIA Shareholders) which subject the issuance or sale of
      such shares to the ARIA Shareholders to the registration requirements of
      Section 5 of the Securities Act.

            


    

    


    Non-Merger
and Survival

    


    3.2              The
representations and warranties of TriCord and the Acquirer contained herein are
true and correct as of the date of this Agreement and will be true at and as of
Closing in all material respects as though such representations and warranties
were made as of such time.  Notwithstanding the completion of the
transactions contemplated hereby, the waiver of any condition contained herein
(unless such waiver expressly releases a party from any such representation or
warranty) or any investigation made by the ARIA Shareholders, the
representations and warranties of TriCord shall survive the Closing for a period
of two (2) years.

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

    
Indemnity

    


    3.3              TriCord
shall indemnify and save harmless ARIA and the ARIA Shareholders from and
against any and all claims, demands, actions, suits, proceedings, assessments,
judgments, damages, costs, losses and expenses, including any payment made in
good faith in settlement of any claim, resulting from the breach by TriCord of
any representation, covenant or warranty made under this Agreement or from any
misrepresentation in or omission from any certificate or other instrument
furnished or to be furnished by TriCord and/or the Acquirer to ARIA
hereunder.

     

    ARTICLE
4

    COVENANTS
OF TriCord

    


    Covenants

    


    
      4.1      
TriCord
covenants and agrees with ARIA that TriCord will:

    

    


    


    
      	
              (a)    
        

            	
              Conduct of
      Business. Until the Closing, conduct its business diligently and in
      the ordinary course consistent with the manner in which it generally has
      been operated up to the date of execution of this
    Agreement;

            


    

    


    
      	
              (b)   
        

            	
              Access. Until
      the Closing, give the ARIA Shareholders and their representatives full
      access to all of the properties, books, contracts, commitments and records
      of TriCord, and furnish to the ARIA Shareholders and their representatives
      all such information as they may reasonably
  request;

            


    

    


    
      	
              (c)   
        

            	
              Procure
      Consents. Until the Closing, take all reasonable steps required to
      obtain, prior to Closing, any and all third party consents required to
      permit the Merger;

            


    

    


    
      	
              (d)   
        

            	
              Public
      Information.  Make and keep public information available,
      as those terms are understood and defined in Rule 144 (defined below);
      and

            


    

    


    
      	
              (e)   
        

            	
              SEC
      Filings.  File with the Commission in a timely manner,
      all reports and other documents required of TriCord under either the
      Securities Act or the Exchange Act.

            


    

    


    
      	
              (f)    
        

            	
              Tax Returns.
      TriCord shall on and after the Closing Date be responsible for any taxes
      owed or penalties thereon pertaining to the failure of TriCord and its
      subsidiaries to file tax returns with the appropriate jurisdictions for
      any periods prior to Closing.

            


    

    


    Authorization

    


    
      	
              4.2  

            	
              TriCord
      hereby agrees to authorize and direct any and all federal, state,
      municipal, foreign and international governments and regulatory
      authorities having jurisdiction respecting TriCord and its subsidiaries to
      release any and all information in their possession respecting TriCord and
      its subsidiaries to ARIA. TriCord shall promptly execute and deliver to
      ARIA any and all consents to the release of information and specific
      authorizations which ARIA reasonably requires to gain access to any and
      all such information.

            


    

    


    Reports
Under the Exchange Act

    


    
      	
              4.3  

            	
              With
      a view to making available to the ARIA Shareholders the benefits of Rule
      144 promulgated under the Securities Act or any other similar rule or
      regulation of the Commission that may at any time permit the ARIA
      Shareholders to sell securities of TriCord to the public without
      registration and without imposing restrictions arising under the federal
      securities laws on the purchases thereof (“Rule 144”), and provided that
      the applicable holding period imposed by Rule 144 has been met, TriCord
      agrees to furnish to each ARIA Shareholder, so long as such ARIA
      Shareholder owns TriCord Common Shares, promptly upon request, (i) a
      written statement by TriCord that it has complied with the reporting
      requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a
      copy of the most recent annual or quarterly report of TriCord and such
      other reports and documents so filed by TriCord, and (iii) such other
      information as may be reasonably requested to permit the ARIA Shareholders
      to sell such securities pursuant to Rule 144 without
      registration.

            


    

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

    
Survival

    


    
      	
              4.4  

            	
              The
      covenants set forth in this Article shall survive the Closing for the
      benefit of the ARIA Shareholders and shall continue to survive for a
      period not to exceed one year from the Closing
  Date.

            


    

    


    


    ARTICLE
5

    REPRESENTATIONS
AND WARRANTIES OF

    ARIA

    


    Representations
and Warranties

    


    5.1              ARIA
represents and warrants in all material respects to TriCord, with the intent
that it will rely thereon in entering into this Agreement and in approving and
completing the transactions contemplated hereby, that:

    


    ARIA-
Corporate Status and Capacity

    


    
      	
              (a)          
        

            	
              Incorporation.
      ARIA is a corporation duly incorporated and validly existing under the
      laws of the State of Delaware, and is in good standing with the office of
      the Secretary of State for the State of
  Delaware;

            


    

    


    
      	
              (b)          
        

            	
              Carrying on
      Business. ARIA carries on business primarily in the States of
      Virginia and California and does not carry on any material business
      activity in any other jurisdiction. The nature of the ARIA Business does
      not require ARIA to register or otherwise be qualified to carry on
      business in any other jurisdiction;

            


    

    


    
      	
              (c)          
        

            	
              Corporate
      Capacity. ARIA has the corporate power, capacity and authority to
      own the ARIA Assets and to carry on the ARIA Business and ARIA has the
      corporate power, capacity and authority to enter into and complete this
      Agreement;

            


    

    


    ARIA-
Capitalization

    


    
      	
              (d)          
        

            	
              Authorized
      Capital. The authorized capital of ARIA consists of 10,000,000
      shares of common stock, $0.001 par value, of which all 10,000,000 shares
      are presently issued and outstanding and 2,000,000 shares of Preferred
      Stock, .001 par value, of which 0 shares are presently issued and
      outstanding.

            


    

    


    
      	
              (e)          
        

            	
              Ownership of ARIA
      Shares. The issued and outstanding share capital of ARIA consist of
      10,000,000 common shares (being the ARIA Shares), which shares on Closing
      shall be validly issued and outstanding as fully paid and non-assessable
      shares. The ARIA Shareholders will be at Closing the registered and
      beneficial owner of the ARIA Shares. The ARIA Shares owned by the ARIA
      Shareholders will on Closing be free and clear of any and all liens,
      charges, pledges, encumbrances, restrictions on transfer and adverse
      claims whatsoever not created by or through TriCord and/or the
      Acquirer;

            


    

    
      	
               
      

            	 
	
                    
      (f)  

            	
              No
      Restrictions. There are no restrictions on the transfer, sale or
      other disposition of ARIA Shares contained in the charter documents of
      ARIA or under any agreement;

            


    

    
    

     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

    
ARIA-
Records and Financial Statements

    


    
      	
              (g) 
                 

            	
              Charter
      Documents. The charter documents of ARIA have not been altered
      since its incorporation date, except as filed in the record books of ARIA,
      and ARIA is not in violation or breach of, or in default with respect to,
      any term of its Articles of Incorporation (or other charter documents) or
      by-laws;

            


    

    


    
      	
              (h) 
              
      

            	
              ARIA Financial
      Statements. The ARIA Financial Statements present fairly, in all
      material respects, the assets and liabilities (whether accrued, absolute,
      contingent or otherwise) of ARIA as of the respective dates thereof, and
      the results of operations and changes in financial position of ARIA during
      the periods covered thereby, and will be prepared in accordance with
      generally accepted accounting principles consistently applied throughout
      the periods indicated;

            


    

    


    
      	
              (i)  
              
      

            	
              ARIA Accounts Payable and
      Liabilities. There are no material liabilities, contingent or
      otherwise, of ARIA which are not reflected in the ARIA Financial
      Statements except those incurred in the ordinary course of business since
      the date of the ARIA Financial
Statements;

            


    

    


    
      	
              (j) 
                 

            	
              No Dividends.
      No dividends or other distributions on any shares in the capital of ARIA
      have been made, declared or authorized since the date of the ARIA
      Financial Statements;

            


    

    
      	
               
      

            	 


    

    ARIA-
Income Tax Matters

    


    
      	
              (k)
                 

            	
              Tax Returns.
      All tax returns and reports of ARIA required by law to be filed have been
      filed and to the best of ARIA’s knowledge and belief are true, complete
      and correct, and any taxes payable in accordance with any return filed by
      ARIA or in accordance with any notice of assessment or reassessment issued
      by any taxing authority have been so
paid;

            


    

    


    
      	
              (l) 
              
      

            	
              Current Taxes.
      Adequate provisions have been made for taxes payable for the current
      period for which tax returns are not yet required to be filed and there
      are no agreements, waivers, or other arrangements providing for an
      extension of time with respect to the filing of any tax return by, or
      payment of, any tax, governmental charge or deficiency by ARIA. ARIA is
      not aware of any contingent tax liabilities or any grounds which would
      prompt a reassessment including aggressive treatment of income and
      expenses in filing earlier tax
returns;

            


    

    


    
      ARIA-
Applicable Laws and Legal Matters

    

    


    
      	
              (m)
               

            	
              Licenses. ARIA
      holds all licenses and permits as may be requisite for carrying on the
      ARIA Business in the manner in which it has heretofore been carried on,
      which licenses and permits have been maintained and continue to be in good
      standing except where the failure to obtain or maintain such licenses or
      permits would not have a material adverse effect on the ARIA
      Business;

            


    

    


    
      	
              (n)
               

            	
              Applicable
      Laws. ARIA has not been charged with or received notice of breach
      of any laws, ordinances, statutes, regulations, by-laws, orders or decrees
      to which it is subject or which applies to it the violation of which would
      have a material adverse effect on the ARIA Business, and, to ARIA’s
      knowledge and belief, ARIA is not in breach of any laws, ordinances,
      statutes, regulations, by-laws, orders or decrees the contravention of
      which would result in a material adverse impact on the ARIA
      Business;

            


    

    


    
      	
              (o)
               

            	
              Pending or Threatened
      Litigation. There is no material litigation or administrative or
      governmental proceeding pending or threatened against or relating to ARIA,
      the ARIA Business, or any of the ARIA Assets, nor does ARIA have any
      knowledge of any deliberate act or omission of ARIA that would form any
      material basis for any such action or
  proceeding;

            


    

     

    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    

     

    
      	
              (p)
               

            	
              No Bankruptcy.
      ARIA has not made any voluntary assignment or proposal under applicable
      laws relating to insolvency and bankruptcy and no bankruptcy petition has
      been filed or presented against ARIA and no order has been made or a
      resolution passed for the winding-up, dissolution or liquidation of
      ARIA;

            


    

    


    
      	
              (q) 
              

            	
              Labor Matters.
      ARIA is not a party to any collective agreement relating to the ARIA
      Business with any labor union or other association of employees and no
      part of the ARIA Business has been certified as a unit appropriate for
      collective bargaining or, to the knowledge of ARIA, has made any attempt
      in that regard and ARIA has no reason to believe that any current
      employees will leave ARIA’s employ as a result of this
    Merger;

            


    

    
    

     

    Execution
and Performance of Agreement

    


    
      	
              (r) 
              

            	
              Authorization and
      Enforceability. The execution and delivery of this Agreement, and
      the completion of the transactions contemplated hereby, have been duly and
      validly authorized by all necessary corporate action on the part of ARIA
      and the ARIA Shareholders;

            


    

    


    
      	
              (s)
              

            	
              No Violation or
      Breach. The execution and performance of this Agreement will
      not

            


    

    


    
      	
              (i)        
        

            	
              violate
      the charter documents of ARIA or result in any breach of, or default
      under, any loan agreement, mortgage, deed of trust, or any other agreement
      to which ARIA is a party,

            


    

    


    
      	
              (ii)       
        

            	
              give
      any person any right to terminate or cancel any agreement including,
      without limitation, ARIA Material Contracts, or any right or rights
      enjoyed by ARIA,

            


    

    


    
      	
              (iii)      
        

            	
              result
      in any material alteration of ARIA’s obligations under any agreement to
      which ARIA is a party including, without limitation, the ARIA Material
      Contracts,

            


    

    


    
      	
              (iv)      
        

            	
              result
      in the creation or imposition of any lien, encumbrance or restriction of
      any nature whatsoever in favor of a third party upon or against the ARIA
      Assets,

            


    

    


    
      	
              (v)       
        

            	
              result
      in the imposition of any tax liability to ARIA relating to ARIA Assets or
      the ARIA Shares, or

            


    

    


    
      	
              (vi)      
        

            	
              violate
      any court order or decree to which ARIA is
  subject;

            


    

    


    ARIA
Assets - Ownership and Condition

     

    
    

    
      	
              (t)
              

            	
              No Option. No
      person, firm or corporation has any agreement or option or a right capable
      of becoming an agreement for the purchase of any of the ARIA
      Assets;

            


    

    
      	
               
      

            	 


    

    
      	
              (u)
             

            	
              ARIA Material
      Contracts. The ARIA Material Contracts constitute all of the
      material contracts of ARIA;

            


    

    


    
      	
              (v)
             

            	
              No Default.
      There has not been any default in any material obligation of ARIA or any
      other party to be performed under any of the ARIA Material Contracts, each
      of which is in good standing and in full force and effect and unamended,
      and ARIA is not aware of any default in the obligations of any other party
      to any of the ARIA Material
Contracts;

            


    

     

    ARIA
Assets - ARIA Goodwill and Other Assets

     

    
      
        	(w)
            	      
                ARIA
      does not have any knowledge of any infringement by ARIA of any patent,
      trademark, copyright or trade
  secret; 

              


      

      
      

       

      
        
           

        

        
          -14-

          
            

          

        

        
           

        

      

       

    

    
      The
Business of ARIA

    

    


    
      	
              (x)          
        

            	
              Maintenance of
      Business. Since the date of the ARIA Financial Statements, the ARIA
      Business has been carried on in the ordinary course, and ARIA has not
      entered into any material agreement or commitment except in the ordinary
      course; and

            


    

    


    
      	
              (y)         
        

            	
              Subsidiaries.
      ARIA does not have any subsidiaries and does not otherwise own, directly
      or indirectly, any shares or interest in any other corporation,
      partnership, joint venture or firm.

            


    

    


    Non-Merger
and Survival

    


    5.2              The
representations and warranties of ARIA contained herein will be true at and as
of Closing in all material respects as though such representations and
warranties were made as of such time.  Notwithstanding the completion
of the transactions contemplated hereby, the waiver of any condition contained
herein (unless such waiver expressly releases a party from any such
representation or warranty) or any investigation made by TriCord, the
representations and warranties of ARIA shall survive the Closing for a period of
two (2) years.

    


    Indemnity

    


    5.3              ARIA
agrees to indemnify and save harmless TriCord from and against any and all
claims, demands, actions, suits, proceedings, assessments, judgments, damages,
costs, losses and expenses, including any payment made in good faith in
settlement of any claim (subject to the right of ARIA to defend any such claim),
resulting from the breach by ARIA of any representation or warranty of ARIA made
under this Agreement or from any misrepresentation in or omission from any
certificate or other instrument furnished or to be furnished by ARIA to TriCord
hereunder.  Legal fees and other costs of defending and prosecuting
this action shall be borne by ARIA.

    


    


    ARTICLE
6

    COVENANTS
OF ARIA

    


    Covenants

    


    6.1              ARIA
covenants and agrees with TriCord that it will:

    


    
      	
              (a)         
        

            	
              Conduct of
      Business. Until the Closing, conduct the ARIA Business diligently
      and in the ordinary course consistent with the manner in which the ARIA
      Business generally has been operated up to the date of execution of this
      Agreement;

            


    

    


    
      	
              (b)         
        

            	
              Preservation of
      Business.  Until the Closing, use their best efforts to
      preserve the ARIA Business and the ARIA
Assets;

            


    

    
      	
               
      

            	 


    

    
      	
              (c)         
        

            	
              Procure
      Consents. Until the Closing, take all reasonable steps required to
      obtain, prior to Closing, any and all third party consents required to
      permit the Merger and to preserve and maintain the ARIA Assets, including
      the ARIA Material Contracts; and

            


    

    


    
      	
              (d)         
        

            	
              Reporting and Internal
      Controls. From and after the Effective Time, forthwith take all
      required actions to implement internal controls on the business of the
      Surviving Company to ensure that the Surviving Company complies with
      Section 13(b)(2) of the Exchange
Act.

            


    

    


    Authorization

    


    6.2              ARIA
hereby agrees to authorize and direct any and all federal, state, municipal,
foreign and international governments and regulatory authorities having
jurisdiction respecting ARIA to  release any and all information in their
possession respecting ARIA to TriCord.  ARIA shall promptly execute
and deliver to TriCord any and all consents to the release of information and
specific authorizations which TriCord reasonably require to gain access to any
and all such information.

     

    
      
         

      

      
        -15-

        
          

        

      

      
         

      

    

    
Survival

    


    6.3              The
covenants set forth in this Article shall survive the Closing for the benefit of
TriCord.

     

    ARTICLE
7

    CONDITIONS
PRECEDENT

    


    Conditions
Precedent in favor of TriCord

    


    7.1              TriCord’s
obligations to carry out the transactions contemplated hereby are subject to the
fulfillment (or waiver by TriCord) of each of the following conditions precedent
on or before the Closing:

    


    
      	
              (a)             
        

            	
              all
      documents or copies of documents, securities issuances and wire transfers
      required to be executed and delivered to TriCord as set forth in
      Article 9 hereof will have been so executed and
  delivered;

            


    

    


    
      	
              (b)             
        

            	
              all
      of the terms, covenants and conditions of this Agreement to be complied
      with or performed by ARIA at or prior to the Closing will have been
      complied with or performed;

            


    

    
      	
               
      

            	 


    

    
      	
              (c)             
        

            	
              title
      to the ARIA Shares held by the ARIA Shareholders will be free and clear of
      all mortgages, liens, charges, pledges, security interests, encumbrances
      or other claims whatsoever not created by or through TriCord and/or the
      Acquirer;

            


    

    


    
      	
              (d)             
        

            	
              the
      Certificate of Merger shall be executed by ARIA in form acceptable for
      filing with the Nevada Secretary of
State;

            


    

    


    
      	
              (e)                

            	
              reserved;

            


    

    


    
      	
              (f)                

            	
              subject
      to Article 8 hereof, there will not have
  occurred:

            


    

    
      	
               
      

            	 


    

    
      	
              (i)         
        

            	
              any
      material adverse change in the financial position or condition of ARIA,
      its liabilities or the ARIA Assets or any damage, loss or other change in
      circumstances materially and adversely affecting the ARIA Business or the
      ARIA Assets or ARIA’s right to carry on the ARIA Business, other than
      changes in the ordinary course of business, none of which has been
      materially adverse, or

            


    

    


    
      	
              (ii)        
        

            	
              any
      damage, destruction, loss or other event, including changes to any laws or
      statutes applicable to ARIA or the ARIA Business (whether or not covered
      by insurance) materially and adversely affecting ARIA, the ARIA Business
      or the ARIA Assets;

            


    

     

    
      	
                                 (g) 

            	
              the
      transactions contemplated hereby shall have been approved by all other
      regulatory authorities having jurisdiction over the subject matter hereof,
      if any; and

            
	 	 
	                   (h)	
              all
      representations and warranties of ARIA contained herein shall be true and
      correct as of the Closing Date.

            


    

    
    

    


    
    

    Waiver
by TriCord

    


    7.2              The
conditions precedent set out in the preceding section are inserted for the
exclusive benefit of TriCord and any such condition may be waived in whole or in
part by TriCord at or prior to Closing by delivering to ARIA a written waiver to
that effect signed by TriCord. In the event that the conditions precedent set
out in the preceding section are not satisfied on or before the Closing, TriCord
shall be released from all obligations under this Agreement.

     

    
      
         

      

      
        -16-

        
          

        

      

      
         

      

    

    
Conditions
Precedent in Favor of ARIA

    


    7.3              The
obligations of ARIA to carry out the transactions contemplated hereby are
subject to the fulfillment of each of the following conditions precedent on or
before the Closing:

    


    
      	
              (a)            

            	
              all
      documents or copies of documents required to be executed and delivered to
      ARIA or the ARIA Shareholders hereunder will have been so executed and
      delivered;

            


    

    


    
      	
              (b)         
        

            	
              reserved;

            


    

    


    
      	
              (c)            

            	
              all
      directors and officers of TriCord shall have tendered their resignations
      in a form reasonably acceptable to ARIA, and the ARIA’s Shareholders’
      nominees shall have been appointed to TriCord’s board of directors in a
      form reasonably acceptable to ARIA;

            


    

    


    
      	
              (d)         
        

            	
              ARIA
      shall be in receipt of the ARIA Financial
  Statements;

            


    

    


    
      	
              (e)         
        

            	
              reserved;

            


    

    


    
      	
              (f)            

            	
              TriCord
      shall have no liabilities (or all outstanding liabilities shall be
      satisfied at Closing);

            


    

    


    
      	
              (g)        
        

            	
              all
      of the terms, covenants and conditions of this Agreement to be complied
      with or performed by TriCord or the Acquirer at or prior to the Closing
      shall have been complied with or
performed;

            


    

    


    
      	
              (h)        
        

            	
              ARIA
      shall have completed its review and inspection of the books and records of
      TriCord and its subsidiaries and shall be reasonably satisfied with same
      in all material respects;

            


    

    


    
      	
              (i)         
        

            	
              TriCOrd shall
      have delivered an instruction letter to the transfer agent to issue the
      Acquisition Shares to be issued pursuant to the terms of the Merger to the
      ARIA Shareholders and the Acquisition Shares will be registered on the
      books of TriCord in the name of the ARIA Shareholders at the Effective
      Time;

            


    

    


    
      	
              (j)         
        

            	
              title
      to the Acquisition Shares will be free and clear of all mortgages, liens,
      charges, pledges, security interests, encumbrances or other claims
      whatsoever;

            


    

    


    
      	
              (k)           

            	
              the
      Certificate of Merger shall be executed by the Acquirer in form acceptable
      for filing with the Nevada Secretary of
State;

            


    

    


    
      	
              (l)         
        

            	
              reserved;

            


    

    


    
      	
              (m)       
        

            	
              subject
      to Article 8 hereof, there will not have
  occurred

            


    

    


    
      	
              (i)        
        

            	
              any
      material adverse change in the financial position or condition of TriCord,
      its subsidiaries, their assets or liabilities or any damage, loss or other
      change in circumstances materially and adversely affecting TriCord or the
      TriCord Business or TriCord’s right to carry on the TriCord Business,
      other than changes in the ordinary course of business, none of which has
      been materially adverse, or

            


    

    


    
      	
              (ii)       
        

            	
              any
      damage, destruction, loss or other event, including changes to any laws or
      statutes applicable to TriCord or the TriCord Business (whether or not
      covered by insurance) materially and adversely affecting TriCord, its
      subsidiaries or its assets;

            


    

     

    
      
         

      

      
        -17-

        
          

        

      

      
         

      

    

     

    
      	
              (n)   
        

            	
              the
      transactions contemplated hereby shall have been approved by all other
      regulatory authorities having jurisdiction over the subject matter hereof,
      if any; and

            
	 	 
	(o)    
       	      
              all
      representations and warranties of TriCord and the Acquirer contained
      herein shall be true and correct as of the Closing
      Date. 

            


    

    


    
    

    Waiver
by ARIA

     

    7.4              The
conditions precedent set out in the preceding section are inserted for the
exclusive benefit of ARIA and any such condition may be waived in whole or in
part by ARIA at or prior to the Closing by delivering to TriCord a written
waiver to that effect signed by ARIA. In the event that the conditions precedent
set out in the preceding section are not satisfied on or before the Closing ARIA
shall be released from all obligations under this Agreement.

    


    Nature
of Conditions Precedent

    


    7.5              The
conditions precedent set forth in this Article are conditions of completion of
the transactions contemplated by this Agreement and are not conditions precedent
to the existence of a binding agreement. Each party acknowledges receipt of the
sum of $1.00 and other good and valuable consideration as separate and distinct
consideration for agreeing to the conditions precedent in favor of the other
party or parties set forth in this Article.

    


    Confidentiality

    


    7.6              Notwithstanding
any provision herein to the contrary, the parties hereto agree that the
existence and terms of this Agreement are confidential and that if this
Agreement is terminated pursuant to the preceding section the parties agree to
return to one another any and all financial, technical and business documents
delivered to the other party or parties in connection with the negotiation and
execution of this Agreement and shall keep the terms of this Agreement and all
information and documents received from ARIA and TriCord and the contents
thereof confidential and not utilize nor reveal or release same, provided,
however, that TriCord may be required to issue news releases regarding the
execution and consummation of this Agreement and file a Current Report on Form
8-K with the Commission respecting the proposed Merger contemplated hereby
together with such other documents as are required to maintain the currency of
TriCord’s filings with the Commission.

     

     

    ARTICLE
8

    RISK

    


    Material
Change in the Business of ARIA

    


    8.1              If
any material loss or damage to the ARIA Business occurs prior to Closing and
such loss or damage, in TriCord’s reasonable opinion, cannot be substantially
repaired or replaced within sixty (60) days, TriCord shall, within two (2) days
following any such loss or damage, by notice in writing to ARIA, at its option,
either:

    


    
      	
              (a)         
        

            	
              terminate
      this Agreement, in which case no party will be under any further
      obligation to any other party; or

            


    

    


    
      	
              (b)         
        

            	
              elect
      to complete the Merger and the other transactions contemplated hereby, in
      which case the proceeds and the rights to receive the proceeds of all
      insurance covering such loss or damage will, as a condition precedent to
      TriCord’s obligations to carry out the transactions contemplated hereby,
      be vested in ARIA or otherwise adequately secured to the satisfaction of
      TriCord on or before the Closing
Date.

            


    

     

    
      
         

      

      
        -18-

        
          

        

      

      
         

      

    

    
Material
Change in the TriCord Business

    


    8.2              If
any material loss or damage to the TriCord Business occurs prior to Closing and
such loss or damage, in ARIA’s reasonable opinion, cannot be substantially
repaired or replaced within sixty (60) days, ARIA shall, within two (2) days
following any such loss or damage, by notice in writing to TriCord, at its
option, either:

    


    
      	
              (a)         
        

            	
              terminate
      this Agreement, in which case no party will be under any further
      obligation to any other party; or

            


    

    


    
      	
              (b)         
        

            	
              elect
      to complete the Merger and the other transactions contemplated hereby, in
      which case the proceeds and the rights to receive the proceeds of all
      insurance covering such loss or damage will, as a condition precedent to
      ARIA’s obligations to carry out the transactions contemplated hereby, be
      vested in TriCord or otherwise adequately secured to the satisfaction of
      ARIA on or before the Closing Date.

            


    

    
 

    ARTICLE
9

    CLOSING

    


    Closing

    


    9.1              The
Merger and the other transactions contemplated by this Agreement will be closed
on or before March 2, 2009, in accordance with the closing procedure set out in
this Article.

    


    Documents
to be Delivered by ARIA

    


    9.2              On
or before the Closing, ARIA will deliver or cause to be delivered to
TriCord:

    
      	
               
      

            	 


    

    
      	
              (a)         
        

            	
              an
      executed copy of this Agreement;

            


    

    


    
      	
              (b)           

            	
              all
      reasonable consents or approvals required to be obtained by ARIA for the
      purposes of completing the Merger and preserving and maintaining the
      interests of ARIA under any and all ARIA Material Contracts and in
      relation to ARIA Assets;

            


    

    


    
      	
              (c)           

            	
              an
      officers certificate containing articles, bylaws, and certified copies of
      such resolutions of the shareholders and directors of ARIA as are required
      to be passed to authorize the execution, delivery and implementation of
      this Agreement;

            


    

    
      	
               
      

            	 


    

    
      	
              (d)        
        

            	
              such
      other documents as TriCord may reasonably require to give effect to the
      terms and intention of this
Agreement.

            


    

    


    Documents
to be Delivered by TriCord

    


    9.3              On
or before the Closing, TriCord and the Acquirer shall deliver or cause to be
delivered to ARIA:

    


    
      	
              (a)        
        

            	
              an
      executed copy of this Agreement;

            


    

    


    
      	
              (b)        
        

            	
              an
      irrevocable instruction letter to the transfer agent to issue share
      certificates representing the Acquisition Shares duly registered in the
      names of the ARIA Shareholders;

            


    

    


    
      	
              (c)        
        

            	
              an
      officers certificate containing articles, bylaws, and certified copies of
      such resolutions of the directors of TriCord and the Acquirer as are
      required to be passed to authorize the execution, delivery and
      implementation of this Agreement;

            


    

     

    
      
         

      

      
        -19-

        
          

        

      

      
         

      

    

     

    
      	
              (d)       
        

            	
              a
      certified copy of a resolution of the directors of TriCord dated as of the
      Closing Date appointing the nominees of the ARIA Shareholders to the board
      of directors of TriCord;

            


    

    


    
      	
              (e)       
        

            	
              resignations
      of each of the officers and directors of TriCord in a form reasonably
      acceptable to ARIA;

            


    

    


    
      	
              (f)       
        

            	
              such
      other documents as ARIA may reasonably require to give effect to the terms
      and intention of this Agreement.

            


    

    


    


    ARTICLE
10

    POST-CLOSING
MATTERS

    


    General

    


    10.1              Forthwith
after the Closing, TriCord and ARIA agree to use all their best efforts
to:

    


    
      	
              (a)       
        

            	
              file
      the Certificate of Merger with the Secretary of State of Nevada;
      and

            


    

    


    
      	
              (b)       
        

            	
              issue
      a news release reasonably acceptable to each party reporting the Closing;
      and

            


    

    


    
      	
              (c)        
       

            	
              file
      a Form 8-K with the Securities and Exchange Commission disclosing the
      terms of this Agreement which includes audited financial statements of
      ARIA as well as pro forma financial information of ARIA and TriCord as
      required by Regulation S-X as promulgated by the Commission (all at no
      cost to the ARIA Shareholders); and

            


    

    


    
      	
              (d)        
       

            	
              take
      such steps as required to change the name of TriCord to “Aria
      International Holdings, Inc.” as of the earliest practical date following
      the date hereof but in any event within 60 days of the
      Closing;

            


    

    


    10.2     The
parties agree that the certain additional TriCord Common Shares shall be issued
to the Aria Shareholders based upon the financial performace of Aria in
accordance with the following:

    


    
      	
              (a)      

            	
              If
      the gross revenue booked by TriCord within the first 12 months from the
      Closing is equal to or greater than $20 million but less than $30 million
      (“Milestone 1”), TriCord shall issue additional such shares to bring
      Aria’s total ownership of TriCord to seventy percent (70%) of TriCord
      based on the total share ownership of 152,025,160 shares of Common Stock
      issued and outstanding upon completion of the private placement offering
      dated February 20 , 2009 (i.e. 15,202,516 Milestone 1
    Shares).

            


    

    


    
      	
              (b)  
        

            	
              If
      the gross revenue booked by TriCord within the first 18 months from the
      Closing is equal to or greater than $30 million (“Milestone 2”), TriCord
      shall issue additional such shares to bring Aria’s total ownership of
      TriCord to eighty percent (80%) of TriCord based on the total share
      ownership of 152,025,160 shares of Common Stock issued and outstanding
      upon completion of the private placement offering dated February 20 , 2009
      (i.e. 15,202,516 Milestone 2
Shares).

            


    

    


    
      	
              (c)  
        

            	
              All
      such shares of common stock issue as a result of achieving Milestone 1 and
      Milestone 2 as set forth in Section 10.2(a) and (b) above may be issued as
      shares at the current market price as of the Milestone 1 or 2 date or at
      the option of Aria, as warrants to purchase common shares at a purchase
      price of ten cents ($0.10) per share over a period of ten (10)
      years.

            


    

    
 

    
      
         

      

      
        -20-

        
          

        

      

      
         

      

    

    


    ARTICLE
11

    GENERAL
PROVISIONS

    


    Arbitration

    


    11.1              The
parties hereto shall attempt to resolve any dispute, controversy, difference or
claim arising out of or relating to this Agreement by negotiation in good
faith.  If such good negotiation fails to resolve such dispute,
controversy, difference or claim within thirty (30) days after any party
delivers to any other party a notice of its intent to submit such matter to
arbitration, then any party to such dispute, controversy, difference or claim
may submit such matter to arbitration.

    


                  Any
action or proceeding seeking to enforce any provision of, or based upon any
right arising out of, this Agreement shall be settled by binding arbitration by
a panel of three (3) arbitrators in accordance with the Commercial Arbitration
Rules of the American Arbitration Association and governed by the laws of the
State of Delaware (without regard to the choice-of-law rules or principles of
that jurisdiction).  Judgment upon the award may be entered in any
court located in the State of New York, and all the parties hereto hereby
expressly waive any objections or defense based upon lack of personal
jurisdiction.

    


                  Each
of the plaintiff and defendant party to the arbitration shall select one (1)
arbitrator (or where multiple plaintiffs and/or defendants exist, one (1)
arbitrator shall be chosen collectively by such parties comprising the
plaintiffs and one (1) arbitrator shall be chosen collectively by those parties
comprising the defendants) and then the two (2) arbitrators shall mutually agree
upon the third arbitrator.  Where no agreement can be reached on
the selection of either a third arbitrator or an arbitrator to be named by
either a group of plaintiffs or a group of defendants, any implicated party may
apply to a judge of the courts of the State of New York, to name an
arbitrator.    Process in any such action or proceeding may
be served on any party anywhere in the world.

    


    Indemnification
Provisions

    


    11.2      Notice to
Indemnifying Party.  If any party (the “Indemnitee”) receives notice
of any claim or the commencement of any action or proceeding with respect to
which the other party (or parties) is obligated to provide indemnification (the
“Indemnifying Party”) pursuant to Sections 3.3 or 5.3 hereof, the Indemnitee
shall give the Indemnifying Party written notice thereof within a reasonable
period of time following the Indemnitee’s receipt of such
notice.  Such notice shall describe the claim in reasonable detail and
shall indicate the amount (estimated if necessary) of the losses that have been
or may be sustained by the Indemnitee.  The Indemnifying Party may,
subject to the other provisions of this Section 11.2, compromise or defend, at
such Indemnifying Party’s own expense and by such Indemnifying Party’s own
counsel, any such matter involving the asserted liability of the Indemnitee in
respect of a third-party claim.  If the Indemnifying Party elects to
compromise or defend such asserted liability, it shall within thirty (30) days
(or sooner, if the nature of the asserted liability so requires) notify the
Indemnitee of its intent to do so, and the Indemnitee, shall reasonably
cooperate, at the request and reasonable expense of the Indemnifying Party, in
the compromise of, or defense against, such asserted liability.  The
Indemnifying Party will not be released from any obligation to indemnify the
Indemnitee hereunder with respect to a claim without the prior written consent
of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a
duly executed agreement settling or compromising such claim with no monetary
liability to or injunctive relief against the Indemnitee and a complete release
of the Indemnitee with respect thereto.  The Indemnifying Party shall
have the right to conduct and control the defense of any third-party claim made
for which it has been provided notice hereunder.  All costs and fees
incurred with respect to any such claim will be borne by the Indemnifying
Party.  The Indemnitee will have the right to participate, but not
control, at its own expense, the defense or settlement of any such claim;
provided, that if the Indemnitee and the Indemnifying Party shall have
conflicting claims or defenses, the Indemnifying Party shall not have control of
such conflicting claims or defenses and the Indemnitee shall be entitled to
appoint a separate counsel for such claims and defenses at the cost and expense
of the Indemnifying Party.   If the Indemnifying Party chooses to
defend any claim, the Indemnitee shall make available to the Indemnifying Party
any books, records or other documents within its control that are reasonably
required for such defense. 

     

    
      
         

      

      
        -21-

        
          

        

      

      
         

      

    

    
Notice

    


    11.3              Any
notice required or permitted to be given by any party will be deemed to be given
when in writing and delivered to the address for notice of the intended
recipient by personal delivery, prepaid  certified or registered mail,
or Facsimile. Any notice delivered by mail shall be deemed to have been received
on the fourth business day after and excluding the date of mailing, except in
the event of a disruption in regular postal service in which event such notice
shall be deemed to be delivered on the actual date of receipt. Any notice
delivered personally or by Facsimile shall be deemed to have been received on
the actual date of delivery.

    


    Addresses
for Service

    


    11.4              The
address for service of notice of each of the parties hereto is as
follows:

    


    
      	
              (a)      
        

            	
              TriCord
      or the Acquirer:

            


    

    


    TriCord
Hurricane Holdings,Inc.

    2501
South Cincinnati Ave., Tulsa, OK 74114

    Attn:  James
N. Welsh, President

    Phone:  (918)
812-7636

    


    With a
copy to:

    


    Sichenzia
Ross Friedman Ference, LLP

    61
Broadway, 32nd
Floor

    New York,
NY 10006

    Attn:
Greg Sichenzia, Esq.

    Phone
(212) 930-9700

    Fax (212)
930-9725

    


    
      	
              (b)     
        

            	
              ARIA:

            


    

    


    ARIA
International, Incorporated

    4821
49th
Street

    Arlington,
VA 22207

    Attn:  Michael
Crosby

    Phone:
(703) 232-1435

    Facsimile:
(888) 572-8345

    


    With a
copy to:

    Soden
& Stinberger, LLP

    550 West
C Street, Suite 1710

    San
Diego, CA 92101

    Attn:
Stephen R. Soden, Esq.

    Phone:
(619) 239-3200

    Facsimile:
(619) 238-4581

    


    Change
of Address

    


    11.5              Any
party may, by notice to the other parties change its address for notice to some
other address in North America and will so change its address for notice
whenever the existing address or notice ceases to be adequate for delivery by
hand. A post office box may not be used as an address for service.

     

    
      
         

      

      
        -22-

        
          

        

      

      
         

      

    

    
Further
Assurances

    


    11.6              Each
of the parties will execute and deliver such further and other documents and do
and perform such further and other acts as any other party may reasonably
require to carry out and give effect to the terms and intention of this
Agreement.

    


    Time
of the Essence

    


    11.7              Time
is expressly declared to be the essence of this Agreement.

    


    Entire
Agreement

    


    11.8              The
provisions contained herein constitute the entire agreement among ARIA, the
Acquirer and TriCord respecting the subject matter hereof and supersede all
previous communications, representations and agreements, whether verbal or
written, among ARIA, the Acquirer and TriCord with respect to the subject matter
hereof.

    


    Enurement

    


    11.9              This
Agreement will enure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, successors and permitted
assigns.

    


    Assignment

    


    11.10              This
Agreement is not assignable without the prior written consent of the parties
hereto.

    


    Expenses

    


    11.11              
Each party agrees to pay, without right of reimbursement from any other party
and regardless of whether or not the transaction is consummated, the costs
incurred by it in connection with this transaction, including legal fees and
other costs incidental to the negotiation of the terms of the transaction and
the preparation of related documentation; notwithstanding anything to the
contrary herein.

    


    Counterparts

    


    11.12              This
Agreement may be executed in counterparts, each of which when executed by any
party will be deemed to be an original and all of which counterparts will
together constitute one and the same Agreement. Delivery of executed copies of
this Agreement by Facsimile will constitute proper delivery, provided that
originally executed counterparts are delivered to the parties within a
reasonable time thereafter.

    


    Applicable
Law

    


    11.13               This
Agreement is subject to the laws of the State of New York.

    


    Disclosures
of Conflicts of Interest

    


    11.14               All
parties acknowledge that: 

    


    In
connection with the Merger and our present relationship with Aria, the parties
acknowledge that the law firm of Soden & Steinberger, LLP (“S&S”)
represents Aria International as its General Counsel and Secretary and one or
more of its partners have been a shareholder of Aria International since
December 19, 2008, which could create a potential or actual
conflict.  However, S&S has never had any attorney-client
relationship with TriCord.

     

    
      
         

      

      
        -23-

        
          

        

      

      
         

      

    

    
Termination

    


    11.15                This
Agreement may only be terminated at any time prior to the Closing
Date:

    


            
(a)           upon mutual
written consent authorized by the Board of Directors of TriCord and ARIA;
or

    


            
(b)           by either
TriCord or ARIA if the Closing shall not have been consummated by the close of
business on March 31, 2009.

    


    [Remainder
of page intentionally left blank.]

    


     

     

    
      
         

      

      
        -24-

        
          

        

      

      
         

      

    

     

    IN WITNESS WHEREOF the parties
have executed this Agreement effective as of the day and year first above
written.

     

    
    

     

    
      	 	TRICORD
      HURRICANE HOLDINGS, INC. 
	 	 
	 	 
	 	By:  /s/ James N.
      Welsh 
	 	
              James N. Welsh,
      President 

            
	 	 
	 	 
	 	ARIA
      ACQUSITION, INC. 
	 	 
	 	 
	 	By:  /s/ James N.
      Welsh 
	 	
              James N. Welsh,
      President 

            
	 	 
	 	 
	 	ARIA
      INTERNATIONAL INCORPORATED 
	 	 
	 	 
	 	By:  /s/ Michael A.
      Crosby 
	 	
              Michael A.
      Crosby, President 

            


    

     

     

     

     

    -25-