AGREEMENT AND PLAN OF MERGER

                                                                     Exhibit 2.1
                          AGREEMENT AND PLAN OF MERGER


         THIS AGREEMENT AND PLAN OF MERGER, dated as of January 3, 2006 (this
"Agreement"), is made and entered into by and among WAVE WIRELESS CORPORATION, a
Delaware corporation ("Parent"), WAVE ACQUISITION CORPORATION, a Nevada
corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and
WAVERIDER COMMUNICATIONS INC., a Nevada corporation (the "Company"). Capitalized
terms used and not otherwise defined herein shall have the respective meanings
given to such terms in Article VII hereof.

         WHEREAS, the Board of Directors of each of the Company, Parent and
Merger Sub has, by resolutions duly adopted, declared that the merger of Merger
Sub with and into the Company (the "Merger") upon the terms and subject to the
conditions set forth in this Agreement and the other transactions contemplated
by this Agreement are advisable, the Board of Directors of Parent has approved
this Agreement and the Board of Directors of each of the Company and Merger Sub
has adopted this Agreement.

         WHEREAS, the Company, Parent and Merger Sub desire to make certain
representations, warranties, covenants and agreements, as set forth in this
Agreement.

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

ARTICLE I
                                   THE MERGER

     1.1 The Merger. Upon the terms and subject to the conditions set forth in
this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub
shall be merged with and into the Company and the separate corporate existence
of Merger Sub shall thereupon cease. The Company shall be the surviving
corporation in the Merger (sometimes hereinafter referred to as the "Surviving
Corporation"). At the Effective Time, the Merger shall have the effects
specified in Section 92A.250 of the Nevada Revised Statutes. ("NRS"). Without
limiting the generality of the foregoing, and subject thereto, at the Effective
Time, all the property, rights, privileges, powers and franchises of the Company
and Merger Sub shall vest in the Surviving Corporation, and all debts,
liabilities and duties of the Company and Merger Sub shall become the debts,
liabilities and duties of the Surviving Corporation.

     1.2 Closing. The closing of the Merger (the "Closing") shall take place (i)
at the principal executive offices of Parent, 1996 Lundy Avenue, San Jose,
California at 9:00 A.M. on the fifth business day following the day on which the
last to be satisfied or waived of the conditions set forth in Article V (other
than those conditions that by their terms are to be satisfied at the Closing,
but subject to the satisfaction or waiver of those conditions) shall be
satisfied or waived in accordance with this Agreement or (ii) at such other
place and time or on such other date as the Company and Parent may agree in
writing (the "Closing Date").

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     1.3 Effective Time. As soon as practicable following the Closing, the
Company and Parent will cause Articles of Merger (the "Articles of Merger") to
be executed and filed with the Secretary of State of the State of Nevada as
provided in Section 92A.200 of the NRS. The Merger shall become effective on the
date on which the Articles of Merger have been filed with the Secretary of State
of the State of Nevada or at such later time as may be agreed by the parties in
writing and specified in the Articles of Merger (the "Effective Time").

     1.4 Articles of Incorporation; Bylaws; Directors and Officers.

     (a) At the Effective Time, the articles of incorporation of Merger Sub (the
"Charter") shall be the articles of incorporation of the Surviving Corporation
until thereafter duly amended as provided therein or in accordance with
applicable law.

     (b) At the Effective Time, the bylaws of Merger Sub in effect at the
Effective Time shall be the bylaws of the Surviving Corporation (the "Bylaws")
until thereafter amended as provided therein or in accordance with applicable
Law.

     (c) The sole initial director and sole initial officer of Merger Sub shall
be Daniel W. Rumsey. At the Effective Time, the officers and directors of the
Surviving Corporation shall be appointed by Parent to serve in such capacities
until their successors shall have been duly elected or appointed and qualified
or until their earlier death, resignation or removal in accordance with the
Charter and the Bylaws.

     1.5 Effect on Capital Stock.

     (a) Conversion of Company Capital Stock. At the Effective Time, by virtue
of the Merger and without any further action on the part of Parent, Merger Sub,
the Company or any stockholder of the Company:

     (i) Any shares of common stock, par value $0.001 per share, of the Company
("Company Common Stock") held by any wholly owned Subsidiary of the Company
immediately prior to the Effective Time (or held in the Company's treasury)
shall be canceled and retired and shall cease to exist, and no consideration
shall be delivered in exchange therefor.

     (ii) Any shares of Company Common Stock held by Parent, Merger Sub or any
other wholly-owned Subsidiary of Parent immediately prior to the Effective Time
shall be canceled and retired and shall cease to exist, and no consideration
shall be delivered in exchange therefor. Any options, warrants, convertible
securities or other rights to acquire Company Common Stock held by Parent,
Merger Sub or any other wholly-owned Subsidiary of Parent immediately prior to
the Effective Time shall be terminated and be of no further force or effect, and
no consideration shall be delivered in exchange therefor; provided, however, any
issued and outstanding Bridge Notes shall result in a Bridge Note adjustment as
set forth in Section 1.5(c)(iii) below.

     (iii) Each share of Company Preferred Stock outstanding and held of record
by Crescent immediately prior to the Effective Time shall be converted into the
right to receive a number of shares of Parent Preferred Stock, which shall be

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convertible into a number of shares of Parent Common Stock equal to the number
of shares of Parent Common Stock that would have been issued to Crescent in the
Merger if Crescent had converted all of its shares of Company Preferred Stock
into shares of Company Common Stock immediately prior to the Effective Time.

     (iv) Except as provided in clauses (i) and (ii) above and subject to
Sections 1.5(b), (c), (d) and (e), each share of Company Common Stock
outstanding immediately prior to the Effective Time shall be converted into the
right to receive a number of shares of common stock, par value $0.0001 per
share, of Parent (the "Parent Common Stock") equal to the Exchange Ratio (as
defined herein) such that the total number of shares of Parent Common Stock
issued in connection with the Merger, including, without limitation, the shares
of Parent Common Stock issuable upon conversion of the Parent Preferred Stock
issued to Crescent in the Merger (collectively, the "Merger Consideration"),
shall equal fifty-percent (50%) of Parent's Fully Diluted Shares Outstanding
immediately after the Effective Time. By way of example, as of the date hereof
and based upon the Fully Diluted Shares Outstanding of Parent and the Fully
Diluted Shares Outstanding of the Company, each as set forth on Schedule 1.5,
the "Exchange Ratio" shall initially be 1.2179, subject to adjustment at the
Closing as provided in Sections 1.5(b) and (c).


     (b) Adjustments to Exchange Ratio. If, during the period from the date of
this Agreement through the Effective Time, (i) the outstanding shares of Company
Common Stock or Parent Common Stock are changed into a different number or class
of shares by reason of any stock split, division or subdivision of shares, stock
dividend, reverse stock split, consolidation of shares, reclassification,
recapitalization or other similar transaction or event, or (ii) the number of
Fully Diluted Shares Outstanding of Parent or the Company is changed from the
number set forth on Schedule 1.5 due to (x) the issuance of additional debt or
equity securities in connection with any financing transaction entered into by
Parent or the Company prior to the Effective Time, (y) the exercise or
conversion of any outstanding convertible securities into shares of Parent
Common Stock or Company Common Stock prior to the Effective Time, including,
without limitation, the conversion of any convertible debentures currently held
by Crescent, or SDS Capital Group or its affiliates, or (z) any variance between
the weighted average closing price of Parent Common Stock as set forth on
Schedule 1.5 and the weighted average closing price of Parent Common Stock
during the 10 trading days immediately preceding the Closing Date (for the
purpose of calculating the Fully Diluted Shares Outstanding for Parent and
Company pursuant to the treasury stock method), then in each such case
(subclauses (i) and (ii) above), the Exchange Ratio shall be equitably adjusted
such that the total Merger Consideration issued by Parent in the Merger equals
50% of Parent's Fully Diluted Shares Outstanding immediately after the Effective
Time.

     (c) Further Adjustments to Exchange Ratio. After giving effect to the
Exchange Ratio adjustments provided in Section 1.5(b), the Exchange Ratio shall
be adjusted further as follows:

               (i) Parent Net Working Capital Adjustment. If Parent's Closing
          Net Working Capital is greater or less than its Required Net Working
          Capital, then the Exchange Ratio shall be adjusted on the Closing Date
          as follows: in the event of a positive / (negative) variance, the

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          Exchange Ratio shall be reduced / (increased) by an amount equal to
          (x) the difference between Parent's Closing Net Working Capital and
          Required Net Working Capital, divided by (y) the weighted average
          closing price of Parent Common Stock during the 10 trading days
          immediately preceding the Closing Date, and dividing the quotient so
          obtained by (z) the Company's Fully Diluted Shares Outstanding on the
          Closing Date.

               (ii) Company Net Working Capital Adjustment. If the Company's
          Closing Net Working Capital is greater or less than its Required Net
          Working Capital, then the Exchange Ratio shall be adjusted on the
          Closing Date as follows: in the event of a positive / (negative)
          variance, the Exchange Ratio shall be increased / (reduced) by an
          amount equal to (x) the difference between the Company's Closing Net
          Working Capital and Required Net Working Capital, divided by (y) the
          weighted average closing price of Parent Common Stock during the 10
          trading days immediately preceding the Closing Date, and dividing the
          quotient so obtained by (z) the Company's Fully Diluted Shares
          Outstanding on the Closing Date. The parties agree and acknowledge
          that Bridge Notes shall not be included in the Company Net Working
          Capital, since the issuance of such Bridge Notes shall result in a
          Bridge Note Adjustment, as set forth below.

               (iii) Bridge Note Adjustment. With respect to Bridge Notes issued
          by Company prior to the Closing Date, the Exchange Ratio shall be
          reduced on the Closing Date by an amount equal to (x) the aggregate
          face value of all outstanding or previously converted Bridge Notes
          issued prior to the Closing Date plus any accrued and unpaid interest
          thereon, divided by (y) the product of (1) eighty-five percent (85%)
          of the weighted average closing price of Parent Common Stock during
          the 10 trading days immediately prior to the Closing Date, and (2) the
          Exchange Ratio (as adjusted pursuant to Section 1.5(b) and Sections
          1.5(c)(i) and (ii) above), and dividing the quotient so obtained by
          (z) the Company's Fully Diluted Shares Outstanding on the Closing
          Date. All Bridge Notes remaining on the Closing Date shall be
          cancelled.

     (d) Unvested Stock. If any shares of Company Common Stock outstanding
immediately prior to the Effective Time are unvested or are subject to a
repurchase option, risk of forfeiture or other condition under any applicable
restricted stock purchase agreement or other agreement with the Company, then:
(i) the shares of Parent Common Stock issued in exchange for such shares of
Company Common Stock will also be unvested and subject to the same repurchase
option, risk of forfeiture or other condition; and (ii) the certificates
representing such shares of Parent Common Stock may accordingly be marked with
appropriate legends. Prior to the Effective Time, the Company shall take all
such action as may be necessary to ensure that, from and after the Effective
Time, Parent is entitled to exercise any such repurchase option or other right
set forth in any such restricted stock purchase agreement or other agreement.

     (e) No Fractional Shares. No fractional shares of Parent Common Stock shall
be issued in connection with the Merger, and no certificates or scrip for any
such fractional shares shall be issued. Any holder of Company Common Stock who
would otherwise be entitled to receive a fraction of a share of Parent Common
Stock (after aggregating all fractional shares of Parent Common Stock issuable
to such holder) shall, in lieu of such fraction of a share and upon surrender of
such holder's Company Stock Certificate(s) (as defined in Section 1.6), be paid
in cash the dollar amount (rounded to the

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nearest whole cent), without interest, determined by multiplying such fraction
by the closing price of a share of Parent Common Stock on the OTC Bulletin Board
of the National Association of Securities Dealers, Inc. (the "OTC Bulletin
Board") on the date the Merger becomes effective.

     (f) Stock Options and Warrants. At the Effective Time (i) all options to
purchase Company Common Stock then outstanding (the "Company Options"),
including options issued under the Company's Employee Stock Option (1997) Plan,
the 1999 Incentive and Nonqualified Stock Option Plan, the Employee Stock Option
(2000) Plan and the Employee Stock Option (2002) Plan (collectively, the
"Company Stock Option Plans"), and (ii) all warrants to purchase Company Common
Stock then outstanding (the "Company Warrants"), shall be assumed by Parent in
accordance with Section 4.10.

     (g) Capital Stock of Merger Sub. Each share of common stock, par value
$0.0001 per share, of Merger Sub issued and outstanding immediately prior to the
Effective Time shall be converted into and exchanged for one validly issued,
fully paid and nonassessable share of common stock, par value $0.0001 per share,
of the Surviving Corporation. Each stock certificate of Merger Sub evidencing
ownership of any such shares shall, as of the Effective Time, evidence ownership
of such shares of common stock of the Surviving Corporation.

     1.6 Closing of the Company's Transfer Books. At the Effective Time: (a) all
shares of Company Common Stock outstanding immediately prior to the Effective
Time shall automatically be canceled and retired and shall cease to exist (in
exchange for the right to receive the applicable consideration set forth in, and
subject to, Sections 1.5 and 1.7), and all holders of certificates representing
shares of Company Common Stock that were outstanding immediately prior to the
Effective Time shall cease to have any rights as stockholders of the Company;
and (b) the stock transfer books of the Company shall be closed with respect to
all shares of Company Common Stock outstanding immediately prior to the
Effective Time. No further transfer of any such shares of Company Common Stock
shall be made on such stock transfer books after the Effective Time. If, after
the Effective Time, a valid certificate previously representing any shares of
Company Common Stock outstanding immediately prior to the Effective Time (a
"Company Stock Certificate") is presented to the Exchange Agent (as defined in
Section 1.7) or to the Surviving Corporation or Parent, such Company Stock
Certificate shall be canceled and shall be exchanged as provided in Section 1.7.

     1.7 Exchange of Company Stock Certificates.

     (a) Exchange Agent; Exchange Fund. Parent's transfer agent shall act as
exchange agent in the Merger (the "Exchange Agent"). As promptly as practicable
after the Effective Time, Parent shall deposit with the Exchange Agent: (i)
certificates representing the shares of Parent Common Stock issuable pursuant to
Section 1.5(a)(iv); and (ii) cash sufficient to make payments in lieu of
fractional shares in accordance with Section 1.5(d). The shares of Parent Common
Stock and cash amounts so deposited with the Exchange Agent, together with any
dividends or distributions received by the Exchange Agent with respect to such
shares of Parent Common Stock, are referred to collectively as the "Exchange
Fund."

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     (b) Exchange Procedures. As promptly as practicable after the Effective
Time, the Exchange Agent will mail to the Persons who were record holders of
Company Common Stock immediately prior to the Effective Time: (i) a letter of
transmittal in customary form and containing such provisions as Parent may
reasonably specify and the Company shall reasonably approve prior to the
Effective Time (including a provision confirming that delivery of Company Stock
Certificates shall be effected, and risk of loss and title to Company Stock
Certificates shall pass, only upon delivery of such Company Stock Certificates
to the Exchange Agent); and (ii) instructions for use in effecting the surrender
of Company Stock Certificates in exchange for certificates representing Parent
Common Stock. Upon surrender of a Company Stock Certificate to the Exchange
Agent for exchange, together with a duly executed letter of transmittal and such
other documents as may be reasonably required by the Exchange Agent or Parent:
(A) the holder of such Company Stock Certificate shall be entitled to receive in
exchange therefor a certificate representing the number of whole shares of
Parent Common Stock that such holder has the right to receive pursuant to the
provisions of Section 1.5 (and cash in lieu of any fractional share of Parent
Common Stock); and (B) the Company Stock Certificate so surrendered shall be
canceled. Until surrendered as contemplated by this Section 1.7(b), each Company
Stock Certificate shall be deemed, from and after the Effective Time, to
represent only the right to receive shares of Parent Common Stock (and cash in
lieu of any fractional share of Parent Common Stock) as contemplated by Section
1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed,
Parent may, in its reasonable discretion and as a condition to the issuance of
any certificate representing Parent Common Stock, require the owner of such
lost, stolen or destroyed Company Stock Certificate to provide an appropriate
affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as
indemnity against any claim that may be made against the Exchange Agent, Parent
or the Surviving Corporation with respect to such Company Stock Certificate.

     (c) Distributions With Respect to Unexchanged Shares. No dividends or other
distributions declared or made with respect to Parent Common Stock with a record
date after the Effective Time shall be paid or otherwise delivered to the holder
of any unsurrendered Company Stock Certificate with respect to the shares of
Parent Common Stock that such holder has the right to receive in the Merger
until such holder surrenders such Company Stock Certificate in accordance with
this Section 1.7. Subject to the requirements of applicable Law (including
applicable abandoned property, escheat or similar laws), following surrender of
any such Company Stock Certificate, the Exchange Agent will deliver to the
record holder thereof, without interest: (i) a certificate representing the
number of whole shares of Parent Common Stock issued in exchange therefor along
with cash in lieu of any fractional share pursuant to Section 1.5(d) and the
amount of any such dividends or other distributions with a record date after the
Effective Time (and with a payment date prior to the date of surrender of such
Company Stock Certificate) payable with respect to such whole shares of Parent
Common Stock; and (ii) on the appropriate payment date, the amount of dividends
or other distributions with a record date after the Effective Time (and with a
payment date on or subsequent to the date of surrender of such Company Stock
Certificate) payable with respect to such whole shares of Parent Common Stock.

     (d) Termination of Exchange Fund. Any portion of the Exchange Fund that
remains undistributed to holders of Company Stock Certificates as of the date
180 days after the date on which the Merger becomes effective shall be delivered
to Parent upon demand, and any holders of Company Stock Certificates who have

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not theretofore surrendered their Company Stock Certificates in accordance with
this Section 1.7 shall thereafter look only to Parent for satisfaction of their
claims for Parent Common Stock, cash in lieu of fractional shares of Parent
Common Stock and any dividends or distributions with respect to shares of Parent
Common Stock.

     (e) Required Withholding. Each of the Exchange Agent, Parent and the
Surviving Corporation shall be entitled to deduct and withhold from any
consideration payable or otherwise deliverable pursuant to this Agreement to any
holder or former holder of Company Common Stock such amounts as may be required
to be deducted or withheld from such consideration under the Internal Revenue
Code of 1986, as amended (the "Code") or any provision of state, local or
foreign tax law or under any other applicable Legal Requirement. To the extent
such amounts are so deducted or withheld, such amounts shall be treated for all
purposes under this Agreement as having been paid to the Person to whom such
amounts would otherwise have been paid.

     (f) No Liability. Neither Parent nor the Surviving Corporation shall be
liable to any holder or former holder of Company Common Stock or to any other
Person with respect to any shares of Parent Common Stock (or dividends or
distributions with respect thereto), or for any cash amounts, delivered to any
public official pursuant to any applicable abandoned property law, escheat law
or other similar requirement of applicable Law.


     1.8 Affiliates. Notwithstanding anything herein to the contrary, to the
fullest extent permitted by Law, no certificates representing shares of Parent
Common Stock shall be delivered to a Person who may be deemed an "affiliate" of
the Company in accordance with Section 4.13 for purposes of Rule 145 under the
Securities Act, until such Person has executed and delivered an Affiliate
Agreement (as defined in Section 4.13) to Parent.

     1.9 Further Action. If, at any time after the Effective Time, any further
action is determined by Parent or the Surviving Corporation to be necessary or
desirable to carry out the purposes of this Agreement or to vest the Surviving
Corporation with full right, title and possession of and to all rights and
property of Merger Sub and the Company, the officers and directors of the
Surviving Corporation and Parent shall be fully authorized (in the name of
Merger Sub, in the name of the Company and otherwise) to take such action.

                                   ARTICLE II
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company represents and warrants to Parent and Merger Sub, as
follows (it being understood that each representation and warranty contained in
this Article II is subject to: (a) the exceptions and disclosures set forth in
the section of the Company Disclosure Schedule corresponding to the particular
Section in this Article II in which such representation and warranty appears;
(b) any exceptions or disclosures explicitly cross-referenced in such section of
the Company Disclosure Schedule by reference to another section of the Company
Disclosure Schedule; and (c) any exception or disclosure set forth in any other

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section of the Company Disclosure Schedule to the extent it is reasonably
apparent from the wording of such exception or disclosure that such exception or
disclosure is intended to qualify such representation and warranty):

     2.1 Organization and Qualification. Each of the Company and its
Subsidiaries is a corporation duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation and has full
corporate power and authority to conduct its business as and to the extent now
conducted and to own, use and lease its assets and properties. Each of the
Company and its Subsidiaries is duly qualified, licensed or admitted to do
business and is in good standing in each jurisdiction in which the ownership,
use or leasing of its assets and properties, or the conduct or nature of its
business, makes such qualification, licensing or admission necessary, except for
such failures to be so qualified, licensed or admitted and in good standing
which, individually or in the aggregate, do not have and could not be reasonably
expected to have a material adverse effect on the Company and its Subsidiaries
taken as a whole. Section 2.1 of the Company Disclosure Schedule sets forth the
name and jurisdiction of incorporation of each Subsidiary of the Company. The
Company has delivered or made available to Parent and Merger Sub true and
complete copies of the articles of incorporation and bylaws of the Company and
similar governing instruments of each of its Subsidiaries, each as amended to
date, and each such instrument is in full force and effect. Neither the Company
nor any of its Subsidiaries is in violation of any of the provisions of its
articles of incorporation or bylaws or equivalent governing instruments.

     2.2 Capitalization.

     (a) The authorized capital stock of the Company consists of 400,000,000
shares of Company Common Stock and 5,000,000 shares of preferred stock, par
value $0.001 per share ("Company Preferred Stock"). As of the close of business
on November 30, 2005, 32,007,381 shares of Company Common Stock were issued and
outstanding and no shares of Company Common Stock were held by the Company or
any Subsidiary of the Company. As of the date hereof, no shares of Company
Preferred Stock are issued or outstanding.

     (b) As of November 30, 2005, (i) 625,000 shares of Company Common Stock
were reserved for issuance and 252,356 shares were issuable upon exercise of
outstanding stock options granted under the Company's Employee Stock Option
(1997) Plan, (ii) 300,000 shares of Company Common Stock were reserved for
issuance and 280,795 shares were issuable upon exercise of outstanding stock
options granted under the Company's 1999 Incentive and Nonqualified Stock Option
Plan, (iii) 600,000 shares of Company Common Stock were reserved for issuance
and 502,761 shares were issuable upon exercise of outstanding stock options
granted under the Company's Employee Stock Option (2000) Plan, and (iv) 600,000
shares of Company Common Stock were reserved for issuance and 450,000 shares
were issuable upon exercise of outstanding stock options granted under the
Company's Employee Stock Option (2002) Plan. Except as set forth in the
immediately preceding two sentences or on Section 2.2 of the Company Disclosure
schedules, no shares of capital stock or other equity securities of the Company
are issued, reserved for issuance or outstanding. All of the outstanding shares
of the Company's capital stock have been duly authorized and validly issued and
are fully paid and nonassessable. All shares of Company Common Stock issuable

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pursuant to the Company ESPP and issuable upon exercise of Company Options and
Company Warrants, when issued in accordance with the terms thereof, will be duly
authorized, validly issued, fully paid and nonassessable.

     (c) Section 2.2 of the Company Disclosure Schedule sets forth for each
outstanding Company Stock Option and for each outstanding Company Warrant as of
the date hereof, (i) the name of the holder of such Company Stock Option or
Company Warrant, (ii) the Company Stock Option Plan pursuant to which such
option was issued, if applicable, (iii) the number of shares of Company Common
Stock issuable upon the exercise of such Company Stock Option or Company
Warrant, (iv) the exercise price of such Company Stock Option or Company
Warrant, and (v) the date on which such Company Stock Option or Company Warrant
was granted. Notwithstanding the foregoing, the Company Disclosure Schedule
shall only set forth individually Company Warrants or Company Stock Options with
an exercise price of $1.00 or less. With respect to Company Stock Options or
Company Warrants with an exercise price exceeding $1.00, the Company Disclosure
Schedule shall only set forth the number of shares of Company Common Stock
issuable upon the exercise of such Company Stock Options or Company Warrants.

     (d) Except as disclosed in this Section 2.2 or on Section 2.2 of the
Company Disclosure Schedules, there are no options, warrants, equity securities
or similar ownership interests, calls, rights (including preemptive rights),
commitments or agreements of any character to which the Company or any of its
Subsidiaries is a party or by which it is bound obligating the Company or any of
its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or
sold, or repurchase, redeem or otherwise acquire, or cause the repurchase,
redemption or acquisition, of any shares of capital stock of the Company or any
of its Subsidiaries or obligating the Company or any of its Subsidiaries to
grant, extend, accelerate the vesting of or enter into any such option, warrant,
equity security or similar ownership interest, call, right, commitment or
agreement. There are no registration rights and there are no voting trusts,
proxies or other agreements or understandings with respect to the registration
or voting of any equity security of any class of the Company or any of its
Subsidiaries.

     2.3 Authority. The Company has all requisite corporate power and authority
to enter into this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of the Company, subject only to the approval and
adoption of this Agreement and the approval of the Merger by the Company's
stockholders and the filing of the Articles of Merger pursuant to Section
92A.200 of the NRS.

     2.4 Binding Effect. This Agreement has been duly executed and delivered by
the Company and, assuming the due authorization, execution and delivery by
Parent and Merger Sub, constitutes a valid and binding obligation of the
Company, enforceable in accordance with its terms, except as enforceability may
be limited by bankruptcy and other similar laws and general principles of
equity.

     2.5 Non-Contravention; Approvals and Consents.

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     (a) The execution and delivery of this Agreement by the Company do not, and
the performance by the Company of its obligations hereunder and the consummation
of the transactions contemplated hereby will not, (i) conflict with or violate
the articles of incorporation or bylaws of the Company or the equivalent
organizational documents of any of its Subsidiaries, (ii) subject to obtaining
the approval and adoption of this Agreement and the approval of the Merger by
the Company's stockholders as contemplated in Section 4.5 (the "Company
Stockholder Approval") and compliance with the requirements set forth in
paragraph (b) below, conflict with or violate any Law or Order applicable to the
Company or any of its Subsidiaries or by which its or any of their respective
properties is bound or affected, or (iii) result in any breach of or constitute
a default (or an event that with notice or lapse of time or both would become a
default) under, or impair the Company's rights or alter the rights or
obligations of the Company or any third party under, or give to others any
rights of termination, amendment, acceleration or cancellation of, or result in
the creation of a Lien on any of the properties, including any leased real
property, or assets of the Company or any of its Subsidiaries pursuant to, any
Company Material Contract. Section 2.5(a) of the Company Disclosure Schedule
lists all consents, waivers and approvals under any Company Material Contract
required to be obtained (other than those already obtained) in connection with
the consummation of the transactions contemplated hereby, which, if not
obtained, would have a material adverse effect on the Company or the Surviving
Corporation or have a material adverse effect on the ability of the parties to
consummate the Merger.

     (b) No consent, approval, order or authorization of, or registration,
declaration or filing with any Governmental Entity is required by or with
respect to the Company or any of its Subsidiaries in connection with the
execution and delivery of this Agreement or the consummation of the transactions
contemplated hereby, except for (i) the filing of the Articles of Merger with
the Secretary of State of the State of Nevada, (ii) the filing of the proxy
statement/prospectus to be sent to the stockholders of the Company in connection
with the meeting of the Company's stockholders to consider the approval and
adoption of this Agreement and approval of the Merger (the "Proxy
Statement/Prospectus") with the United States Securities and Exchange Commission
(the "SEC") in accordance with the Exchange Act, to be included in the
Registration Statement on Form S-4 (the "Registration Statement") to be filed by
Parent with the SEC in accordance with the Securities Act, and the effectiveness
of the Registration Statement, and (iii) such consents, approvals, orders,
authorizations, registrations, declarations and filings as may be required under
applicable federal and state securities laws, the OTC Bulletin Board and the HSR
Act, and the comparable laws of any foreign country reasonably determined by the
parties to be required (such consents, approvals, orders, authorizations,
registrations, declarations and filings described in clauses (i) through (iii)
above being referred to herein as the "Necessary Consents"); and (iv) such other
consents, approvals, orders, authorizations, registrations, declarations and
filings which, if not obtained or made, would not be material to the Company or
Parent or have a material adverse effect on the ability of the parties to
consummate the Merger.

     2.6 SEC Filings; Financial Statements.

(a) The Company has delivered (or made available on the SEC website) to Parent
accurate and complete copies of all registration statements, proxy statements
and other statements, reports, schedules, forms and other documents filed by the

<PAGE>

Company with, and all Company Certifications (as defined below) filed or
furnished by the Company with or to, the SEC since January 1, 2002, including
all amendments thereto (collectively, the "Company SEC Documents"). All
statements, reports, schedules, forms and other documents required to have been
filed or furnished by the Company with or to the SEC since January 1, 2002 have
been so filed or furnished on a timely basis. None of the Company's Subsidiaries
is required to file or furnish any documents with or to the SEC. As of the time
it was filed with or furnished to the SEC: (i) each of the Company SEC Documents
complied as to form in all material respects with the applicable requirements of
the Securities Act or the Exchange Act (as the case may be); and (ii) none of
the Company SEC Documents contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, except to the extent corrected: (A) in the
case of Company SEC Documents filed or furnished on or prior to the date of this
Agreement that were amended or superseded on or prior to the date of this
Agreement, by the filing or furnishing of the applicable amending or superseding
Company SEC Document; and (B) in the case of Company SEC Documents filed or
furnished after the date of this Agreement that are amended or superseded prior
to the Effective Time, by the filing or furnishing of the applicable amending or
superseding Company SEC Document. Each of the certifications and statements
relating to the Company SEC Documents required by Rule 13a-14 under the Exchange
Act (collectively, the "Company Certifications") is accurate and complete, and
complied as to form and content with all applicable Laws in effect at the time
each such Company Certification was filed with or furnished to the SEC.

     (b) The Company and its Subsidiaries maintain disclosure controls and
procedures required by Rule 13a-15 under the Exchange Act. Such disclosure
controls and procedures are designed to ensure that all material information
concerning the Company and its Subsidiaries required to be disclosed by the
Company in the reports that it is required to file, submit or furnish under the
Exchange Act is recorded, processed, summarized and reported on a timely basis
to the individuals responsible for the preparation of such reports. The Company
has delivered or made available to Parent accurate and complete copies of all
material policies, manuals and other documents promulgating, such disclosure
controls and procedures. The Company is, and has at all times since January 1,
2000 been, in compliance with the applicable listing and other rules and
regulations of the OTC Bulletin Board and has not since January 1, 2000 received
any notice from the OTC Bulletin Board asserting any non-compliance with any of
such rules and regulations.

     (c) The financial statements (including any related notes) contained or
incorporated by reference in the Company SEC Documents: (i) complied as to form
in all material respects with the published rules and regulations of the SEC
applicable thereto; (ii) were prepared in accordance with GAAP applied on a
consistent basis throughout the periods covered, and (iii) fairly present in all
material respects the consolidated financial position of the Company and its
Subsidiaries as of the respective dates thereof and the consolidated results of
operations and cash flows of the Company and its Subsidiaries for the periods
covered thereby. No financial statements of any Person other than the Company
and its Subsidiaries are required by GAAP to be included in the consolidated
financial statements of the Company.

     (d) The Company has delivered or made available to Parent the unaudited
consolidated balance sheet (including the notes thereto) of the Company and its

<PAGE>

Subsidiaries as of September 30, 2005 (the "Company Balance Sheet") and the
unaudited consolidated statement of income (including the notes thereto) of the
Company and its Subsidiaries for the fiscal year then ended (together with the
Company Balance Sheet, the "Company Financial Statements"). The Company
Financial Statements: (i) were prepared in accordance with GAAP applied on a
basis consistent with the basis on which the financial statements contained in
the Company SEC Documents were prepared; and (ii) fairly present in all material
respects the condensed, unaudited consolidated financial position of the Company
and its Subsidiaries as of September 30, 2005 and the condensed, unaudited
consolidated results of operations of the Company and its Subsidiaries for the
fiscal year then ended.

     (e) The Company's auditor has, at all times since the date of enactment of
the Sarbanes-Oxley Act, been: (i) a registered public accounting firm (as
defined in Section 2(a)(12) of the Sarbanes-Oxley Act); (ii) "independent" with
respect to the Company within the meaning of Regulation S-X under the Exchange
Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of
the Exchange Act and the rules and regulations promulgated by the SEC and the
Public Company Accounting Oversight Board thereunder. All non-audit services (as
defined in Section 2(a)(8) of the Sarbanes-Oxley Act) performed by the Company's
auditors for the Company and its Subsidiaries were approved as required by
Section 202 of the Sarbanes-Oxley Act.

     (f) Other than as disclosed in the Company SEC Documents, there are no
securitization transactions or "off-balance sheet arrangements" (as defined in
Item 303(c) of Regulation S-K under the Exchange Act) currently in effect and no
such transactions or arrangements have been effected by the Company or any of
its Subsidiaries since January 1, 2000.

     2.7 Absence of Certain Changes or Events.

     (a) Since the date of the Company Balance Sheet, there has not been: (i)
any material adverse effect on the Company, (ii) any change by the Company in
its accounting methods, principles or practices, except as required by
concurrent changes in GAAP or the rules and regulations promulgated by the SEC,
(iii) any revaluation by the Company of any of its assets including writing down
the value of capitalized inventory or writing off notes or accounts receivable
other than in the ordinary course of business, or (iv) any split, combination or
reclassification of the capital stock of the Company or any of its Subsidiaries.

     (b) From December 31, 2004 until the date of this Agreement, the Company
and its Subsidiaries have not taken or legally committed to take any of the
actions specified in Sections 4.3(a) through (r).

     2.8 Absence of Undisclosed Liabilities. Except for matters reflected or
reserved against in the Company Balance Sheet, neither the Company nor any of
its Subsidiaries had as of the date of the Company Balance Sheet, or has
incurred since such date, any liabilities or obligations (whether absolute,
accrued, contingent, fixed or otherwise, or whether due or to become due) of any
nature that would be required by GAAP to be reflected on the Company Balance
Sheet, other than liabilities and obligations that (i) were incurred in the
ordinary course of business consistent with past practice and (ii) have not

<PAGE>

been, and could not be reasonably expected to be, individually or in the
aggregate, materially adverse to the Company and its Subsidiaries taken as a
whole.

     2.9 Legal Proceedings. Except as disclosed in the Company SEC Documents
filed prior to the date of this Agreement, (a) there are no actions, suits,
arbitrations or proceedings pending or, to the knowledge of the Company or any
of its Subsidiaries, threatened against, relating to or affecting, nor to the
knowledge of the Company or any of its Subsidiaries are there any investigations
or audits by a Governmental Entity pending or threatened against, relating to or
affecting, the Company or any of its Subsidiaries or any of their respective
assets and properties which, if determined adversely to the Company or any of
its Subsidiaries, individually or in the aggregate, could be reasonably expected
to have a material adverse effect on the Company and its Subsidiaries taken as a
whole or on the ability of the Company to consummate the transactions
contemplated by this Agreement, and, to the knowledge of the Company or any of
its Subsidiaries, there are no facts or circumstances known to the Company or
any of its Subsidiaries that could be reasonably expected to give rise to any
such action, suit, arbitration, proceeding, investigation or audit, and (b)
neither the Company nor any of its Subsidiaries is subject to any Order that,
individually or in the aggregate, has or could be reasonably expected to have a
material adverse effect on the Company and its Subsidiaries taken as a whole or
on the ability of the Company to consummate the transactions contemplated by
this Agreement.

     2.10 Tangible Property and Assets. Except as disclosed in the Company SEC
Documents filed prior to the date of this Agreement, the Company and its
Subsidiaries have good and marketable title to, or have valid leasehold
interests in or valid rights under contract to use, all tangible property and
assets used in and, individually or in the aggregate, material to the conduct of
the businesses of the Company and its Subsidiaries taken as a whole, free and
clear of all Liens other than (i) any statutory Lien arising in the ordinary
course of business by operation of law with respect to a liability that is not
yet due or delinquent and (ii) any minor imperfection of title or similar Lien
which individually or in the aggregate with all other such Liens does not
materially impair the value of the property or asset subject to such Lien or the
use of such property or asset in the conduct of the business of the Company or
any such Subsidiary. All such property and assets are, in all material respects,
in good working order and condition, ordinary wear and tear excepted, and
adequate and suitable for the purposes for which they are presently being used.

     2.11 Intellectual Property Rights. The Company and its Subsidiaries have
all right, title and interest in, or a valid and binding license to use, all
Company IP individually or in the aggregate material to the conduct of the
businesses of the Company and its Subsidiaries taken as a whole. Neither the
Company nor any Subsidiary of the Company is in default (or with the giving of
notice or lapse of time or both, would be in default) in any material respect
under any license to use such Company IP, such Company IP is not being infringed
by any third party, and neither the Company nor any Subsidiary of the Company is
infringing any Intellectual Property Rights of any third party, except for such
defaults and infringements which, individually or in the aggregate, do not have
and could not be reasonably expected to have a material adverse effect on the
Company and its Subsidiaries taken as a whole.

     2.12 Real Property.

<PAGE>

     (a) The Company and each of its Subsidiaries has good, marketable and
indefeasible fee title to their respective Owned Real Properties, free and clear
of any Liens, other than Liens for current taxes not yet due and payable and
Liens that have arisen in the ordinary course of business and that do not (in
any case or in the aggregate) materially detract from the value of the assets
subject thereto or materially impair the operations of the Company or any of its
Subsidiaries.

     (b) Section 2.12 of the Company Disclosure Schedule sets forth an accurate
and complete list of each lease pursuant to which any real property is being
leased to the Company or any of its Subsidiaries.

     (c) Section 2.12 of the Company Disclosure Schedule contains an accurate
and complete list of all subleases, occupancy agreements and other Company
Contracts granting to any Person (other than the Company or any of its
Subsidiaries) a right of use or occupancy of any Owned Real Property and Leased
Real Property of the Company.

     2.13 Compliance; Permits.

     (a) Neither the Company nor any of its Subsidiaries nor the conduct of
their respective businesses is, in any material respect, in conflict with, or in
default or, to the knowledge of the Company or any of its Subsidiaries,
violation of, any Law applicable to the Company or any of its Subsidiaries or by
which its or any of their respective businesses or properties is bound or
affected. No investigation or review by any Governmental Entity is pending or,
to the knowledge of the Company, threatened against the Company or any of its
Subsidiaries, nor has any Governmental Entity indicated to the Company or any of
its Subsidiaries an intention to conduct the same. There is no Order binding
upon the Company or any of its Subsidiaries which has or could reasonably be
expected to have the effect of prohibiting or materially impairing any business
practice of the Company or any of its Subsidiaries, any acquisition of material
property by the Company or any of its Subsidiaries or the conduct of business by
the Company or any of its Subsidiaries as currently conducted or presently
proposed to be conducted.

     (b) The Company and its Subsidiaries hold all permits, licenses, variances,
exemptions, orders and approvals from Governmental Entities that are material to
the operation of the business of the Company and its Subsidiaries (collectively,
the "Company Permits"). The Company and its Subsidiaries are in compliance in
all material respects with the terms of the Company Permits.

     2.14 Company Material Contracts. Neither the Company nor any of its
Subsidiaries, nor, to the Company's knowledge, any other party to a Company
Material Contract, is in material breach, violation or default under, and
neither the Company nor any of its Subsidiaries has received written notice that
it has breached, violated or defaulted under, any of the material terms or
conditions of any Company Material Contract in such a manner as would permit any
other party to cancel or terminate any such Company Material Contract, or would
permit any other party to seek material damages or other material remedies (for
any or all of such breaches, violations or defaults, in the aggregate).

<PAGE>

     2.15 Taxes.

     (a) The Company and each of its Subsidiaries has filed all tax returns and
reports required to be filed by it through the date hereof and will timely file
any such returns or reports required to be filed on or prior to the Closing
Date, and such returns and reports accurately reflect all taxes, charges and
assessments owed by the Company and its Subsidiaries. Section 2.15(a) of the
Company Disclosure Schedule (i) lists every federal, state, local and foreign
jurisdiction in which the Company and its Subsidiaries are subject to Tax, and
indicates those Tax Returns that have been examined or audited and indicates
those Tax Returns that currently are the subject of examination or audit.

     (b) No extension or waiver of any statute of limitations has been requested
of or granted by the Company or any of its Subsidiaries with respect to any Tax
for any period, and no extension or waiver of time within which to file any Tax
Return has been requested by or granted to the Company or any of its
Subsidiaries.

     (c) No deficiency, delinquency, or default for any Taxes relating to the
Company or any its Subsidiaries or its receipts, income, sales transactions or
other business activities has been claimed, proposed or assessed against the
Company or any of its Subsidiaries nor has the Company or any of its
Subsidiaries received notice of any such deficiency, delinquency, or default;
and there is no audit, examination, investigation, claim, assessment, action,
suit, proceeding, lien or encumbrance in effect, pending or proposed by any tax
authority with respect to any such Taxes or with respect to any Tax Return of
the Company or any of its Subsidiaries. There are no Liens for Taxes (other than
for current Taxes not yet due and payable) on any of the assets and properties
of the Company and its Subsidiaries.

     (d) The Company and each of its Subsidiaries has withheld and paid all
Taxes required to have been withheld and paid in connection with amounts paid or
owing to any employee, independent contractor, creditor, stockholder or third
party.

     (e) There is no tax ruling, request for ruling, or settlement, compromise,
closing or Tax collection agreement in effect or pending which does or could
affect the liability of the Company or any of its Subsidiaries for Taxes for any
period after the Closing Date.

     (f) Neither the Company nor any of its Subsidiaries has (i) been a member
of an Affiliated Group filing a consolidated federal Tax Return or (ii) incurred
any liability for the Taxes of any Person under Section 1.1502-6 of the Treasury
Regulations, under any provision of state, local or foreign law similar to
Section 1.1502-6 of the Treasury Regulations, as a transferee or successor, by
contract, or otherwise.

     (g) Neither the Company nor any of its Subsidiaries is obligated to make
any payments, or is a party to any agreement that under any circumstances could
obligate the Company or any of its Subsidiaries to make any payments, that are
not or would not be deductible under Section 162(m) or Section 280G of the Code.

     (h) None of the assets of the Company and its Subsidiaries (i) consists of
or secures any indebtedness, the interest on which is exempt from Tax; (ii) is
"tax exempt use property" within the meaning of Section 168(h) of the Code; or
(iii) will as of the Closing Date be subject to any "safe harbor lease" within
the meaning of former Section 168(f)(8) of the Internal Revenue Code of 1954.

<PAGE>

     2.16 Labor and Employment Matters.

     (a) The Company and each of its Subsidiaries (i) has withheld and paid to
the appropriate Governmental Entities, or is withholding for payment not yet due
to such entities, all amounts required to be withheld from its employees; (ii)
is not liable for any arrears of wages, Taxes, penalties or other sums for
failure to comply with any of the foregoing; and (iii) has complied in all
material respects with all applicable Laws relating to the employment of labor,
including Title VII of the Federal Civil Rights Act of 1964, as amended, the
Occupational Safety and Health Act, and those relating to hours, wages,
collective bargaining and the payment and withholding of Taxes and other sums as
required by appropriate authorities.

     (b) Neither the Company nor any of its Subsidiaries is a party to any
collective bargaining agreement or other labor contract applicable to the
employees of the Company or any of its Subsidiaries. Neither the Company nor any
of its Subsidiaries is subject to any (i) unfair labor practice complaint
pending before the National Labor Relations Board or any other federal, state,
local or foreign agency, (ii) pending or threatened labor strike, slowdown, work
stoppage, lockout, or other organized labor disturbance, or threat thereof,
(iii) pending grievance proceeding, (iv) pending representation question
respecting the employees of the Company or any of its Subsidiaries, (v) pending
arbitration proceeding arising out of or under any collective bargaining
agreement or (vi) attempt by any union to represent employees of the Company or
any of its Subsidiaries as a collective bargaining agent.

     (c) None of the current or former independent contractors of the Company or
any of its Subsidiaries could be reclassified as an employee, except as would
not have and would not reasonably be expected to have or result in a material
adverse effect on the Company and its Subsidiaries.

     2.17 Employees. Section 2.17 of the Company Disclosure Schedule sets forth
a list of the names of all employees of the Company and its Subsidiaries
currently employed in connection with its and their respective businesses
(collectively, the "Employees") and indicates the current salary or wage rate of
each such Employee. All of such salaries, wages and benefits will be paid by the
Company and its Subsidiaries when due for all periods through the Closing Date.
Section 2.17 of the Company Disclosure Schedule sets forth a list of all
Employees terminated by the Company and its Subsidiaries since the date 90 days
prior to the date hereof. The employment of each Employee is terminable at will.

2.18     Employee Benefit Plans.

     (a) Section 2.18(a) of the Company Disclosure Schedule sets forth a true
and complete list of all Company Benefit Plans and identifies each such Company
Benefit Plan as either an "employee welfare benefit plan," as defined in ERISA
Section 3(1) (a "Welfare Plan") or an "employee pension benefit plan", as
defined in ERISA Section 3(2) (a "Pension Plan"); provided, however, that the

<PAGE>

term "Pension Plan" shall not include any Company Benefit Plan that is a
"multiemployer plan" within the meaning of ERISA Section 3(37) (a "Multiemployer
Plan").

     (b) The Company has delivered or made available to Parent true and complete
copies of: (i) all plan texts, agreements and material employee communications
relating to each Company Benefit Plan; (ii) all summary plan descriptions
(whether or not required to be furnished pursuant to ERISA), the most recent
annual report (including all schedules thereto) and the most recent annual and
periodic accounting and financial statements of related plan assets with respect
to each Pension Plan and Welfare Plan; and (iii) the most recent determination
letter received from the Internal Revenue Service with respect to each Pension
Plan.

     (c) To the knowledge of the Company or any of its Subsidiaries, no event
has occurred (and there exists no condition or set of circumstances) in
connection with any Company Benefit Plan that could subject Parent, Merger Sub,
the Company, the Surviving Corporation or any Company Benefit Plan, directly or
indirectly, to any liability under ERISA, the Code or any other law, regulation
or governmental order applicable to any Company Benefit Plan.

     (d) Each Company Benefit Plan (other than any Multiemployer Plan) conforms
to, and its administration is in compliance with, all applicable laws and
regulations, including but not limited to, ERISA and the Code, and no fiduciary
of any Company Benefit Plan has taken any action that could result in such
fiduciary being liable for the payment of damages under ERISA Section 409 and
that would result in any liability for Parent, Merger Sub, the Company or the
Surviving Corporation.

     (e) Each Pension Plan that is intended to qualify under Section 401(a) or
403(a) of the Code is so qualified and has received a favorable determination
letter from the Internal Revenue Service with respect to such qualification, its
related trust has been determined to be exempt from taxation under Section
501(a) of the Code, and nothing has occurred since the date of such letter that
could adversely affect such qualification or exemption.

     (f) Each Company Benefit Plan (other than any Multiemployer Plan) has been
maintained in accordance with its terms, and there are no pending or, to the
knowledge of the Company or any of its Subsidiaries, threatened claims, lawsuits
or arbitrations (other than routine claims for benefits) that have been asserted
or instituted against or with respect to any such Company Benefit Plan or the
assets of any of the trusts under any such Company Benefit Plan.

     (g) There has been no failure to comply with applicable ERISA or other
requirements as to the filing of reports, documents and notices with the
Secretary of Labor, the Secretary of the Treasury and the Pension Benefit
Guaranty Corporation ("PBGC") that could subject any Company Benefit Plan (other
than any Multiemployer Plan), any fiduciary thereof, Parent, Merger Sub, the
Company or the Surviving Corporation to a penalty, and any requirement of the
furnishing of such documents to participants or beneficiaries, due before the
Closing Date, has been or will be complied with by all of the Company Benefit
Plans prior to the Closing.

     (h) No "prohibited transaction," as such term is defined in Code Section
4975 and ERISA Section 406, has occurred with respect to any Company Benefit
Plan (other than a Multiemployer Plan) that could subject such Company Benefit

<PAGE>

Plan, any fiduciary thereof, Parent, Merger Sub, the Company or the Surviving
Corporation to a penalty for such prohibited transaction imposed by ERISA
Section 502 or a material tax imposed by Code Section 4975.

     (i) Any bond required by applicable provisions of ERISA with respect to any
Company Benefit Plan (other than a Multiemployer Plan) has been obtained and is
in full force and effect.

     (j) No "reportable event," as such term is defined in ERISA Section 4043,
has occurred or is continuing with respect to any Pension Plan.

     (k) No Pension Plan that is or was subject to Title IV of ERISA has been
terminated; no proceeding has been initiated to terminate any such Plan; and
neither the Company nor any of its Subsidiaries has incurred, and does not
reasonably expect to incur, any liability, whether to the PBGC or otherwise,
except for required premium payments, which payments have been made when due,
with respect to the termination of any Pension Plan. No event has occurred (and
there exists no condition or set of circumstances) that presents a material risk
of the partial termination of any Pension Plan.

     (l) No Company Benefit Plan provides medical or death benefits (whether or
not insured) with respect to current or former employees of the Company or any
of its Subsidiaries beyond their retirement or other termination of service
(other than (i) coverage mandated by law or (ii) death benefits under any
Pension Plan).

     (m) There are no unfunded benefit obligations arising in any jurisdiction.

     (n) The consummation of the transactions contemplated hereby will not (i)
entitle any current or former employee of the Company or any of its Subsidiaries
to severance pay, unemployment compensation or any similar payment, or (ii)
accelerate the time of payment or vesting, or increase the amount of any
compensation due to any such employee or former employee.

     (o) The Company has provided (or has caused the applicable Company Benefit
Plans to provide) and will continue to provide (or cause the applicable Company
Benefit Plans to provide) for "continuation coverage" to or for the benefit of
each "covered employee" and each "qualified beneficiary" entitled thereto (as
such terms are defined in Code Section 4980B) and shall otherwise comply in all
respects with the requirements (including, but not limited to, notice
requirements) of Code Section 4980B as to each such covered employee and each
such qualified beneficiary with respect to whom a "qualifying event" (as defined
in Code Section 4980B) has occurred (or will occur) through the Closing.

     (p) Section 2.18(p) of the Company Disclosure Schedule sets forth a true
and correct list of all Multiemployer Plans to which the Company has
contributed, or is required to contribute, since January 1, 2003. To the
Company's knowledge, each such Multiemployer Plan has been maintained in
substantial compliance with the requirements prescribed by any and all
applicable statutes, orders, rules and regulations, including, but not limited
to, ERISA and the Code. To the Company's knowledge, no "prohibited transaction,"
as defined in ERISA Section 406 or Code Section 4975, has occurred in connection
with any such Multiemployer Plan. The Company shall have made, on or prior to
the Closing, all contributions required to be made to each such Multiemployer
Plan.

<PAGE>

     (q) Section 2.18(q) of the Company Disclosure Schedule sets forth
accurately, for each Multiemployer Plan, (i) the amount of contributions by the
Company and its Subsidiaries to such plan for the prior two plan years and (ii)
the amount of withdrawal liability as determined under Section 4201 of ERISA
that the Company and its Subsidiaries would incur if any of them withdrew from
such plan in a complete withdrawal as of the date listed in Section 2.18(q) of
the Company Disclosure Schedule. With respect to any Multiemployer Plan, neither
the Company nor any of its Subsidiaries has incurred or otherwise become liable
for, or is reasonably expected to incur or become liable for, a "complete
withdrawal" or "partial withdrawal," as such terms are defined in Sections 4203
and 4205 of ERISA, respectively, with respect to events that have occurred
before or as of the Closing.

     (r) Except as set forth in Section 2.18(a) of the Company Disclosure
Schedule, the Company and its Subsidiaries do not have any medical, dental,
disability or life insurance programs, or stock option, incentive or deferred
compensation plans or other similar fringe or employee benefit plans, programs
or arrangements for the benefit of their respective employees.

     2.19 Environmental Matters.

     (a) Hazardous Material. No underground storage tanks and no amount of any
substance that has been designated by any Governmental Entity or by applicable
federal, state or local law to be radioactive, toxic, hazardous or otherwise a
danger to health or the environment, including PCBs, asbestos, petroleum,
urea-formaldehyde and all substances listed as hazardous substances pursuant to
the Comprehensive Environmental Response, Compensation, and Liability Act of
1980, as amended, or defined as a hazardous waste pursuant to the United States
Resource Conservation and Recovery Act of 1976, as amended, and the regulations
promulgated pursuant to said laws, but excluding office and janitorial supplies
("Hazardous Materials"), are present, as a result of the actions of the Company,
or its Subsidiaries or any affiliate of the Company, or, to the knowledge of the
Company, as a result of any actions of any third party or otherwise, in, on or
under any property, including the land and the improvements, ground water and
surface water thereof, that the Company or any of its Subsidiaries has at any
time owned, operated, occupied or leased.

     (b) Hazardous Materials Activities. Neither the Company nor any of its
Subsidiaries has transported, stored, used, manufactured, disposed of, released
or exposed its employees or others to any Hazardous Materials in violation of
any law in effect on or before the Closing Date, and neither the Company nor any
of its Subsidiaries has disposed of, transported, sold, used, released, exposed
its employees or others to or manufactured any product containing any Hazardous
Material (collectively, "Hazardous Materials Activities") in violation of any
law, rule, regulation, treaty or statute promulgated by any Governmental Entity
in effect on or prior to the Closing Date to prohibit, regulate or control
Hazardous Materials or any Hazardous Materials Activities.

<PAGE>

     (c) Permits. The Company and its Subsidiaries currently hold all
environmental approvals, permits, licenses, clearances and consents (the
"Environmental Permits") necessary for the conduct of the Company's and its
Subsidiaries' Hazardous Materials Activities and other businesses of the Company
and its Subsidiaries as such activities and businesses are currently being
conducted, except where the failure to hold such Environmental Permits could not
be reasonably expected to result in a material liability to the Company and its
Subsidiaries taken as a whole.

     (d) Environmental Liabilities. No action, proceeding, revocation
proceeding, amendment procedure, writ, injunction or claim is pending, or to the
Company's knowledge, threatened concerning any Environmental Permit, Hazardous
Material or any Hazardous Materials Activity of the Company or any of its
Subsidiaries.

     2.20 Statements; Proxy Statement/Prospectus. None of the information
supplied or to be supplied by the Company for inclusion or incorporation by
reference in (a) the Registration Statement will, at the time it becomes
effective under the Securities Act, contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein not misleading and (b) the
proxy statement/prospectus to be sent to the stockholders of the Company in
connection with the Company Stockholder Meeting (as defined in Section 4.5(a))
(such proxy statement/prospectus as amended or supplemented is referred to
herein as the "Proxy Statement/Prospectus") shall not, on the date the Proxy
Statement/Prospectus is first mailed to the Company's stockholders or at the
time of the Company Stockholder Meeting, contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading. If at any time before
the Effective Time, any event relating to the Company or any of its affiliates,
officers or directors should be discovered by the Company which should be set
forth in a supplement to the Proxy Statement/Prospectus, the Company shall
promptly inform Parent. Notwithstanding the foregoing, the Company makes no
representation or warranty with respect to any information supplied or to be
supplied by Parent or Merger Sub that is, will be, or is required to be,
contained in any of the foregoing documents.

     2.21 Certain Business Practices. Neither the Company nor any of its
Subsidiaries, and, to the knowledge of the Company, no Representative of the
Company or any of its Subsidiaries with respect to any matter relating to the
Company or any of its Subsidiaries, has: (a) used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses relating to
political activity; (b) made any unlawful payment to foreign or domestic
government officials or employees or to foreign or domestic political parties or
campaigns or violated any provision of the Foreign Corrupt Practices Act of
1977, as amended; or (c) made any other unlawful payment.

     2.22 Interested Party Transactions. Except as disclosed in the Company SEC
Documents, neither the Company nor any of its Subsidiaries is indebted to any
director or officer of the Company or any of its Subsidiaries (except for
amounts due as normal salaries and bonuses and in reimbursement of ordinary
expenses), and no such person is indebted to the Company or any of its
Subsidiaries, and there are no other transactions of the type required to be
disclosed pursuant to Items 402 or 404 of Regulation S-K under the Securities
Act and the Exchange Act.

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     2.23 Insurance. The Company and each of its Subsidiaries has policies of
insurance and bonds of the type and in amounts customarily carried by persons
conducting businesses or owning assets similar to those of the Company and its
Subsidiaries. There is no claim pending under any of such policies or bonds as
to which coverage has been questioned, denied or disputed by the underwriters of
such policies or bonds. All premiums due and payable under all such policies and
bonds have been paid and the Company and its Subsidiaries are otherwise in
compliance in all material respects with the terms of such policies and bonds.
Company has no knowledge of any threatened termination of, or material premium
increase with respect to, any of such policies.

     2.24 Minute Books. The minute books of the Company and its Subsidiaries
made available to Parent contain a complete and accurate summary of all meetings
of directors and stockholders or actions by written consent of the Company and
the respective Subsidiaries during the past three years and through the date of
this Agreement, and reflect all transactions referred to in such minutes
accurately in all material respects.

     2.25 Vote Required. The affirmative vote of the holders of at least a
majority of the shares of Company Common Stock outstanding on the record date
set for the Company Stockholders Meeting is the only vote of the holders of any
of Company's capital stock necessary to approve this Agreement and the
transactions contemplated hereby.

     2.26 Brokers' and Finders' Fees. The Company has not incurred, nor will it
incur, directly or indirectly, any liability for brokerage or finders' fees or
agents' commissions or any similar charges in connection with this Agreement or
any transaction contemplated hereby.

                                  ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF PARENT

         Parent represents and warrants to the Company, as follows (it being
understood that each representation and warranty contained in this Article III
is subject to: (a) the exceptions and disclosures set forth in the section of
the Parent Disclosure Schedule corresponding to the particular Section in this
Article III in which such representation and warranty appears; (b) any
exceptions or disclosures explicitly cross-referenced in such section of the
Parent Disclosure Schedule by reference to another section of the Parent
Disclosure Schedule; and (c) any exception or disclosure set forth in any other
section of the Parent Disclosure Schedule to the extent it is reasonably
apparent from the wording of such exception or disclosure that such exception or
disclosure is intended to qualify such representation and warranty):

     3.1 Organization and Qualification. Each of Parent and Merger Sub is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation and has full corporate power and authority
to conduct its business as and to the extent now conducted and to own, use and
lease its assets and properties. Parent and each of its Subsidiaries is duly
qualified, licensed or admitted to do business and is in good standing in each
jurisdiction in which the ownership, use or leasing of its assets and
properties, or the conduct or nature of its business, makes such qualification,
licensing or admission necessary, except for such failures to be so qualified,
licensed or admitted and in good standing which, individually or in the
aggregate, do not have and could not be reasonably expected to have a material
adverse effect on Parent and its Subsidiaries taken as a whole. Section 3.1 of
the Parent Disclosure Schedule sets forth the name and jurisdiction of
incorporation of each Subsidiary of Parent. Parent has delivered or made
available to the Company true and complete copies of the certificate of
incorporation and bylaws of Parent and similar governing instruments of each of
its Subsidiaries, as amended to date, and each such instrument is in full force
and effect. Neither Parent nor any of its Subsidiaries is in violation of any of
the provisions of its certificate of incorporation or bylaws or equivalent
governing instruments.

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     3.2 Capitalization.

     (a) The authorized capital stock of Parent consists of 250,000,000 shares
of Parent Common Stock and 2,000,000 shares of preferred stock, par value
$0.0001 per share ("Parent Preferred Stock"), of which (i) 500,000 shares are
designated Series A Junior Participating Preferred Stock, none of which are
issued or outstanding, (ii) 2,000 shares are designated as Series E Convertible
Preferred Stock, of which approximately 923 shares are issued and outstanding,
(iii) 250 shares are designated as Series F Convertible Preferred Stock, of
which 194 shares are issued and outstanding, and (iv) 10,000 shares are
designated as Series G Convertible Preferred Stock, of which approximately 6,579
shares are issued and outstanding. As of the close of business on November 30,
2005, 20,929,673 shares of Parent Common Stock were issued and outstanding and
no shares of Parent Common Stock were held by Parent or any Subsidiary of
Parent.

     (b) As of November 30, 2005, (i) 270,000 shares of Parent Common Stock were
reserved for issuance (ii) 2,291,669 shares were issuable upon exercise of
outstanding stock options granted under Parent's 2004 Equity Incentive Plan (the
"2004 Equity Incentive Plan"); 805,860 shares were issuable upon exercise of
outstanding stock options granted under Parent's 1995 Stock Incentive Plan (the
"1995 Stock Incentive Plan"); and (iii) Parent had reserved for issuance
13,671,488 shares of Parent Common Stock issuable upon exercise of outstanding
warrants to purchase shares of Parent Common Stock (the "Parent Warrants"). As
of November 30, 2005, (w) approximately 1,846,262 shares of Parent Common Stock
were issuable upon conversion of Parent's Series E Convertible Preferred Stock,
(x) 4,740,000 shares of Parent Common Stock were issuable upon conversion of
Parent's Series F Convertible Preferred Stock, and (y) approximately 13,157,560
shares of Parent Common Stock were issuable upon conversion of Parent's Series G
Convertible Preferred Stock. Except as set forth in the immediately preceding
two sentences, no shares of capital stock or other equity securities of Parent
are issued, reserved for issuance or outstanding. All of the outstanding shares
of Parent's capital stock have been duly authorized and validly issued and are
fully paid and nonassessable. All shares of Parent Common Stock issuable
pursuant to the 2004 Equity Incentive Plan and 1995 Stock Option/Stock Issuance
Plan, issuable upon exercise of Parent Warrants, issuable upon conversion of the
outstanding Parent Preferred Stock and issuable as payment of principal and
interest under certain of Parent's outstanding promissory notes, when issued in
accordance with the terms thereof, will be duly authorized, validly issued,
fully paid and nonassessable.

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     (c) Except as set forth in Section 3.2(b) above, there are no options,
warrants, equity securities or similar ownership interests, calls, rights
(including preemptive rights), commitments or agreements of any character to
which Parent or any of its Subsidiaries is a party or by which it is bound,
obligating Parent or any of its Subsidiaries to issue, deliver or sell, or cause
to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or
cause the repurchase, redemption or acquisition, of any shares of capital stock
of Parent or any of its Subsidiaries or obligating Parent or any of its
Subsidiaries to grant, extend, accelerate the vesting of or enter into any such
option, warrant, equity security or similar ownership interest, call, right,
commitment or agreement. There are no registration rights and there are no
voting trusts, proxies or other agreements or understandings with respect to the
registration or voting of any equity security of any class of Parent or any of
its Subsidiaries.

     3.3 Authority. Each of Parent and Merger Sub has all requisite corporate
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of Parent and Merger
Sub, subject only to the filing of the Articles of Merger pursuant to Section
92A.200 of the NRS.

     3.4 Binding Effect. This Agreement has been duly executed and delivered by
each of Parent and Merger Sub and, assuming the due authorization, execution and
delivery by the Company, constitutes a valid and binding obligation of each of
Parent and Merger Sub, enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy and other similar laws and general
principles of equity.

     3.5 Non-Contravention; Approvals and Consents.

     (a) The execution and delivery of this Agreement by Parent and Merger Sub
do not, and the performance by Parent and Merger Sub of their respective
obligations hereunder and the consummation of the transactions contemplated
hereby will not, (i) conflict with or violate the certificate of incorporation
or bylaws of Parent, the articles of incorporation or bylaws of Merger Sub or
the equivalent organizational documents of any other Subsidiary of Parent, (ii)
subject to compliance with the requirements set forth in paragraph (b) below,
conflict with or violate any Law or Order applicable to Parent, Merger Sub or
any other Subsidiary of Parent or by which any of their respective properties is
bound or affected, or (iii) result in any breach of or constitute a default (or
an event that with notice or lapse of time or both would become a default)
under, or impair Parent's rights or alter the rights or obligations of Parent or
any third party under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or result in the creation of a Lien on any of
the properties, including any leased real property, or assets of Parent or any
of its Subsidiaries pursuant to, any Parent Material Contract. Section 3.5(a) of
the Parent Disclosure Schedule lists all consents, waivers and approvals under
any Parent Material Contract required to be obtained (other than those already
obtained) in connection with the consummation of the transactions contemplated
hereby, which, if not obtained, would have a material adverse effect on Parent
or any of its Subsidiaries or have a material adverse effect on the ability of
the parties to consummate the Merger.

     (b) No consent, approval, order or authorization of, or registration,
declaration or filing with any Governmental Entity is required by or with
respect to Parent or any of its Subsidiaries in connection with the execution
and delivery of this Agreement or the consummation of the transactions
contemplated hereby, except for (i) the Necessary Consents and (ii) such other
consents, approvals, orders, authorizations, registrations, declarations and
filings which, if not obtained or made, would not be material to the Company or
Parent or have a material adverse effect on the ability of the parties to
consummate the Merger.

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