AGREEMENT AND PLAN OF MERGER

A.    The issued and outstanding capital stock of ELS ESI is set forth on Exhibit A hereto; and

B.    Resolve owns 100% of the issued and outstanding stock of Merger Sub; and

C.    It is proposed that Merger Sub be merged with and into ELS ESI, with ELS ESI as the surviving corporation (the “ Merger ”), and that the presently issued and outstanding shares of common stock, without par value, of ELS ESI be converted into merger consideration as set forth herein; and

D.    The Boards of Directors and shareholders of ELS ESI and the sole member of Merger Sub have each approved the Merger upon the terms and conditions set forth herein and have approved this Agreement; and

E.    ELS ESI and Merger Sub desire to enter into and carry out the transactions contemplated by this Agreement in accordance with the terms hereof, and the provisions of the Ohio Revised Code and the Michigan Business Corporation Act; and

F.    The parties intend that the Merger shall qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the " Internal Revenue Code ").

ARTICLE I.   

Section 1.01    Merger into ELS ESI .

Section 1.02    Effective Time and Effective Date

Section 1.03    Effects of the Merger

Section 1.04    Articles of Incorporation and Code of Regulations

(a)    The articles of incorporation of ELS ESI, as in effect immediately prior to the Effective Time, shall be the articles of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

(b)    The bylaws of ELS ESI as in effect immediately prior to the Effective Time shall be the code bylaws of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable law.

Section 1.05    Directors

Section 1.06    Officers

Section 1.07    Rights and Obligations .

Section 1.08    Closing

Section 1.09    Deliveries by Merger Sub to ELS ESI

(a)    the resignations of all officers and managers of Merger Sub;

(b)    the stock books, stock ledgers or other records reflecting the ownership of all outstanding membership units, minute books and corporate seals, if any of Merger Sub;

(c)    a certificate of the sole member of Merger Sub certifying, as complete and accurate as of the Closing, as to attached copies of the Articles of Organization of Merger Sub and all necessary action on behalf of Merger Sub approving its execution, delivery and performance of this Agreement;

(d)    a certificate of good standing of Merger Sub issued by the Secretary of State of Ohio;

(e)    a certificate of good standing of Resolve issued by the Secretary of State of the State of Nevada;

(f)    certificates for shares of Resolve Common Stock (defined below) issued in accordance with Section 2.04; and

(g)    a promissory note, duly executed by Resolve, in accordance with Section 2.04.

Section 1.10    Deliveries by ELS ESI to Merger Sub

(a)    a certificate of the Secretary of ELS ESI certifying, as complete and accurate as of the Closing, as to attached copies of the Articles of Incorporation and Bylaws of ELS ESI and all necessary corporate action on behalf of ELS ESI approving its execution, delivery and performance of this Agreement; and

(b)    a certificate of good standing of ELS ESI issued by the Secretary of State of the State of Michigan.

Section 1.11    Conversion of Equity .

(a)    At the Effective Time on the Effective Date, (i) all shares of common stock, par value $1.00 per share, of ELS ESI (“ ELS ESI Common Stock ”) issued and outstanding immediately prior thereto and owned by Stephen R. Roux shall be converted into the right to receive, collectively, 200,000 shares of common stock, par value $0.0001 per share, of Resolve (“ Resolve Common Stock ”) for all shares of ELS ESI Common Stock so converted; and (ii) all shares of ELS ESI Common Stock issued and outstanding immediately prior thereto and owned by William J. Walton shall be converted into the right to receive, collectively, for all shares of ELS ESI Common Stock so converted (A) a promissory note from Resolve in the principal amount of $105,000, and (B) 25,000 shares of Resolve Common Stock (collectively, the “ ELS ESI Merger Consideration ”). On the Closing Date, Resolve will send irrevocable instructions to its transfer agent to issue certificates to Stephen R. Roux and William J. Walton representing 200,000 and 25,000 shares of Resolve Common Stock, respectively, to be issued hereunder. For purposes of this Agreement, the shares of Resolve Stock being issued hereunder are valued at $2.00 per share.

(b)    The shares of Resolve Common Stock to be issued as set forth in the above paragraph shall not be registered under state or federal securities laws but shall qualify as exempt from registration under Regulation D promulgated under the Securities Act of 1933 (“ Act ”) or other recognized exemptions from registration, and as such, shall be deemed to be restricted securities as defined in Rule 144(a)(3) of the Act. As such, the Resolve Common Stock shall include a customary form of restrictive legend which indicates that the shares may not be resold, transferred, pledged or hypothecated by the holder(s) thereof unless such shares are registered under the Act or in accordance with a legal opinion permitting such sale or transfer, which legal opinion shall be in form and substance acceptable to counsel for Resolve.

(c)    All equity of Merger Sub outstanding at the Effective Time shall be cancelled as of the Effective Time.

Section 1.12    Surrender of Certificates .

ARTICLE II.   

(a)    ELS ESI is duly organized, validly existing and in good standing under the laws of its state of incorporation and is not required to be qualified to do business as a foreign corporation in any other jurisdiction where the failure to so qualify would have a material adverse effect on it. ELS ESI has all requisite corporate power and authority to own its Properties and carry on its business as presently conducted. The copies of the Articles of Incorporation and Bylaws of ELS ESI attached to the Secretary’s Certificate for ELS ESI delivered pursuant to Section 2.04(c) are complete and reflect all amendments thereto through the date hereof.

(b)    The stock and minute books of ELS ESI have been made available to Merger Sub for review and contain a complete and accurate record of all shareholders of ELS ESI and all material actions of the shareholders and directors (and any committees thereof) taken at meetings of shareholders or directors of ELS ESI or by written consent.

(c)    ELS ESI has no subsidiaries, participates in any partnership or joint venture, or owns any outstanding capital stock of any other entity.

Section 2.02    Capitalization and Ownership

Section 2.03    Preemptive Rights; Registration Rights

Section 2.04    No Defaults or Consents

(i)    violate or conflict with any of the terms, conditions or provisions of the Articles of Incorporation or Bylaws of ELS ESI;

(ii)    violate in any material respect any Legal Requirements applicable to ELS ESI;

(iii)    result in the creation of any lien, charge or other encumbrance on the shares of capital stock or any Property of ELS ESI; or

(iv)    require ELS ESI to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority except where the failure to so obtain or make would not have a Material Adverse Effect.

Section 2.05    No Proceedings

Section 2.06    Absence of Certain Changes

(a)    suffered any Material Adverse Change;

(b)    contracted for the purchase of any capital assets having a cost in excess of $10,000 or paid any capital expenditures in excess of $10,000, except in the ordinary course of business consistent with past practice;

(c)    incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice;

(d)    incurred or discharged any material liabilities or obligations except in the ordinary course of business consistent with past practice;

(e)    paid any amount on any indebtedness prior to the due date, forgiven or canceled any material debts or claims or released or waived any material rights or claims, except in the ordinary course of business consistent with past practice;

(f)    mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its Properties or Company Assets;

(g)    suffered any damage or destruction to or loss of any Company Assets (whether or not covered by insurance) that has materially adversely affected its business;

(h)    acquired or disposed of any material Company Assets except in the ordinary course of business consistent with past practice;

(i)    made any payments to any person or entity except in the ordinary course of business consistent with past practice or loaned any money to any person or entity that is not reflected in the Financial Statements;

(j)    formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity;

(k)    redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights or paid any dividends or made any distribution to the holders of its capital stock;

(l)    entered into or terminated any material agreement with any person or group, or modified or amended in any material respect the terms of any existing agreement except in the ordinary course of business consistent with past practice;

(m)    received any indication from any customer or supplier that it intends to discontinue or change the terms of its relationship wit