AGREEMENT AND PLAN OF MERGER

<FILENAME>ims123006abi_ex99-1.txt


                        AGREEMENT AND PLAN OF MERGER

   This Agreement and Plan of Merger, dated December 30, 2006 (this
"Agreement"), is by and among International Monetary Systems, Ltd., a
Wisconsin corporation ("Buyer"), IMS Holdings Inc., a New York corporation
("Newco"), Alliance Barter, Inc., a New York corporation ("ABI"), and
Stephen E. Webster ("Shareholder").

   WHEREAS, the Board of Directors of each of Buyer and ABI believe it
is in the best interest of each company and their respective shareholders
that Newco, a wholly-owned subsidiary of Buyer, and ABI combine into a
single company through the statutory merger of ABI with and into Newco
(the "Merger") and, in furtherance thereof, have approved the Merger; and

   WHEREAS, pursuant to the Merger and subject to the terms and
conditions of this Agreement, among other things (i) all of the issued and
outstanding shares of common stock of ABI ("ABI Common Stock") shall be
converted into the right to receive shares of voting common stock, $0.0001
par value per share, of Buyer ("IMS Common Stock"), and (ii) all of the
issued and outstanding shares of common stock of Newco shall remain issued
and outstanding and owned by Buyer; and

   WHEREAS, Buyer, Newco, ABI and Shareholder desire to make certain
representations, warranties, covenants and other agreements in connection
with the Merger;

   NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:

                                 ARTICLE I
                                THE MERGER

1.1 The Merger.   On the "Effective Date," as defined in Section 1.2
below, and subject to the terms and conditions of this Agreement and
the applicable provisions of the New York Business Corporation Law
("New York Law"), ABI shall be merged with and into Newco, the separate
corporate existence of ABI shall cease, and Newco shall continue as
the surviving corporation and a wholly-owned subsidiary of Buyer.  
Newco as the surviving corporation after the Merger is sometimes
referred to in this Agreement as the "Surviving Corporation."

1.2 Effective Date.   Unless this Agreement is earlier terminated pursuant
to Article V, the parties hereto agree to use their respective best
efforts to consummate the Merger, effective as of January 31, 2007
(the "Effective Date").   The "Closing" shall be held at ABI's offices
located at 1595 Elmwood Avenue, Rochester, New York, on such date and
at such time as the parties shall agree upon in writing.   The date
upon which the Closing actually takes place is herein referred to as
the "Closing Date."   On the Closing Date, the parties shall cause a
Certificate of Merger to be filed with the Department of State of the
State of New York in accordance with the relevant provisions of New
York Law, to be effective as of the Effective Date.

<PAGE> 2

1.3 Effect of the Merger.   The effect of the Merger shall be as provided
in the applicable provisions of New York Law.   Without limiting the
generality of the foregoing, and subject thereto, on the Effective
Date all property, rights, privileges, powers and franchises of ABI
shall vest in the Surviving Corporation, and all debts, liabilities
and obligations of ABI shall become the debts, liabilities and
obligations of the Surviving Corporation.  

1.4 Purchase Price and Payment.   In connection with the Merger, Buyer
will pay Shareholder an amount equal to Two Million Five Hundred Thousand
and 00/100 Dollars ($2,500,000.00), payable on the Effective Date by
the delivery of three million three hundred thirty-three thousand
three hundred thirty-three (3,333,333) shares of IMS Common Stock (the
"Merger Shares").   The Merger Shares will be restricted securities
that are not registered under the Securities Act of 1933, as amended
(the "Securities Act").   On the Effective Date, (i) Shareholder shall
cause to be delivered to Buyer one or more stock certificates
representing all of the issued and outstanding shares of ABI Common
Stock, in proper form for transfer, and (ii) Buyer shall deliver to
Shareholder one or more stock certificates, at Shareholder's
discretion with respect to the number of stock certificates and the
number of Merger Shares represented by each stock certificate,
representing in the aggregate Shareholder's ownership of the Merger
Shares.

1.5 Earnest Money Deposit.   Shareholder acknowledges that Fifty Thousand
and 00/100 Dollars ($50,000.00) has been deposited with Shareholder by
Buyer (the "Earnest Money").   The Earnest Money shall be returned to
Buyer upon consummation of the Merger.   Upon termination of this
Agreement prior to consummation of the Merger, the Earnest Money shall
be retained by Shareholder in accordance with the terms of Section 5.2
below.

1.6 Guaranty of Value of the Merger Shares.   Buyer hereby guarantees
that Shareholder will receive a minimum of Two Million Five Hundred
Thousand and 00/100 Dollars ($2,500,000.00), or seventy-five cents
($.75) per Merger Share (the "Guaranteed Price"), net after all
commissions and other expenses of sale, upon his sale of the Merger
Shares.   This guaranty, and Buyer's obligations under this Agreement,
will be secured by (i) a first priority security interest in all of
the assets that vest in the Surviving Corporation on the Effective
Date as a result of the Merger, and (ii) the establishment and funding
of an escrow account in accordance with the terms set forth in
Section 1.8 below.

1.7 Security Agreement.   At the Closing, Buyer and Shareholder will
enter into the Security Agreement attached hereto as Exhibit A, to be
effective as of the Effective Date.  

1.8 Establishment of Escrow Account.   As of the Effective Date, Buyer
shall have established an escrow account at The Bank of Castile, a New
York State chartered commercial bank (the "Escrow Account").  
Commencing on the Effective Date and, subject to the terms and
conditions set forth in Section 1.10 below, on or before the 20th day
of each month thereafter for the following fifty-nine (59) months,
Buyer will deposit $40,000 per month into the Escrow Account.   In
connection with the establishment of the Escrow Account, at the
Closing Buyer, Shareholder and The Bank of Castile (as escrow agent)
will enter into the Escrow Agreement attached hereto as Exhibit B, to
be effective as of the Effective Date.

                                           2
<PAGE> 3

1.9 Redemption of the Merger Shares.

   (a) Repurchase of All Merger Shares.   If, as of January 31, 2012,
Shareholder has not received, from (i) sales of Merger Shares,
and/or (ii) retention of Merger Shares for investment pursuant to
Section 1.10(c) below, an aggregate amount equal to at least Two
Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00)
(net after all commissions and other expenses of sale), upon
written request from Shareholder, Buyer will repurchase all
remaining Merger Shares then held by Shareholder at the
Guaranteed Price (and Buyer will pay any and all commissions or
other expenses associated with such purchase and sale, if any).  
The closing for the purchase and sale of Shareholder's remaining
Merger Shares contemplated by this Section 1.9(a) shall take
place within thirty (30) days following Buyer's receipt of
Shareholder's written request.

   (b) Monthly Repurchases of Merger Shares.   During each of the
first sixty (60) months from and after the Effective Date,
Shareholder may require Buyer to purchase from Shareholder up to
53,333 of the Merger Shares per month at the Guaranteed Price
(and Buyer will pay any and all commissions or other expenses
associated with such purchase and sale, if any).   This right will
be cumulative so that, in the event it is not exercised during
any month, it will carry forward and be exercisable in any
subsequent month. For example, if Shareholder does not exercise
this right in two (2) separate months, in any subsequent month
Shareholder would have the right to require Buyer to purchase
159,999 of the Merger Shares at a price of $120,000.00 (and Buyer
will pay any and all commissions or other expenses associated
with such purchases and sales, if any).   To exercise his rights
under this Section 1.9(b), Shareholder shall provide written
notice to Buyer indicating the number of Merger Shares to be sold
and the closing for the purchase and sale of such Merger Shares
shall take place within fifteen (15) days following Buyer's
receipt of Shareholder's written notice.

1.10 Release of Buyer's Obligations.

   (a) Market Conditions.   Commencing on the earlier of (1) the
effective date of registration of a minimum of two million
(2,000,000) of the Merger Shares, or (2) the first anniversary of
the Effective Date:

   (i) If (A) shares of IMS Common Stock are trading on a
national securities exchange at a per share price in
excess of the Guaranteed Price for twenty (20)
consecutive trading days, (B) the average daily trading
volume for shares of IMS Common Stock is greater than
50,000 shares for such twenty (20) consecutive trading
day period, and (C) Shareholder is eligible to resell
the Merger Shares without restriction (under Rule 144,
any other applicable securities laws, or otherwise),
then Buyer shall have the right to give written notice
to Shareholder of such circumstances and to require that
Shareholder elect to either (1) sell 53,333 of the

                                          3
<PAGE> 4

Merger Shares on the applicable national securities
exchange, (2) require Buyer to redeem 53,333 of the
Merger Shares at the Guaranteed Price (and Buyer will
pay any and all commissions or other expenses associated
with such purchase and sale, if any), or (3) retain
53,333 of the Merger Shares for investment.   Upon
receipt of Buyer's written notice under this
Section 1.10(a)(i), Shareholder shall have fifteen (15)
days within which to notify Buyer in writing of his
election.   If Shareholder fails to provide a response
within fifteen (15) days, Shareholder shall be deemed to
have elected to retain 53,333 of the Merger Shares for
investment.  

   (ii)If (A) shares of IMS Common Stock are trading on a
national securities exchange at a per share price of at
least $1.25 for a period of ninety (90) consecutive
days, (B) the average daily trading volume for shares of
IMS Common Stock is greater than 100,000 shares for such
ninety (90) day trading period, and (C) Shareholder is
eligible to resell the Merger Shares without restriction
(under Rule 144, any other applicable securities laws,
or otherwise), then Buyer may provide to Shareholder a
written opinion from a broker or market maker for IMS
Common Stock to the effect that such party believes it
can sell a particular number of the Merger Shares for at
least $1.00 per share and require that Shareholder elect
to (1) sell all or a portion of that number of Merger
Shares on the applicable national securities exchange
(and, in the event that Shareholder does not receive at
least $1.00 per share for such sales, net after all
commissions and other expenses of sale, Buyer shall pay
Shareholder the amount of any such shortfall), and/or
(2) retain the remainder of that number of Merger Shares
(after giving effect to any sales under subsection (1))
for investment, in which case Buyer shall be relieved of
all further obligations in respect of those Merger
Shares.

   (b) Election to Sell Merger Shares.   In the event that, in
response to a written notice from Buyer under subsection (a)
above, Shareholder elects to sell 53,333 (or more) of the Merger
Shares on the applicable national securities exchange, Buyer
shall be relieved of its obligation under Section 1.9(b) above to
repurchase such shares and its obligation under Section 1.8 above
to make the $40,000 escrow deposit for the month in which such
sale is consummated.   Upon the sale of any Merger Shares,
Shareholder shall notify Buyer within fifteen (15) days of such
sale of the number of Merger Shares sold and the price received
for such Merger Shares.   For purposes of Section 1.9(a) above and
Section 1.10(d) below, the net price received, less commissions
and other expenses of sale, shall be credited towards the total
purchase price received by Shareholder for the Merger Shares.  

   (c)Election to Retain Merger Shares.   In the event that, in
response to a written notice from Buyer under subsection (a)
above, Shareholder elects to retain 53,333 (or more) of the
Merger Shares for investment, whether by providing notice to
Buyer or by failing to timely respond to Buyer's notice, Buyer
shall be relieved of its obligation under Section 1.9(b) above to
repurchase such shares and its obligation under Section 1.8 above
to make the $40,000 escrow deposit for the month in which such
election is effective.   For purposes of Section 1.9(a) above and

                                        4
<PAGE> 5

Section 1.10(d) below, any shares retained for investment under
this Section 1.10(c) shall be credited at the Guaranteed Price
towards the total purchase price received by Shareholder for the
Merger Shares.

   (d) Prepayment of the Guaranteed Price.   If, at any time after the
first anniversary of the Effective Date, Shareholder is deemed to
have received at least Two Million Five Hundred Thousand and
00/100 Dollars ($2,500,000.00) through any combination of the
following: (i) deposits by Buyer into the Escrow Account, (ii)
sales of Merger Shares, (iii) retention of Merger Shares for
investment as provided in subsection (c) above, and/or (iv)
redemption of Merger Shares by Buyer, then all of Buyer's
obligations under Sections 1.8 and 1.9 above shall be deemed
satisfied and Buyer shall have the right to give written notice
to Shareholder of such circumstances and to require that
Shareholder elect to (A) require Buyer to redeem all or any
portion of the Merger Shares then held by Shareholder at the
Guaranteed Price (and Buyer will pay any and all commissions or
other expenses associated with such purchase and sale, if any),
and/or (B) retain all remaining Merger Shares (after giving
effect to the redemption of any Merger Shares under
subsection (A)) for investment, following which Buyer shall be
relieved of all further obligations with respect to the remaining
Merger Shares.

   1.11 Assignment of the Merger Shares.   Notwithstanding any provision
to the contrary set forth in this Agreement, Buyer acknowledges and
agrees that Shareholder may transfer or assign up to five hundred
thousand (500,000) of the Merger Shares, and all of his rights under
this Agreement with respect thereto, to any transferee or assignee
upon written notice to Buyer, and Buyer further agrees that any such
transferee or assignee whom is a parent, grandparent, or lineal or
collateral descendant of Shareholder shall be entitled to all of the
rights granted to Shareholder under this Agreement with respect to
such Merger Shares, including without limitation the rights set forth
under Sections 1.8, 1.9 and 1.10 above.

                                 ARTICLE II
                            REGISTRATION RIGHTS

   2.1 Registration.   Buyer will register a minimum of two million
(2,000,000) of the Merger Shares (the "Registrable Securities") within
six (6) months of the Effective Date, either as part of any other
registration that Buyer may consummate, or as a separate registration
specifically for the benefit of Shareholder.

   (a) Requested Registration.   As soon as practicable following
the written request of Shareholder, Buyer will effect a public
registration of the Registrable Securities (including without
limitation filing post-effective amendments, appropriate
qualifications under applicable blue sky or other state
securities laws, and appropriate compliance with the Securities
Act by filing a registration statement covering the Registrable
Securities; provided, however, that Buyer shall have the right to
defer such filing for no more than six (6) months if, in the good
faith judgment of Buyer's Board of Directors, such filing would
be seriously detrimental to Buyer. The registration statement
filed pursuant to the request of Shareholder may include other
securities of Buyer.

                                          5
<PAGE> 6

   (b) Buyer Registration.

   (i) If Buyer shall determine to register any of its
securities either for its own account or the account of
a security holder or holders exercising their respective
demand registration rights, other than a registration
relating solely to employee benefit plans, or a
registration relating solely to a Rule 145 transaction,
or a registration on any registration form that does not
permit secondary sales, the Company will (A) promptly
give written notice to Shareholder, and (B) include in
such registration (and any related qualification under
blue sky laws or other compliance), all of the
Registrable Securities requested to be included in such
registration pursuant to a written request by
Shareholder within fifteen (15) days after the written
notice from Buyer described in clause (A) above is
given.   Such written request may specify that all or a
part of Shareholder's Registrable Securities be included
in such registration.

   (ii) If the registration for which Buyer gives notice is
for a registered public offering involving an underwriting,
Buyer shall so advise Shareholder as a part of the
written notice given pursuant to subsection (i) above.  
In such event, the right of Shareholder to have all or a
portion of the Registrable Securities registered
pursuant to this Section 2.1(b) shall be conditioned
upon his participation in such underwriting and the
inclusion of the Registrable Securities in the
underwriting to the extent provided herein.   Shareholder
shall (together with Buyer and any other holders of
securities of Buyer with registration rights to
participate therein by distributing their securities
through such underwriting) enter into an underwriting
agreement in customary form with the underwriter
selected by Buyer. Notwithstanding any other provision
of this Section 2.1(b)(ii), if the underwriter advises
Buyer in writing that marketing factors require a
limitation on the number of shares to be underwritten,
the underwriter may limit the number of shares to be
included in the registration and underwriting.   Buyer
shall so advise Shareholder, and the number of shares of
securities that are entitled to be included in the
registration and underwriting shall be allocated pro
rata among Shareholder, Buyer and any other holders of
securities of Buyer with registration rights to
participate in such underwriting.   If Shareholder does
not agree to the terms of any such underwriting, he
shall be excluded therefrom by written notice from Buyer
or the underwriter. Any Registrable Securities or other
securities excluded or withdrawn from such underwriting
shall be withdrawn from such registration.

   2.2 Expenses of Registration.   All registration expenses incurred in
connection with any registration, qualification or compliance pursuant
to Section 2.1 above, including without limitation all registration,
filing and qualification fees, printers' and accounting fees, fees and
disbursements of counsel for Buyer, and the reasonable fees and
disbursements of counsel for Shareholder, shall be borne by Buyer.

                                        6
<PAGE> 7

   2.3 Registration Procedures.   In the case of each registration effected
by Buyer pursuant to this Article II, Buyer will keep Shareholder advised
in writing as to the initiation of each registration and as to the
completion thereof. At its expense, Buyer will:

   (a) Keep such registration effective for a period of one hundred
twenty (120) days or until Shareholder has completed the
distribution described in the registration statement relating
thereto, whichever first occurs;

   (b) Prepare and file such amendments and supplements to such
registration statement and the prospectus used in connection with
such registration statement as may be necessary to comply with
the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration
statement;

   (c) Cause all such Registrable Securities registered pursuant to
Article II hereunder to be listed on each securities exchange, if
any, on which similar securities issued by Buyer are listed;

   (d) Provide a transfer agent and registrar for all Registrable
Securities registered pursuant to such registration statement and
a CUSIP number for all such Registrable Securities, in each case
not later than the effective date of such registration; and

(e) Otherwise comply with all applicable rules and regulations of
the Securities and Exchange Commission.

In connection with any underwritten offering pursuant to a registration
statement filed pursuant to Section 2.1 hereof, Buyer will enter into an
underwriting agreement reasonably necessary to effect the offer and sale
of the Registrable Securities, provided such underwriting agreement
contains customary underwriting provisions.

   2.4 Information from Shareholder.   Shareholder shall furnish to Buyer such
information regarding Shareholder and the distribution proposed by
Shareholder as Buyer may reasonably request in writing and as shall be
reasonably required in connection with any registration, qualification
or compliance referred to in this Article II.

   2.5 Indemnification.  

   (a) By Buyer.   To the extent permitted by law, Buyer will
indemnify and hold harmless Shareholder, his heirs,
beneficiaries, legal representatives, successors and assigns,
from and against all expenses, claims, losses, damages and
liabilities (or actions, proceedings or settlements in respect
thereof) arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any
prospectus, offering circular or other document (including any
related registration statement, notification or the like)
incident to any such registration, qualification or compliance,
or based on any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading, or any violation by Buyer
of the Securities Act or any rule or regulation thereunder
applicable to Buyer and relating to action or inaction required
of Buyer in connection with any such registration, qualification

                                         7
<PAGE> 8

or compliance, and will reimburse Shareholder for any legal and
any other expenses reasonably incurred in connection with
investigating and defending or settling any such claim, loss,
damage, liability or action, provided that Buyer will not be
liable in any such case to the extent that any such claim, loss,
damage, liability, or expense arises out of or is based on any
untrue statement or omission based upon written information
furnished to Buyer by Shareholder and stated to be specifically
for use therein.   Notwithstanding the foregoing, to the extent
that the provisions on indemnification and contribution contained
in the underwriting agreement entered into in connection with an
underwritten public offering are in conflict with the foregoing
provisions, the provisions in the underwriting agreement shall
control.

   (b) By Shareholder.   To the extent permitted by law, Shareholder
will indemnify and hold harmless Buyer, its officers, directors,
successors and assigns, from and against all expenses, claims,
losses, damages and liabilities (or actions, proceedings or
settlements in respect thereof) arising out of or based on any
untrue statement of a material fact contained in any written
information furnished by Shareholder to Buyer, and will reimburse
Buyer for any legal and any other expenses reasonably incurred in
connection with investigating and defending or settling any such
claim, loss, damage, liability or action, provided that
Shareholder will be liable in any such case solely to the extent
that such claim, loss, damage, liability or action relates to the
reasonable reliance by Buyer or any other third party upon such
inaccurate information furnished by Shareholder.

   2.6 Rule 144 Reporting.   With a view to making available the benefits
of certain rules and regulations of the Securities and Exchange
Commission that may permit the sale of restricted securities of Buyer
to the public without registration, Buyer agrees to:
 
   (a) Make and keep public information regarding Buyer available as
those terms are understood and defined in Rule 144 under the
Securities Act;

   (b) File with the Securities and Exchange Commission in a timely
manner all reports and other documents required of Buyer under
the Securities Act and the Securities Exchange Act of 1934, as
amended (the "Exchange Act"); and

   (c) So long as Shareholder owns any restricted securities, furnish
to Shareholder forthwith upon written request a written statement
by Buyer as to its compliance with the reporting requirements of
Rule 144 and of the Securities Act and the Exchange Act.

   2.7 Transfer or Assignment of Registration Rights.   The rights to cause
Buyer to register the Registrable Securities granted to Shareholder
under this Article II may be transferred or assigned by Shareholder to
any transferee or assignee of the Registrable Securities (as presently
constituted and subject to subsequent adjustments for stock splits,
stock dividends, reverse stock splits and the like); provided that
Buyer is given written notice at the time of or within a reasonable
time after said transfer or assignment, stating the name and address
of the transferee or assignee and identifying the securities with
respect to which such registration rights are being transferred or
assigned and, provided further, that the transferee or assignee of
such rights assumes the obligations of Shareholder under this Article
II.
                                      8
<PAGE> 9

                                ARTICLE III
                        REPRESENTATIONS AND WARRANTIES

   3.1 Representations and Warranties.   Each of Buyer, Newco and ABI
hereby covenants, represents and warrants to the other parties hereto
that:

   (a) Organization and Good Standing.   It is a corporation duly
incorporated and organized, validly existing, in good standing
and is up to date in all of the filings and registrations
required under the laws of its jurisdiction of incorporation.

   (b) No Violation.   It is not a party to, bound by or subject to any
indenture, mortgage, lease, agreement, instrument, charter or
bylaw provision, statute, regulation, order, judgment, decree or
law which would be violated, breached by or under which any
default would occur as a result of the execution and delivery by
it of this Agreement or the performance by it of any of the terms
of this Agreement.  

   (c) Due Authorization; Valid and Binding.   It has the full power,
legal capacity and authority to execute and deliver this
Agreement and to perform its obligations under this Agreement.  
This Agreement constitutes the legal, valid and binding
obligation of it, enforceable against it in accordance with its
terms, except as that enforceability may be (i) limited by any
applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights
generally, and (ii) subject to general principles of equity.   It
has taken all actions necessary for the authorization, execution,
delivery and performance by it of this Agreement.  

   3.2 Representations and Warranties of ABI.   ABI further covenants,
represents and warrants to Buyer that, save and except as has been
disclosed to Buyer:

   (a) Power of ABI.   All corporate action on the part of ABI and its
directors and shareholders necessary for the execution of this
Agreement and the performance of ABI's obligations under this
Agreement has been taken or will be taken prior to the Effective
Date.   This Agreement has been duly executed and delivered by ABI
and this Agreement is a legal, valid and binding obligation of
ABI, enforceable against ABI in accordance with its terms.   

   (b) No Conflicts.   To Shareholder's knowledge, ABI's execution,
delivery and performance in accordance with the respective terms
of this Agreement and other transaction documents to which ABI is
a party do not and will not (i) violate or conflict with any
governmental requirement, (ii) breach or constitute a default
under any agreement or instrument to which ABI is a party or
(iii) result in the creation or imposition of, or afford any
person the right to obtain, any lien upon the assets of the
Surviving Corporation.   Furthermore, to Shareholder's knowledge,
the execution and performance by ABI will not result in any of
the following:
                                         9
<PAGE> 10

   (i) the acceleration or mandatory prepayment of any
indebtedness of ABI or afford any holder of any of that
indebtedness, or any beneficiary of those guaranties,
the right to require Buyer or the Surviving Corporation
to redeem, purchase, or otherwise acquire, reacquire or
repay any of that indebtedness, or to perform any of
those guaranties;

   (ii) cause or result in the imposition of, or afford any
person the right to obtain, a lien upon any property or
assets of the Surviving Corporation, or upon any
revenues, income or profits of the Surviving
Corporation; or

   (iii) result in the revocation, cancellation, suspension or
material modification of any governmental approval
possessed by ABI immediately prior to the Effective Date
and necessary for the ownership, lease or operation of
its properties or the carrying on of its business as now
conducted including any necessary governmental approval
under each applicable environmental law and industry
law.

   (c) Reports; Notices.   To Shareholder's knowledge, no reports or
notices to report, or filings with, any governmental authority
are required to be made by ABI for the execution, delivery or
performance by ABI of this Agreement, the enforcement against ABI
of its obligations thereunder, or the effectuation of the Merger
and the other transactions contemplated thereby.

   (d) Litigation.   To Shareholder's knowledge, ABI is not aware of
any pending or threatened suit, action, arbitration, or legal,
administrative, or other proceeding, or governmental
investigation against or affecting any of its assets.   To
Shareholder's knowledge, ABI is not in default with respect to
any order, writ, injunction, or decree of any federal, state,
local, or foreign court, department, agency, or instrumentality.  
ABI is not presently engaged in any legal action to recover
monies due to, or damages sustained by, ABI.

   (e) Financial Statements.   Attached hereto as Schedule