AGREEMENT AND PLAN OF MERGER

                                  EXHIBIT 10.1

                          AGREEMENT AND PLAN OF MERGER

      THIS AGREEMENT AND PLAN OF MERGER   ("Agreement")   is made and entered into
as of   April   20,   2007,   by and   among   MULTI   SOLUTIONS,   INC.,   a New   Jersey
corporation   ("Parent"),   MULTI SUB, INC., a New Jersey corporation and a wholly
owned subsidiary of Parent ("Acquisition Sub"), USA REAL NEW TECHNOLOGY, INC., a
New Jersey   corporation   ("Company"),   as the direct   parent of SHAANXI REAL NEW
TECHNOLOGY CO. LTD., a limited liability corporation incorporated under the laws
of The People's Republic of China ("Shaanxi") and ROBERT L. FROME ("Frome"),   an
individual, BRIDGE VENTURES, INC., a Florida corporation ("Bridge Ventures") and
MICHAEL POTTER, an individual   ("Potter")(Frome,   Bridge Ventures and Potter are
hereinafter collectively referred to as the "Controlling Shareholders")

      WHEREAS,   the   Controlling   Shareholders   are the   holders of   Parent's 6%
Convertible   Debentures   in the   aggregate   principal   amount of   $105,000   (the
"Debentures"),   which Debentures   convert into an aggregate of 73,839,393 shares
of Parent's common stock, par value $.001 ("Parent Common Stock"); and

      WHEREAS, as of the date hereof the Controlling Shareholders have converted
$26,880 of such aggregate   principal   balance of the Debentures   into 18,903,031
shares of Parent   Common Stock (the   "Converted   Shares") or 47.3% of the issued
and   outstanding   shares of   Parent   on a fully   diluted   basis   (excluding   the
Convertible   Debentures)   and   54,936,362   shares of Parent   Common Stock remain
issuable upon   conversion of the remaining   principal   amount of Debentures (the
"Unconverted Shares"); and

      WHEREAS, the respective Boards of Directors of Parent, Acquisition Sub and
Company   have   determined   that a merger   of   Acquisition   Sub with and into the
Company (the   "Merger"),   upon the terms and subject to the conditions set forth
in this Agreement,   would be fair and in the best interests of their   respective
shareholders,   and such Boards of Directors have approved such Merger,   pursuant
to   which   (i)   the   Controlling    Shareholders   shall   sell   to   the   Company's
shareholders,   on a pro rata basis, the Converted   Shares,   (ii) the Controlling
Shareholders   shall assign to the Company's   shareholders the remaining   amounts
due under the Debentures (the "Debenture   Assignments")   and (iii) Parent shall,
at such time as a Certificate of Amendment (the   "Certificate   of Amendment") is
filed pursuant to Section 1.03 of this Agreement,   issue to the   shareholders of
the Company, an aggregate of 9,296,619   additional shares of Parent Common Stock
(or such other number of additional shares requested to be issued by the Company
prior to the Effective Date (the "Additional   Shares"),   such Additional   Shares
being issued on a post Reverse Stock Split basis as contemplated by Section 1.03
of this   Agreement   and issue the   Unconverted   Shares   upon   conversion   of the
Debentures   on a post   Reverse   Stock Split   basis (the   Converted   Shares,   the
Debenture   Assignments and the Additional   Shares are   hereinafter   collectively
referred to as the "Merger Consideration") in exchange for (i) all of the issued
and outstanding   shares of common stock of the Company (the "Company Stock") and
$200,000 (the "Cash Consideration"); and

      WHEREAS,   as a result of the foregoing,   immediately after the Merger, the
shareholders of the Company shall own 47.3% of the issued and outstanding   total
shares of Parent's   Common   Stock on a fully   diluted   basis   (exclusive   of the
Debentures),   and the   stockholders   of the Parent   (other than the   Controlling
Shareholders)   shall own 52.7% of the   Parent   Common   Stock   (exclusive   of the
Debentures); and


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      WHEREAS,   at such time as the   Certificate   of   Amendment is filed and the
Additional   Shares and   Unconverted   Shares (both on a post Reverse   Stock Split
basis) are issued,   the   Controlling   Shareholders   shall be issued an amount of
shares of Parent   Common   Stock   equal to two   percent   (2%) of the   issued   and
outstanding shares of Parent Common Stock on a fully diluted, post Reverse Stock
Split basis (the "2% Shares"); and

      WHEREAS,   immediately   after the issuance of the Unconverted   Shares,   the
issuance of the   Additional   Shares and the   issuance of the 2% Shares,   (i) the
shareholders   of the   Company   shall own   approximately   95% of the   issued   and
outstanding   shares of Parent   Common Stock on a fully diluted   basis,   (ii) the
shareholders of the Parent (other than the Controlling   Shareholders)   shall own
approximately   3% (but not less than 0.4%) of the issued and outstanding   shares
of Parent   Common   Stock on a fully   diluted   basis   and   (iii) the   Controlling
Shareholders   shall own 2% of the issued and outstanding shares of Parent Common
Stock on a fully diluted basis; and

      WHEREAS, the parties hereto intend and accordingly designate the Merger so
that the   Merger   shall   qualify   as a   reorganization   for   federal   income tax
purposes   under the   provisions   of Section 368 of the Internal   Revenue Code of
1986, as amended (the "Code"); and

      WHEREAS,   the   parties   hereto   desire   to make   certain   representations,
warranties,   covenants and agreements in connection   with the Merger and also to
prescribe various conditions to the Merger.

      NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained,   and intending to be legally bound hereby,   the
parties hereby agree as follows:


                                    ARTICLE I

                                   THE MERGER

      SECTION 1.01 The Merger.   Upon the terms and subject to the conditions set
forth   in   this   Agreement,   and in   accordance   with   the New   Jersey   Business
Corporation Act (the "NJBCA"), Acquisition Sub shall merge with and into Company
at the Effective Time of the Merger (as defined in Section 1.03).   Following the
Effective Time, the separate existence of Company shall cease, and Company shall
continue   as the   surviving   corporation   ("Surviving   Corporation"),   and shall
assume all the rights and   obligations of Acquisition Sub in accordance with the
NJBCA. As a result of the Merger,   Company shall be a wholly owned subsidiary of
the Parent, with Shaanxi as an indirect wholly owned subsidiary of Parent.


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      SECTION 1.02    The Closing.

      (a) The Closing of the   transactions   contemplated   by this Agreement (the
"Closing")   shall take place in the offices of   McLaughlin   & Stern,   LLP on the
15th day of May 2007,   commencing at 10:00am   Eastern   Daylight Saving Time (the
"Closing Date"), unless another place or time is mutually agreed upon in writing
by the parties; provided,   however, that the Closing Date shall be no later than
May 31, 2007.


      (b) At the Closing or prior thereto, Parent and Company shall exchange the
various certificates,   instruments and such documents referred to in Article VII
of this Agreement.


      SECTION 1.03    Effective Time.


      (a) Subject to the provisions of this Agreement, as soon as practicable on
or after the Closing Date,   Acquisition   Sub and Company shall file the Articles
of Merger or other   appropriate   documents   (in any such case,   the "Articles of
Merger")   executed in accordance   with the relevant   provisions of the NJBCA and
shall make all other filings or recordings   required under the NJBCA in order to
effectuate   the   Merger   and in order to   accomplish   the   proper   execution   of
Acquisition Sub's and Parent's obligations under this Agreement.


      (b) The Merger   shall   become   effective   at such time as the   Articles of
Merger are duly filed with the New Jersey   Secretary of State,   or at such other
time as the Parent and the   Company   shall agree as should be   specified   in the
Articles   of Merger (the time the Merger   becomes   effective   being   hereinafter
referred to as the "Effective Time").


      (c)   Upon the   Effective   Time,   (i) the   Controlling   Shareholders   shall
deliver to the Company's shareholders the certificates   evidencing the Converted
Shares,   with stock powers duly executed in blank, which shall be subject to the
restrictions thereon as set forth in Section 1.08, and the Debenture Assignments
and   original   Debentures,   (ii)   the   Board   of   Directors   of the   Parent   and
shareholders   owning a majority of the issued and   outstanding   shares of Parent
Stock   shall   deliver   to   the   Company's   shareholders   written   consents   (the
"Consents")   authorizing   (i) the filing of a Certificate   of Amendment so as to
increase   the   Parent's   authorized   shares   of   Common   Stock to not less   than
200,000,000   shares of Common Stock and to   authorize   the issuance of 5,000,000
shares of "blank check"   preferred   stock,   (ii) the approval of a reverse stock
split of Parent's   capital   stock (the   "Reverse   Stock Split") on a one (1) for
sixty four (64) or such other terms   determined by the Company provided that the
shareholders   of Parent   (excluding the Controlling   Shareholders)   shall own no
less than 0.4% of the issued and outstanding   shares of Parent Common Stock on a
fully   diluted   basis,    (iii)   the   issuance   of   the   Additional   Shares,   the
Unconverted   Shares and the 2% Shares upon   effectiveness   of the Certificate of
Amendment,   (iv) authorization and approval of any such actions as the directors
of Parent may determine are necessary,   required or   appropriate,   including (if
necessary)   the approval of this   Agreement   and the   transactions   contemplated
herein, and (v) the appointment of new directors as provided in Section 1.06 and
the approval of change in the majority of Parent's Board of Directors.


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      (d) Promptly following the Effective Time, Parent shall promptly file with
the Securities and Exchange Commission ("SEC"), pursuant to Regulation 14C under
the   Securities   and Exchange Act of 1934 (the   "Exchange   Act"),   a preliminary
information   statement   ("Information   Statement")   with   respect to the actions
taken   pursuant to the   Consents.   Notwithstanding   the   foregoing,   the parties
hereto agree and acknowledge that the issuance of the Additional   Shares and the
Unconverted   Shares,   as well as the Reverse   Stock Split shall not be effective
until the   Information   Statement is circulated and the Certificate of Amendment
is filed.

      (e) The Surviving   Corporation   may, at any time after the Effective Time,
take any action   (including   executing and   delivering any document) in the name
and on behalf of either the Company or the Acquisition Sub in order to carry out
and   effectuate   the   transactions   contemplated   by this   Agreement.   From   the
Effective   Time,   the   Surviving   Corporation   shall   possess all of the rights,
privileges,   powers and   franchises   and be subject to all of the   restrictions,
disabilities   and duties of Company and   Acquisition   Sub, all as provided under
the NJBCA.

      SECTION 1.04 Effects of the Merger.   The Merger shall have the effects set
forth in the applicable provisions of the NJBCA.

      SECTION 1.05 Articles of Incorporation and Bylaws.

            (a)   The   Articles   of    Incorporation    of   Company   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 the Company as in effect   immediately prior to the
Effective Time shall be the bylaws of the Surviving Corporation until thereafter
changed or amended as provided therein or by applicable law.


      SECTION 1.06 Directors.   At the Closing Date, Jerome Goubeaux ("Goubeaux")
and Ken Roberts   ("Roberts"),   the sole incumbent Directors of Parent shall stay
in office and the Company shall nominate two additional   members to the Board of
Directors.   Following   the   Closing,   Parent   shall   distribute   to the Parent's
shareholders   information   with respect to the   additional   new   directors to be
elected to the Board in   accordance   with the   Exchange Act and,   following   the
expiration   of   any   applicable   notice   period,   and   upon   conversion   of   the
Unconverted   Shares,   the Parent's   incumbent   directors   shall   resign,   and be
replaced   by the   Directors   chosen by the   holders   of a   majority   of the then
outstanding shares of Common Stock of the Parent.

      SECTION 1.07   Officers.   At the Closing Date, the   resignation   letters of
Gobeaux,   the   President of the Parent and Roberts,   the Secretary of the Parent
shall become   effective,   and the new officers of the Company,   as determined by
the   Company,   shall be   appointed   as officers of the Parent and the   Surviving
Corporation   until the   earlier of their   resignation   or removal or until their
respective   successors are duly elected and qualified,   as the case may be. With
each resignation,   the resigning   officers shall confirm in writing that he does
not owe and is not owed anything by Parent.


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      SECTION   1.08   Shares   Not    Registered.    The   Conversion    Shares,    the
Non-Converted Shares and the Additional Shares, issued or to be issued by either
the Controlling   Shareholders   and/or the Parent to the Company's   shareholders,
when issued, will not be registered under the Securities Act of 1933, as amended
("Act"),   or the securities laws of any state or states,   but shall be issued in
reliance upon the exemptions from   registration   provided by Section 4(2) of the
Act and/or   Rule 505 or 506 of   Regulation   D under the Act and under   analogous
state securities laws, or upon any other such exemption, on the grounds that the
issuance   does not involve   any public   offering.   The   Conversion   Shares,   the
Non-Converted   Shares and the   Additional   Shares   issued or to be issued by the
Controlling   Shareholders   and/or the Parent will be "restricted   securities" as
that term is defined in Rule 144(a) of the General Rules and   Regulations   under
the Act and must be held indefinitely,   unless they are subsequently   registered
under   the Act or an   exemption   from the   Act's   registration   requirements   is
available for their resale.   All certificates   evidencing the Conversion Shares,
the Non-Converted Shares and the Additional Shares issued or to be issued by the
Controlling Shareholders or Parent shall, unless and until removed in accordance
with law, bear a restrictive legend substantially in the following form:


         "THE SHARES   REPRESENTED   BY THIS   CERTIFICATE   HAVE NOT BEEN
         REGISTERED   UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
         "ACT"),   AND ARE   "RESTRICTED   SECURITIES"   AS   THAT   TERM IS
         DEFINED   IN RULE 144 UNDER THE ACT.   THESE   SHARES MAY NOT BE
         OFFERED   FOR   SALE,   SOLD   OR   OTHERWISE   TRANSFERRED   EXCEPT
         PURSUANT TO AN   EFFECTIVE   REGISTRATION   STATEMENT   UNDER THE
         ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION   UNDER THE
         ACT."


                                   ARTICLE II

                   EFFECT OF THE MERGER ON THE CAPITALIZATION OF
                            THE CONSTITUENT ENTITIES

      SECTION 2.01 Effect on   Capitalization.   As of the Effective Time, by such
actions to be taken by the parties' hereto, or otherwise by virtue of the Merger
and without any action on the part of the holders of the Company's   Common Stock
or the holder of shares of capital stock of Acquisition Sub or Parent:

            (a) Issuance of Conversion Shares; Assignment of Debentures. Subject
to this Section 2.01,   and subject to the Parent's   capitalization   prior to the
execution of the Merger as set forth in Section 4.03, as of the Effective   Time,
the Controlling Shareholders shall (i) issue the shareholders of the Company the
Converted   Shares and (ii) have assigned the Debentures to the   shareholders   of
the Company,   provided,   however, that the conversion of the Debentures into the
Unconverted   Shares shall be contingent   upon the filing of the   Certificate   of
Amendment as set forth in Section 1.08. Upon issuance of the Conversion   Shares,
the   shareholders   of the Company   will own 47.3% of the issued and   outstanding
shares of Parent on a fully diluted basis (excluding the Convertible Debentures)
and   the   remaining    shareholders    of   the   Parent    (excluding   the   Majority
Shareholders)   shall own 52.7% of the issued and outstanding shares of Parent on
a fully diluted basis (excluding the Convertible Debentures).


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            (b) Additional Shares;   Unconverted   Shares; 2% Shares.   Upon filing
the Certificate of Amendment and upon   effectiveness   of the Reverse Stock Split
the shareholders of the Company shall be issued the Additional   Shares and shall
convert the Debentures into the Unconverted Shares. Furthermore, the Controlling
Shareholders shall be issued the 2% Shares.   Immediately following the foregoing
issuances,   (i) the shareholders of the Company shall own   approximately   95% of
the issued and   outstanding   shares of Parent   Common   Stock on a fully   diluted
basis, (ii) the shareholders of Parent (other than the Controlling Shareholders)
shall own   approximately   3% (not less than 0.4%) of the issued and   outstanding
shares of Parent Common Stock on a fully diluted basis and (iii) the Controlling
Shareholders   shall own 2% of the issued and outstanding shares of Parent Common
Stock

            (c)   Cancellation   of Company's   Common   Stock.   As of the Effective
Time,   the   Company's   Common   Stock   shall no longer be   outstanding   and shall
automatically   be canceled and retired and shall cease to exist,   and holders of
certificates   representing   the   Company's   Common Stock shall cease to have any
rights   with    respect    thereto,    except   the   right   to   receive   the   Merger
Consideration.

            (d) No Further   Ownership Rights in Company Common Stock. All shares
of Parent Common Stock issued upon the   consummation of the Merger in accordance
with the   terms of this   Article   II shall be   deemed   to have been paid in full
satisfaction of all rights pertaining to the Company's Common Stock.

            (e)   Cancellation   of Treasury Stock. As of the Effective Time, each
share of Parent's   Common   Stock held by the Parent as   treasury   stock shall be
cancelled, and no payment shall be made with respect thereto.



                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

      Company   represents   and warrants to Parent and   Acquisition   Sub that the
statements   contained in this Article III are true, correct,   and complete as of
the date of this Agreement and will be true and correct as of the Closing Date:

      SECTION 3.01   Organization.   Company is a limited   liability   company duly
organized,   validly   existing   and in good   standing   under   the laws of the New
Jersey   and has all   requisite   corporate   power and   authority   to carry on its
business as now being   conducted,   except where the failure to be so   organized,
existing and in good standing or to have such power and   authority   could not be
reasonably   expected to (i) prevent or materially   delay the consummation of the
Merger,   or (ii) have a   material   adverse   effect on   Company.   Company is duly
qualified or licensed to do business and in good   standing in each   jurisdiction
in which the   property   owned,   leased or   operated   by it or the   nature of the
business conducted by it makes such qualification or licensing necessary.

      SECTION   3.02   Subsidiaries.   Company   directly   owns one hundred   percent
(100%) of its sole   subsidiary,   Shaanxi.   Except from   Company's   ownership   as
provided above, Company does not own, directly or indirectly,   any capital stock
or other ownership   interest in any corporation,   partnership,   joint venture or
other entity.


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      SECTION   3.03   Capitalization.   As of the   date   of   this   Agreement,   the
Company's   authorized   capital is   300,000,000   shares of Common   Stock,   no par
value,   8,750,000   of which   shares are issued and   outstanding.   The   Company's
shares are duly authorized, validly issued, fully paid and nonassessable and not
subject to preemptive   rights.   There are no bonds,   debentures,   notes or other
indebtedness of Company having the right to vote (or that are convertible   into,
or exchanged for,   securities   having the right to vote) on any matters on which
members of Company may vote. There are no securities,   options, warrants, calls,
rights,   commitments,   agreements,   arrangements   or undertakings of any kind to
which   Company   is a party or by which   either is bound   obligating   Company   to
issue,   deliver or sell,   or cause to be issued,   delivered or sold,   additional
shares in Company or obligating   Company to issue,   grant,   extend or enter into
any   such   security,   option,   warrant,   call,   right,   commitment,    agreement,
arrangement or undertaking.   There are no outstanding contractual obligations of
Company to repurchase, redeem or otherwise acquire any shares of the Company.

      SECTION 3.04    Authority.

            (a) Company has the   requisite   power and   authority   to execute and
deliver this Agreement and to consummate the transactions   contemplated   hereby.
The execution,   delivery and performance of this Agreement and the   consummation
by the Company of the Merger and of the other transactions   contemplated   hereby
have been duly authorized by all necessary action on the part of the Company and
no other   proceedings   on the part of Company are   necessary to   authorize   this
Agreement or to consummate   the   transactions   so   contemplated,   subject to the
filing of the   Articles of Merger.   This   Agreement   has been duly   executed and
delivered   by Company   and,   assuming   this   Agreement   constitutes   a valid and
binding   obligation   of Parent   and   Acquisition   Sub,   constitutes   a valid and
binding obligation of Company enforceable against Company in accordance with its
terms, except as limited by applicable bankruptcy,   insolvency,   reorganization,
moratorium   and other   laws of   general   application   affecting   enforcement   of
creditors' rights generally.

            (b) The Company's   Board of Directors have duly adopted   resolutions
(i) approving this Agreement and the Merger, and (ii) determining that the terms
of the Merger are in the best interests of Company.

            (c) The   holders of the   Company's   capital   stock   have   executed a
written consent adopting resolutions approving this Agreement and the Merger.

      SECTION 3.05 Consents and Approvals;   No   Violations.   Except for filings,
permits,   authorizations,   consents and approvals as may be required under,   and
other applicable requirements of the applicable and relevant laws of the laws of
the NJBCA,   neither the execution,   delivery or performance of this Agreement by
Company nor the consummation by Company of the transactions   contemplated hereby
will (i) conflict   with or result in any breach of any provision of the Articles
of   Incorporation   of   Company,    (ii)   require   any   filing   with,   or   permit,
authorization, consent or approval of, any federal, state or local government or
any court,   tribunal,   administrative agency or commission or other governmental
or other regulatory authority or agency,   domestic,   foreign or supranational (a
"Governmental   Entity")   (except   where   the   failure   to obtain   such   permits,
authorizations,   consents   or   approvals   or to   make   such   filings   could   not
reasonably be expected to have a material   adverse   effect on Company or prevent
or materially delay the consummation of the Merger), (iii) result in a violation
or breach   of, or   constitute   (with or   without   due notice or lapse of time or
both)   a   default   (or   give   rise   to   any   right   of   termination,   amendment,
cancellation or acceleration) under, any of the terms,   conditions or provisions
of any note, bond, mortgage,   indenture, lease, license, contract,   agreement or
other   instrument   or obligation to which Company is a party or by which Company
or its   properties   or assets may be bound;   or (iv)   violate   any order,   writ,
injunction,   decree, statute, rule or regulation applicable to Company or any of
its   properties   or   assets,   except   in the case of   clauses   (iii) or (iv) for
violations, breaches or defaults that could not reasonably be expected to have a
material    adverse   effect   on   Company   or   prevent   or   materially   delay   the
consummation of the Merger.


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      SECTION 3.06 Financial   Statements.   The audited   financial   statements of
Company as of and for the fiscal   year ended   December   31,   2005 (the   "Balance
Sheet Date") have been prepared in accordance with generally accepted accounting
principles   consistently   applied   ("GAAP") with respect thereto   throughout the
periods   involved as explained in the notes to such   financial   statements.   The
Company's financial statements present fairly, in all material respects,   as are
their   respective dates the financial   position of the Company.   The Company did
not have, as of the date of any such financial statements,   except as and to the
extent   reflected or reserved   against   therein,   any liabilities or obligations
(absolute or contingent)   which should be reflected   therein in accordance   with
GAAP, and all assets reflected   therein presents fairly the assets of Company in
accordance with GAAP.

      SECTION 3.07 Absence of Certain Changes or Events. Since the Balance Sheet
Date, except as disclosed in the Company's   audited   financial   statements as of
and for the   fiscal   year   ended   December   31,   2006 to be   provided   to Parent
pursuant to Section 5.05 of this   Agreement,   Company has conducted its business
only in the ordinary   course   consistent   with past practice,   and there has not
been any material   adverse   change (as defined in Section   8.03) with respect to
Company.

      SECTION 3.08 No   Undisclosed   Liabilities.   As of the Balance   Sheet Date,
except as disclosed in the Company's audited financial   statements as of and for
the fiscal year ended   December   31,   2006 to be provided to Parent   pursuant to
Section 5.05 of this Agreement, to the best knowledge of Company, Company has no
liabilities or obligations of any nature, whether or not accrued,   contingent or
otherwise,   that would be required by GAAP to be reflected on a balance sheet of
Company (including the notes thereto).   Since the Balance Sheet Date, except for
liabilities   or   obligations    incurred   in   the   ordinary   course   of   business
consistent   with past practice,   Company has not incurred any liabilities of any
nature,   whether   or   not   accrued,   contingent   or   otherwise,   that   could   be
reasonably   expected to have a material   adverse effect on Company,   or would be
required by GAAP to be   reflected   on a   consolidated   balance   sheet of Company
(including the notes thereto).

      SECTION   3.09   Litigation.   There is no suit,   claim,   action,   proceeding
pending or threatened   against Company,   nor is there any investigation   against
Company   threatened or pending before any   Governmental   Entity.   Company is not
subject to any outstanding order, judgment, writ, injunction or decree.

      SECTION 3.10   Permits;   Compliance   with Law.   Company   holds all permits,
licenses,   variances,   exemptions,   orders   and   approvals   of all   governmental
entities   necessary   for   the   lawful   conduct   of its   business   (the   "Company
Permits"),   except   for   failures   to hold such   permits,   licenses,   variances,
exemptions, orders and approvals that could not reasonably be expected to have a
material   adverse effect on Company.   Company is in compliance with the terms of
the Company Permits,   except where the failure so to comply could not reasonably
be expected to have a material adverse effect on the Company.   As of the date of
this Agreement,   no investigation,   inquiry or review by any Governmental Entity
with   respect   to   Company   is pending   or, to the best   knowledge   of   Company,
threatened,   nor has any   Governmental   Entity indicated an intention to conduct
any such investigation, inquiry or review.


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      SECTION   3.11 Tax   Matters.   Company   has   filed   or shall   file as of the
Closing Date all of its tax returns   required to be filed since   inception.   All
such   returns and reports are   accurate   and correct in all   material   respects.
Company has no   liabilities   with respect to the payment of any federal,   state,
county,   local,   or   other   taxes   (including   any   deficiencies,   interest,   or
penalties)   accrued for or applicable as of the Closing Date,   and no deficiency
assessment or proposed adjustment of any such tax return is pending, proposed or
contemplated.   To the knowledge of Company,   none of such income tax returns has
been examined or is currently being examined by the Internal Revenue Service and
no deficiency   assessment or proposed   adjustment of any such return is pending,
proposed   or   contemplated.   There   are no   outstanding   agreements   or   waivers
extending   the statutory   period of   limitation   applicable to any tax return of
Company.

      SECTION 3.12    Intellectual Property.

            (a) Except to the extent that the inaccuracy of any of the following
(or the   circumstances   giving rise to such inaccuracy)   could not reasonably be
expected to have a material adverse effect on Company:

                  (1) Company   owns, or is licensed or otherwise has the legally
enforceable   right to use (in each case,   clear of any liens or   encumbrances of
any   kind),   all   Intellectual   Property   (as   hereinafter   defined)   used in or
necessary for the conduct of its business as currently   conducted or as proposed
to be conducted;

                  (2) no   claims   are   pending   or,   to the   best   knowledge   of
Company,   threatened   that Company is infringing   on or otherwise   violating the
rights of any person with regard to any Intellectual   Property used by, owned by
and/or   licensed to Company and, to the best knowledge of Company,   there are no
valid grounds for any such claims;

                  (3) to the best knowledge of Company, all patents,   registered
trademarks,   service   marks   and   copyrights   held   by   Company   are   valid   and
subsisting.

            (b) For purposes of this   Agreement,   "Intellectual   Property" means
patents,   trademarks   (registered or unregistered),   service marks, brand names,
certification    marks,   trade   dress,   assumed   names,   trade   names   and   other
indications   of   origin,    the   goodwill    associated   with   the   foregoing   and
registrations   in any   jurisdiction   of, and applications in any jurisdiction to
register, the foregoing, including any extension, modification or renewal of any
such   registration or application;   inventions,   discoveries and ideas,   whether
patented, patentable or not in any jurisdiction,   trade secrets and confidential
information   and   rights   in any   jurisdiction   to limit   the use or   disclosure
thereof   by   any   person,   writings   and   other   works   of   authorship,   whether
copyrighted,    copyrightable   or   not   in   any   jurisdiction;    registration   or
applications   for   registration   of   copyrights   in any   jurisdiction,   and   any
renewals or extensions thereof, any similar intellectual property or proprietary
rights and computer programs and software; licenses,   immunities,   covenants not
to sue and the like   relating   to the   foregoing;   and any   claims   or causes of
action arising out of or related to any infringement or   misappropriation of any
of the foregoing.


                                       9
<PAGE>

      SECTION   3.13   Risk    Knowledge   and   Analysis.     Each   of   the   Company's
shareholders,   alone, or together with his or her adviser(s), has such knowledge
and experience in financial,   tax and business matters as to enable each of them
to utilize the information made available by Parent,   in connection with the and
issuance of the Merger   Consideration shares or any other consideration that may
be involved,   to evaluate   the merits and risks of acquiring   such shares and to
make an informed investment decision with respect thereto. Each of the Company's
shareholders   confirms that, in making his or her decision to receive the Merger
Consideration, such he or she has relied upon independent investigations made by
him,   or his   representatives,   including   his own   professional   tax and   other
advisers,   and that he and such   representatives have been given the opportunity
to examine all documents   and to ask   questions of, and to receive   answers from
Parent or any person(s) acting on its behalf concerning the terms and conditions
of this Agreement, and to obtain any additional information or documents, to the
extent Parent possesses such information or can acquire it without   unreasonable
effort or expense,   necessary to verify the accuracy of the information provided
by Parent.

      SECTION 3.14 Employment Controversies.   There are no controversies pending
or, to the   knowledge   of Company,   threatened,   between   Company and any of its
respective   employees.   The Company is not a party to any collective   bargaining
agreement or other labor union   contract   applicable to persons   employed by the
Company.

      SECTION 3.15 Title to Property.   Company has good and defensible   title to
all of its   properties   and   assets,   free and clear of all liens,   charges   and
encumbrances,   except   liens for taxes not yet due and payable and such liens or
other   imperfections   of title,   if any, as do not   materially   detract from the
value of or interfere with the present use of the property   affected   thereby or
which could not reasonably be expected to have a material adverse effect.

      SECTION 3.16 Environmental   Matters.   Company is not aware of nor has ever
received notice of any past or present   violations of any environmental   laws or
any event, condition, circumstance, activity, practice, incident, action or plan
which is reasonably   likely to interfere   with or prevent   continued   compliance
with or which   would   give rise to any   common law or   statutory   liability,   or
otherwise   form the   basis of any   claim,   action,   suit or   proceeding   against
Company based on or resulting from the   manufacture,   processing,   distribution,
use, treatment, storage, dis