AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

Agreement and Plan of Merger by and between Magic Communications, Inc., PTNV Acquisition Corp.

and Post Tension of Nevada

AGREEMENT AND PLAN OF MERGER

by and among

Magic Communications, Inc., a Delaware corporation,

and

PTNV Acquisition Corp., a Florida corporation,

and

Post Tension of Nevada, a Nevada corporation

April 12, 2007

TABLE OF CONTENTS

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TABLE OF CONTENTS

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Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER is made and entered into effective as of April 9, 2007, by and among Magic Communications, Inc., a Delaware corporation (“Parent”), PTNV Acquisition Corp., a Florida corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and Post Tension of Nevada, a Nevada corporation (the “Company”).

RECITALS

The Board of Directors of each of Acquisition Corp., Parent, and the Company have determined that it is fair and in the best interests of their respective corporations and shareholders for Acquisition Corp. to be merged with and into the Company (the “Merger”), with the Company being the Surviving Corporation (as defined below in Section 1.1), upon the terms and subject to the conditions set forth herein.

The Board of Directors of Acquisition Corp. and the Board of Directors of the Company have approved the Merger in accordance with the corporate laws of their respective states (each a “State Law”), and upon the terms and subject to the conditions set forth herein, in the Articles of Merger (“Articles of Merger”) attached as Exhibit A hereto, and the Board of Directors of Parent has also approved the Merger, this Agreement, and the Articles of Merger.

The requisite shareholders of Acquisition Corp. and the Company have approved, by written consent and to the extent required by the State Law applicable to such corporation, this Agreement, the Articles of Merger, and the transactions contemplated hereby and thereby, including without limitation, the Merger.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual agreements and covenants hereinafter set forth, the parties hereto agree as follows:

1. The Merger.

1.1 Merger . Subject to the terms and conditions of this Agreement and the Articles of Merger, Acquisition Corp. shall be merged with and into the Company in accordance with State Law. At the Effective Time (as hereinafter defined), the separate legal existence of Acquisition Corp. shall cease, and the Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Nevada under the name: Post Tension of Nevada.

1.2 Effective Time . The Merger shall become effective upon the filing of the Articles of Merger with the Secretary of State of the State of Nevada and the Secretary of State of the State of Florida in accordance with applicable State Law. The time at which the Merger shall become effective as aforesaid is referred to hereinafter as the “Effective Time.”

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1.3 Articles of Incorporation, Bylaws, Directors and Officers .

(a) The Articles of Incorporation of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit B hereto, shall be the Articles of Incorporation of the Surviving Corporation from and after the Effective Time until further amended in accordance with applicable law.

(b) The Bylaws of the Company, as in effect immediately prior to the Effective Time, attached as Exhibit C hereto, shall be the Bylaws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Articles of Incorporation of the Surviving Corporation, and such Bylaws.

(c) The directors and officers listed in Exhibit D shall be the directors and officers of the Surviving Corporation and of the Parent, and each shall hold his respective office or offices from and after the Effective Time, until his successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Articles of Incorporation or Bylaws of the Surviving Corporation.

1.4 Assets and Liabilities . At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of Acquisition Corp.; and all the rights, privileges, powers and franchises of Acquisition Corp., and all property, real, personal and mixed, and all debts due to Acquisition Corp. on whatever account, as well for stock subscriptions as all other things in action or belonging to Acquisition Corp., shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of Acquisition Corp., and the title to any real estate vested by deed or otherwise in Acquisition Corp. shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of Acquisition Corp. shall be preserved unimpaired, and all debts, liabilities and duties of Acquisition Corp. shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

1.5 Manner and Basis of Converting Shares .

(a) At the Effective Time:

(i) each share of common stock, $0.001 par value per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one (1)share of Class A common stock, without par value, and one (1) share of Class B common stock, without par value, of the Company, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Company;

(ii) each share of Class A common stock, without par value, and each share of Class B common stock, without par value, of the Company (collectively, the “Company Common Stock”) that

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shall be outstanding immediately prior to the Effective Time, excluding shares held by the Company and Dissenting Shares (as defined in Section 1.09) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive 10,160.064 shares of common stock, $0.0001 par value per share (“Parent Common Stock”) of the Parent (the “Merger Consideration”). The ratio of the number of shares of Parent Common Stock into which each share of Company Common Stock shall be converted as provided in this section is hereinafter referred to as the “Common Stock Exchange Ratio.” Each certificate evidencing shares represented by the Merger Consideration issued pursuant to this Section 1.5(ii) shall bear the following legend (in addition to any legend required under applicable state securities laws):

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)OR REGISTERED OR QUALIFIED UNDER APPLICABALE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH APPLICABLE STATE LAWS COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE CORPORATION STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURIITES LAWS.”

(ii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist.

(iii) All options, warrants, and other rights (“Derivative Securities”) to purchase, subscribe for, or otherwise obtain shares of common stock of the Company shall be converted into that number of shares of Parent Common Stock equal to the product of (i) the number of shares of Company Common Stock covered by such Derivative Securities on the date hereof and (ii) the Common Stock Exchange Ratio rounded up to the nearest number of whole shares of Parent Common Stock.

(b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

1.6 Surrender and Exchange of Certificates . Promptly after the Effective Time and upon (i) surrender of a certificate or certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time or an affidavit and indemnification in form reasonably acceptable to counsel for the Parent stating that a stockholder has lost its certificate or certificates or that such have been destroyed and (ii) delivery of a Letter of Transmittal (as described in Section 4 hereof), the Parent (directly or through its transfer agent) shall issue to each record holder of the Company Stock surrendering such certificate or

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certificates and Letter of Transmittal, a certificate or certificates registered in the name of such Stockholder representing the number of shares of the Parent Common Stock that such Stockholder shall be entitled to receive as set forth in Section 1.5 hereof. Until the certificate, certificates or affidavit is or are surrendered together with the Letter of Transmittal as contemplated by this Section 1.6 and Section 4 hereof, each certificate or affidavit that immediately prior to the Effective Time represented any outstanding shares of Company Common Stock shall be deemed at and after the Effective Time to represent only the right to receive upon surrender as aforesaid the Merger Consideration for the holder thereof or to perfect any rights of appraisal which such holder may have pursuant to the applicable provisions of the Nevada Law.

1.7 Parent Common Stock . The Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) and 1.5(a)(iii) to be available for such purpose. The Parent further covenants that immediately prior to the Effective Time there will be no more than 3,414,000 shares of Parent Common Stock issued and outstanding, and that no other common or preferred stock or Equity Securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other Equity Securities or giving the holder thereof the right to acquire any such common or preferred stock or other Equity Securities shall be issued or outstanding, unless otherwise required by this Agreement.

1.8 Issuance and Escrow of Additional Shares of the Parent Common Stock Immediately prior to the Effective Time, the Parent shall issue and deposit with the Escrow Agent 3,000,000 shares of Parent Common Stock (the “Escrow Shares”), and the Parent and the Company shall execute the Escrow Agreement attached as Exhibit E hereto.

1.9 Dissenting Shares If required under applicable State Law, notwithstanding any other provisions of this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and which are held by Stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall have demanded properly in writing appraisal for such shares in accordance with State Law (collectively, the “ Dissenting Shares ”) shall not be converted into or represent the right to receive the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Common Stock held by them in accordance with the provisions of such sections of applicable State Law, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares of Company Common Stock under applicable State Law shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive shares of Parent Common Stock upon surrender, in the manner provided in Section 1.5, of the certificate or certificates that formerly evidenced such shares of Company Common Stock.

1.10 Registration Rights The Parent shall agree to register, under the Securities Act and all applicable state securities laws and rules, 33-1/3% of the shares of Parent Common Stock to be issued in connection with the Merger. Such registration rights shall include demand registration rights and piggyback registration rights to be granted to Ed Hohman and John

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Hohman with respect to 33-1/3% of the shares of Parent Common Stock to be issued to them in connection with the Merger and piggyback registration rights to be granted to all other persons identified in the Piggyback Registration Rights Agreement attached hereto in Exhibit G with respect to 33-1/3% of the shares of Parent Common Stock to be issued to them in connection with the Merger .

2. Representations and Warranties of the Company. The Company hereby represents and warrants to the Parent as follows:

2.1 Organization, Standing, Subsidiaries, Etc .

(a) The Company is a corporation duly organized and existing in good standing under the laws of the State of Nevada, and has all requisite power and authority (corporate and other) to carry on its business, to own or lease its properties and assets, to enter into this Agreement, the Articles of Merger and to carry out the terms hereof and thereof. Copies of the Articles of Incorporation and Bylaws of the Company that have been or will be been delivered to the Parent prior to the Closing Date are true and complete and have not since been amended or repealed.

(b) The Company has no subsidiaries or direct or indirect interest (by way of stock ownership or otherwise) in any firm, corporation, limited liability company, partnership, association or business.

2.2 Qualification . The Company is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “Condition of the Company”).

2.3 Capitalization of the Company . At the Closing, the authorized capital stock of the Company will consist of four thousand (4,000) shares of common stock, without par value, of which three thousand (3,500) shares will be designated as Class A common stock, and of which 2,536 will be issued and outstanding; and of which five hundred (500) shares are designated as Class B common stock, and all of which will be issued and outstanding. The Company has no authority to issue any other capital stock. All of such shares will be duly authorized, validly issued, fully paid and nonassessable.

2.4 Company Stockholders and Derivative Securities of the Company . Schedule 2.4 hereto contains a true and complete list of the names of the record owners of all of the outstanding shares of Company Common Stock, together with the number of such securities held. There is no voting trust, agreement or arrangement among any of the beneficial holders of Company Common Stock affecting the exercise of the voting rights of Company Common Stock. Schedule 2.4 also contains a description of all shares of Parent Common Stock to be issued in exchange for all outstanding Company Derivative Securities and the persons to whom such shares of Parent Common Stock shall be issued at the Closing, as well as the shares of Parent Common Stock to be issued to MAGN Advisors.

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2.5 Corporate Acts and Proceedings . The execution, delivery and performance of this Agreement and the Articles of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filing of the Articles of Merger, which shall be filed upon or promptly after the Closing; provided, however , that the Company cannot consummate the Merger unless and until it receives the approval required by its stockholders under applicable State Law.

2.6 Compliance with Laws and Instruments . To the knowledge of the Company, the business, products and operations of the Company have been and are being conducted in compliance in all material respects with all applicable laws, rules and regulations, except for such violations thereof for which the penalties, in the aggregate, would not have a material adverse effect on the Condition of the Company. The execution, delivery and performance by the Company of the Merger Documents and the consummation by the Company of the transactions contemplated by this Agreement: (a) will not require any authorization, consent or approval of, or filing or registration with, any court or governmental agency or instrumentality, except such as shall have been obtained prior to the Closing, (b) will not cause the Company to violate or contravene in any material respect (i) any provision of law, (ii) any rule or regulation of any agency or government, (iii) any order, judgment or decree of any court, or (iv) any provision of the Articles of Incorporation or Bylaws of the Company, (c) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other contract, agreement or instrument to which the Company is a party or by which the Company or any of its properties is bound or affected, except as would not have a material adverse effect on the Condition of the Company, and (d) will not result in the creation or imposition of any material Lien upon any property or asset of the Company.

2.7 Binding Obligations . The Merger Documents constitute the legal, valid and binding obligations of the Company and are enforceable against the Company in accordance with their respective terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

2.8 Broker’s and Finder’s Fees . No Person has, or as a result of the transactions contemplated herein will have, any right or valid claim against the Company or any Stockholder for any commission, fee or other compensation as a finder or broker, or in any similar capacity, except as set forth in Schedule 2.8 hereof.

2.9 Financial Statements . Attached hereto as Schedule 2.9 are the Company’s unaudited Balance Sheet (the “Balance Sheet”) as of December 31, 2006 (the “Balance Sheet Date”), Consolidated Statement of operations, Consolidated Statement of Changes in Shareholders’ Equity and Consolidated Statement of Cash Flows as of and for the year ended December 31, 2006, and the Company’s audited Balance Sheet and related Statement of Operations, Consolidated Statement of Changes in Shareholders’ Equity and Consolidated Statement of Cash

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Flows as of and for the years ended December 31, 2003, 2004 and 2005. Such financial statements (i) are in accordance with the books and records of the Company, (ii) present fairly in all material respects the financial condition of the Company at the dates therein specified and the results of its operations and changes in financial position for the periods therein specified and (iii) have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a basis consistent with prior accounting periods .

2.10 Absence of Undisclosed Liabilities . The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in Schedule 2.10 and/or Schedule 2.11 hereto, (b) to the extent set forth on or reserved against in the Balance Sheet, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company and (d) by the specific terms of any written agreement, document or arrangement identified in the Schedules.

2.11 Changes . Since the Balance Sheet Date, except as disclosed in Schedule 2.11 hereto, the Company has not (a) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except for fees, expenses and liabilities incurred in connection with the Merger and related transactions and current liabilities incurred in the usual and ordinary course of business, (b) discharged or satisfied any Liens other than those securing, or paid any obligation or liability other than, current liabilities shown on the Balance Sheet and current liabilities incurred since the Balance Sheet Date, in each case in the usual and ordinary course of business, (c) mortgaged, pledged or subjected to Lien any of its assets, tangible or intangible, other than in the usual and ordinary course of business, (d) sold, transferred or leased any of its assets, except in the usual and ordinary course of business, (e) cancelled or compromised any debt or claim, or waived or released any right, of material value, (f) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the Condition of the Company, or (g) entered into any transaction other than in the usual and ordinary course of business.

2.12 Title to Property and Encumbrances . Except as disclosed in Schedule 2.10 and Schedule 2.12 hereto, the Company has good, valid and indefeasible marketable title to all properties and assets used in the conduct of its business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens and other encumbrances, except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do not, individually or in the aggregate, materially detract from the value of the property or assets or materially impair the use made thereof by the Company in its business. Without limiting the generality of the foregoing, and except as disclosed in Schedule 2.10 and Schedule 2.12 hereto, the Company has good and indefeasible title to all of its properties and assets reflected in the Balance Sheet, except for property disposed of in the usual and ordinary course of business since the Balance Sheet Date and for property held under valid and subsisting leases which are in full force and effect and which are not in default.

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2.13 Litigation . Except as set forth on Schedule 2.13 , there is no legal action, suit, arbitration or other legal, administrative or other governmental proceeding pending or, to the best knowledge of the Company, threatened against or affecting the Company or its properties, assets or business, and after reasonable investigation, the Company is not aware of any incident, transaction, occurrence or circumstance that might reasonably be expected to result in or form the basis for any such action, suit, arbitration or other proceeding. The Company is not in default with respect to any order, writ, judgment, injunction, decree, determination or award of any court or any governmental agency or instrumentality or arbitration authority.

2.14 Patents, Trademarks, Etc . Schedule 2.14 sets forth a list of all United States and foreign patents, trademarks, trade names, copyrights, and applications therefor used by the Company exclusively in and material to the conduct of its business (the “Patent and Trademark Rights”). Except as disclosed in Schedule 2.14 , (a) the Company owns or possesses adequate licenses or other valid rights to use all Patent and Trademark Rights; and (b) to the Company’s knowledge, the conduct of its business as now being conducted does not conflict with any valid patents, trademarks, trade names or copyrights of others in any way which has a material adverse effect on the business or financial condition of the Company or its business.

2.15 Disclosure . There is no fact relating to the Company that the Company has not disclosed to the Parent in writing that materially and adversely affects nor, insofar as the Parent can now foresee, will materially and adversely affect, the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company. No representation or warranty by Company herein and no information disclosed in the schedules or exhibits hereto by Company contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading.

2.16 “C” Corporation. The Company agrees to revoke its election as an S corporation status prior to the Closing Date.

3. Representations and Warranties of Parent and Acquisition Corp. Parent and Acquisition Corp. jointly and severally represent and warrant to the Company, as follows:

3.1 Organization and Standing . Parent is a corporation duly organized and existing in good standing under the laws of the State of Delaware. Acquisition Corp. is a corporation duly organized and existing in good standing under the laws of the State of Florida. Parent and Acquisition Corp. have heretofore delivered to the Company complete and correct copies of their respective Articles of Incorporation and Bylaws as now in effect. Parent and Acquisition Corp. have full corporate power and authority to carry on their respective businesses as they are now being conducted and as now proposed to be conducted and to own or lease their respective properties and assets. Except as disclosed in Parent’s annual reports on Form 10-KSB, quarterly reports on Form 10-QSB, current reports on Form 8-K and other statements, reports, and filings (collectively, the “Parent SEC Documents”) filed with the Securities and Exchange Commission (the “Commission”), neither Parent nor Acquisition Corp. has any subsidiaries (except Parent as the sole stockholder of Acquisition Corp.) or direct or indirect interest (by way of stock ownership or otherwise) in any firm, corporation, limited liability company, partnership,

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association or business. Parent owns all of the issued and outstanding capital stock of Acquisition Corp. free and clear of all Liens, and Acquisition Corp. has no outstanding options, warrants or rights to purchase capital stock or other equity securities of Acquisition Corp., other than the capital stock owned by Parent. Unless the context otherwise requires, all references in this Section 3 to the “Parent” shall be treated as being a reference to the Parent and Acquisition Corp. taken together as one enterprise.

3.2 Corporate Authority . Each of Parent and/or Acquisition Corp. (as the case may be) has full corporate power and authority to enter into the Merger Documents and the other agreements to be made pursuant to the Merger Documents, and to carry out the transactions contemplated hereby and thereby. All corporate acts and proceedings required for the authorization, execution, delivery and performance of the Merger Documents and such other agreements and documents by Parent and/or Acquisition Corp. (as the case may be) have been duly and validly taken or will have been so taken prior to the Closing. Each of the Merger Documents constitutes a legal, valid and binding obligation of Parent and/or Acquisition Corp. (as the case may be), each enforceable against them in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general principles of equity.

3.3 Broker’s and Finder’s Fees . Except for the firms engaged by the Company described in Section 2.8, no person, firm, corporation or other entity is entitled by reason of any act or omission of Parent or Acquisition Corp. to any broker’s or finder’s fees, commission or other similar compensation with respect to the execution and delivery of this Agreement or the Articles of Merger, or with respect to the consummation of the transactions contemplated hereby or thereby. Parent and Acquisition Corp. jointly and severally indemnify and hold Company harmless from and against any and all loss, claim or liability arising out of any such claim from any other Person who claims he, she or it introduced Parent or Acquisition Corp. to, or assisted them with, the transactions contemplated by or described herein.

3.4 Capitalization of Parent . The authorized capital stock of Parent consists of (a) 50,000,000 shares of common stock, $0.0001 par value per share (the “Parent Common Stock”), of which not more than 3,414,000 shares will be, prior to the Effective Time and prior to the issuance of the Escrow Shares, issued and outstanding. There are 1,000,000 shares of preferred stock authorized, $0.0001 par value per share, of which none are issued and outstanding. Parent has no outstanding options, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessable, and none of such shares have been issued in violation of the preemptive rights of any person.

3.5 Acquisition Corp . Acquisition Corp. is a wholly-owned subsidiary of Parent that was formed specifically for the purpose of the Merger and that has not conducted any business or

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acquired any property, and will not conduct any business or acquire any property prior to the Closing Date, except in preparation for and otherwise in connection with the transactions contemplated by this Agreement, the Articles of Merger and the other agreements to be made pursuant to or in connection with this Agreement and the Articles of Merger.

3.6 Validity of Shares . The shares of Parent Common Stock to be issued at the Closing pursuant to this Agreement and the Escrow Shares, when issued and delivered in accordance with the terms hereof and the Articles of Merger shall be duly and validly issued, fully paid and nonassessable. Based in part on the representations and warranties of the Stockholders as contemplated by Section 4 hereof and assuming the accuracy thereof, the issuance of the Parent Common Stock upon the Merger pursuant to this Agreement will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state blue sky or securities laws.

3.7 SEC Reporting and Compliance .

(a) The Parent filed a registration statement on Form 10-SB under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), on December 14, 2002, which became effective January 10, 2004 in accordance with Section 12(g) of the Exchange Act and the rule promulgated thereunder. Since that date, the Parent has filed with the Commission all reports required to be filed by companies registered pursuant to Section 12(g) of the Exchange Act.

(b) The Parent has made available to the Company by means of its electronic filings with the Commission, true and complete copies of all the Parent SEC Documents filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading.

(c) The Parent has not filed, and nothing has occurred with respect to which the Parent would be required to file, any report on Form 8-K since February 20, 2007.

(d) The Parent is not an investment company within the meaning of Section 3 of the Investment Company Act.

(e) The Parent’s stock trades on the Over-the-Counter Bulletin Board under the symbol “MAGN.OB.”

(f) Between the date hereof and the Closing Date, the Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board.

(g) To the best knowledge of the Parent, the Parent has otherwise complied with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

3.8 Financial Statements . The balance sheets, and statements of operations, statements of changes in shareholders’ equity and statements of cash flows contained in the Parent SEC

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Documents (the “Parent Financial Statements”) (i) have been prepared in accordance with GAAP applied on a basis consistent with prior periods (and, in the case of unaudited financial information, on a basis consistent with year-end audits), (ii) are in accordance with the books and records of the Parent, and (iii) present fairly in all material respects the financial condition of the Parent at the dates therein specified and the results of its operations and changes in financial position for the periods therein specified. The financial statements included in the Annual Report on Form 10-KSB for the fiscal years ended December 31, 2004, December 31, 2005, and December 31, 2006 are audited by, and include the related report of Sherb & Co., LLP, Parent’s independent certified public accountants. The financial information included in the Annual Report on Form 10-KSB for the year ended December 31 2006, is audited, and reflects all adjustments (including normally recurring accounts) that Parent considers necessary for a fair presentation of such information and have been prepared in accordance with generally accepted accounting principles, consistently applied.

3.9 Governmental Consents . All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with any federal or state governmental authority on the part of Parent or Acquisition Corp. required in connection with the consummation of the Merger shall have been obtained prior to, and be effective as of, the Closing.

3.10 Compliance with Laws and Instruments . The execution, delivery and performance by Parent and/or Acquisition Corp. of this Agreement, the Articles of Merger and the other agreements to be made by Parent or Acquisition Corp. pursuant to or in connection with this Agreement or the Articles of Merger and the consummation by Parent and/or Acquisition Corp. of the transactions contemplated by the Merger Documents will not cause Parent and/or Acquisition Corp. to violate or contravene (i) any provision of law, (ii) any rule or regulation of any agency or government, (iii) any order, judgment or decree of any court, or (v) any provision of their respective articles or certificate of incorporation or Bylaws as amended and in effect on and as of the Closing Date and will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Parent or Acquisition