AGREEMENT AND PLAN OF MERGER

Exhibit 10.47

AGREEMENT AND PLAN OF MERGER

          AGREEMENT AND PLAN OF MERGER, dated as of April 1, 2003, by and between USASECURE CORP, a Delaware corporation (the “Company”), GlobalSecure Ltd., a Delaware corporation (the “Purchaser”) and C. Thomas McMillen (the “Sole Shareholder”).

          WHEREAS, the Boards of Directors of the Purchaser and the Company have each determined that it is in the best interests of their respective stockholders for the Purchaser to acquire the Company upon the terms and subject to the conditions set forth herein; and

          WHEREAS, in furtherance of such acquisition, the Boards of Directors of the Purchaser and the Company have each approved the merger of the Purchaser with and into the Company in accordance with the General Corporation Law of the State of Delaware (the “GCL”) and upon the terms and subject to the conditions set forth herein; and

          WHEREAS, all of the issued and outstanding common equity of the Company is of record and beneficially owned by the Sole Shareholder; and

          WHEREAS, the Sole Shareholder has voted his shares in favor of the approval of this Agreement and the transactions contemplated hereby, including the Merger (as hereinafter defined).

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

ARTICLE I

THE MERGER

          SECTION 1.01 The Merger. Upon the terms and subject to the conditions hereof, and in accordance with the GCL, the Company shall be merged (the “Merger”) with and into the Purchaser as soon as practicable following the satisfaction or waiver of the conditions set forth in Article VI hereof. Following the Merger the Purchaser shall continue as the surviving corporation and the separate corporate existence of the Company shall cease.

          SECTION 1.02 Effective Time. The Merger shall become effective upon filing with the Delaware Secretary of State of a certificate of merger executed in accordance with the relevant provisions of the GCL (the time the Merger becomes effective being the “Effective Time”).

          SECTION 1.03 Effects of the Merger. The Merger shall have the effects set forth in the GCL. Without limitation, upon the effectiveness of the Merger: (a) the separate existence of the Company shall cease; (b) the Purchaser as the surviving corporation shall possess all of the rights, privileges, powers, immunities, purposes and franchises, both public and private, of each of the Company and the Purchaser; (c) all real and personal property, tangible and intangible, of every kind and description belonging to the Company and the Purchaser shall be vested in the Purchaser as the surviving corporation without further act or deed, and the title to any real estate or any interest therein vested in either the Company or the Purchaser shall not

revert or in any way be impaired by reason of the Merger; (d) the Purchaser as the surviving corporation shall be liable for all the obligations and liabilities of each of the Company and the Purchaser and any claim existing or action or proceeding pending by or against either the Company or the Purchaser may be enforced as if the Merger had not taken place; and (e) neither the rights of creditors nor any liens upon or security interests in the property of either the Company or the Purchaser shall be impaired by the Merger.

          SECTION 1.04 Certificate of Incorporation and By-Laws. Without further action by the Company or the Purchaser, the Certificate of incorporation and By-laws of the Purchaser as in effect at the Effective Time shall continue to be the Certificate of Incorporation and By-Laws of the Purchaser as the surviving corporation.

          SECTION 1.05 Directors. The directors of the Purchaser at the Effective Time shall be the initial directors of the Purchaser as the surviving corporation, until their successors shall have been duly elected or appointed and qualified.

          SECTION 1.06 Officers. The officers of the Purchaser at the Effective Time shall be the initial officers of the Company as the surviving corporation, until their successors have been duly appointed.

          SECTION 1.07 Conversion of Shares. At the Effective Time, each of the 5,000,000 issued and outstanding shares of Class B Common Stock, par value $.0001 of the Company (“Company Common Stock”), said shares being the only issued and outstanding shares of the Company, shall, by virtue of the Merger and without any action on the part of the holder thereof be converted into seventy eight hundredths of a share of Common Stock, par value $.0001 of the Purchaser, or an aggregate of 3,900,000 shares (the “Merger Consideration”).

          SECTION 1.08 Shareholders’ Meeting. The Purchaser, acting through its Board of Directors, shall in accordance with applicable law obtain the approval of its shareholders for the Merger in accordance with the provisions of the GCL.

          SECTION 1.09 Filing of Certificate of Merger. Upon the terms and subject to the conditions hereof, as soon as practicable following the satisfaction or waiver of the conditions set forth in Article VII hereof, the Company and the Purchaser shall execute and file a Certificate of Merger in the manner required by the GCL and the parties hereto shall take all such other and further actions as may be required by law to make the Merger effective. Prior to the filings referred to in this Section, a closing will be held at the offices of Fredric J. Gruder, Huntington, New York (or such other place as the parties may agree) for the purpose of confirming all of the foregoing. At the Closing, Purchaser shall deliver the Merger Consideration to Purchaser’s attorney for release to the Sole Shareholder upon confirmation that the Effective Time has occurred.

ARTICLE II

REPRESENTATIONS AND WARRANTIES
OF THE COMPANY

The Company represents and warrants to the Purchaser that:

          SECTION 2.01 Organization. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so existing and in good standing or to have such power and authority would not in the aggregate have a material adverse effect on the business operations or financial condition of the Company taken as a whole. The Company is duly qualified or licensed to do business and is 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, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not in the aggregate have a material adverse effect on the business, operations or financial condition of the Company and its subsidiaries taken as a whole. Schedule 2.01 sets forth each jurisdiction where the Company is qualified to do business as a foreign corporation. The Company has heretofore made available to the Purchaser accurate and complete copies of the Certificate of Incorporation and By-laws, as currently in effect, of the Company. The Company has no subsidiaries and is not a party to any partnership, agency or joint venture agreement.

          For purposes of this Agreement, the term “subsidiary” shall mean each corporation or other entity in which a corporation owns or controls, directly through one or more subsidiaries, 50% or more of the stock or other interests having general voting power in the election of directors or persons performing similar functions.

          SECTION 2.02 Capitalization. The authorized capital stock of the Company consists of (i) 40,000,000 shares of Class A Common Stock, par value $.0001 per share, none of which shares are issued and outstanding as of the date hereof; (ii) 20,000,000 shares of Class B Common Stock, par value $.0001 per share, 5,000,000 of which are issued and outstanding on the date hereof (the “Company Shares”); and (iii) 5,000,000 shares of preferred stock, none of which have been designated, issued or are outstanding. All of the issued and outstanding Company Shares are validly issued, fully paid and non-assessable and free of preemptive rights. Except for the Company Shares, there are no shares of capital stock of the Company issued or outstanding or any subscriptions, options, warrants, calls, rights, convertible securities or other agreements or commitments of any character obligating the Company to issue, transfer, sell or pay any amount with respect to any of its securities.

          SECTION 2.03 Authority Relative to this Agreement. The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and the Sole Shareholder and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the provisions of any bankruptcy, insolvency, moratorium or similar law applicable to the rights of creditors generally.

          SECTION 2.04 No Violations. Except for the filing and recording of a Certificate of Merger as required by the GCL no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for filings, permits, authorizations, consents or approvals, the failure to obtain which would not in the aggregate have a material adverse effect on the financial condition, results of operations or business of the Company taken as a whole or which would not prevent or delay in any material respect the consummation of the transactions contemplated hereby. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-laws of the Company, (ii) 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, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, lease, contract, agreement or other instrument or obligation to which the Company is a party or by which it or its properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, or any of its properties or assets, except in the case of (ii) or (iii) for violations, breaches or defaults which would not in the aggregate have a material adverse effect on the financial condition, results of operations or business of the Company and its subsidiaries taken as a whole and which would not prevent or delay in any material respect the consummation of the transactions contemplated hereby (each of such effects being referred to as a “Material Adverse Effect,” provided that, for the purposes of Article III hereof, the term “Material Adverse Effect” shall be deemed to refer to the occurrence of any such event with respect to the financial condition, results of operations or business of the Purchaser).

          SECTION 2.05 Properties.

               (a) The Company and its subsidiaries have good and marketable title to, or in the case of leased property have valid leasehold interests in (which leases are in full force and effect and with respect to which no event of default has occurred and is continuing), all properties and assets (whether real or personal, and whether tangible or intangible).

               (b) There is no violation of any law, regulation or ordinance (including without limitation, laws, regulations or ordinances relating to zoning, environmental, city planning or similar matters) relating to the properties and assets of the Company and its subsidiaries except such violations as would not, in the aggregate, have a Material Adverse Effect.

          SECTION 2.06 No Undisclosed Liabilities. There are no liabilities of the Company of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition situation or set of circumstances which could reasonably result in such a liability.

          SECTION 2.07 Litigation. There are no actions, suits, or proceedings pending against, or to the knowledge of the Company, threatened against the Company before any court or arbitrator or any governmental body, agency or official.

          SECTION 2.08 Taxes. Except as disclosed in the financial statements referred to in Section 2.05, the Company has duly filed with the appropriate federal, state and local governments or governmental agencies, all federal, state and local income tax returns and declarations of estimated tax and all other material tax returns and reports required to be filed and has paid in full when due all taxes, licenses and fees, including interest and penalties, shown to be due thereon. All material claims for federal, state and local taxes asserted against the Company have either been paid or adequately provided for. Neither the Company nor any subsidiary has filed a consent pursuant to Section 341(f) of the Internal Revenue Code of 1986 (the “Code”). The Company has not agreed and has not been required to make any adjustment under Section 481(a) of the Code by reason of a change of accounting or otherwise.

          SECTION 2.09 No Activities. Since its incorporation the Company has not engaged in any active business and has not suffered any Material Adverse Change

ARTICLE II(A)

REPRESENTATIONS AND WARRANTIES
OF THE SOLE SHAREHOLDER

          SECTION 2(A).01 Accuracy of Representations and Warranties of the Company. To the best of Sole Shareholder’s knowledge, each representation and warranty of the Company is true, accurate and complete in all respects and does not omit to state a fact necessary to make such representation or warranty, not misleading.

          SECTION 2(A).02 Investment Representations. Sole Shareholder has been advised that the shares in the Purchaser to be issued to the Sole Shareholder have not been registered under the Securities Act of 1933, as amended (“Securities Act”), or the relevant State Laws, but are being offered and will be sold pursuant to exemptions from the Securities Act and State Laws, and that the Company’s reliance upon such exemptions is predicated in part on Sole Shareholder’s representations contained herein. Sole Shareholder represents and warrants that the shares in the Purchaser to be issued to the Sole Shareholder are being acquired for Sole Shareholder’s own account and for long-term investment and without the intention of reselling or redistributing the shares in the Purchaser to be issued to the Sole Shareholder. Sole Shareholder acknowledges and agrees that the following legend will be placed on the Certificate for the shares in the Purchaser to be issued to the Sole Shareholder:

“The securities represented by this certificate have been acquired for investment under an exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”). Such securities may not be offered, sold, or transferred in the absence of (A) an effective registration statement under the 1933 or (B) an exemption therefrom and an opinion of counsel to the issuer to such effect.”

     Sole Shareholder further represents and agrees that if, contrary to Sole Shareholder’s foregoing intentions, Sole Shareholder should later desire to dispose of or transfer any of the shares in the Purchaser to be issued to the Sole Shareholder in any manner, Sole Shareholder shall not do so without first obtaining (i) an opinion of counsel satisfactory to the Company that such proposed disposition or transfer may be made lawfully without the registration of such

shares pursuant to the Securities Act and applicable State Laws, or (ii) registration of such shares (it being expressly understood that the Company shall not have any obligation to register such shares). Sole Shareholder represents and warrants that he is a bona fide resident of (or if Sole Shareholder is other than a natural person, is a legal entity organized or incorporated under the laws of, and is domiciled in) the State of New York. Sole Shareholder represents and warrants that he is an officer of the Purchaser and, accordingly an accredited investor as defined in Rule 502 under the Securities Act. Sole Shareholder represents and warrants that he has or will make a full investigation of the Purchaser and is aware that an investment in the Purchaser is highly speculative and not suitable to a person who can not afford to lose his entire investment.

ARTICLE III

REPRESENTATIONS AND WARRANTIES
OF THE PURCHASER

          The Purchaser represents and warrants to each of the Company and the Sole Shareholder as follows:

          SECTION 3.01 Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and 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 or authority would not have a Material Adverse Effect. The Purchaser has heretofore made available to the Company complete and correct copies of its Certificate of Incorporation and By-laws, as in effect on the date hereof.

          SECTION 3.02 Authority Relative to this Agreement. The Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Company’s Board of Direct