AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger

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PETALS DECORATIVE ACCENTS, INC.

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Title: AGREEMENT AND PLAN OF MERGER
Date: 4/23/2003

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Exhibit 20.02

AGREEMENT AND PLAN OF MERGER

BY AND AMONG IMMUNOTECHNOLOGY, INC., a Delaware corporation

ULTIMATE SECURITY SYSTEMS CORPORATION, a Nevada corporation

AND THE OTHER PARTIES SIGNATORY HERETO

Dated as of April 21, 2003

TABLE OF CONTENTS

ARTICLE 1 THE MERGER

1.1 The Merger

1.2 Effective Time

1.3 Effect of the Merger on Constituent Corporations

1.4 Certificate of Incorporation and Bylaws of Surviving Corporation

1.5 Directors and Officers of Surviving Corporation

1.6 Maximum Number of Shares of IMNT Common Stock to be Issued; Effect on

Outstanding Securities of USSC

1.7 Reservation of Shares

1.8 Adjustments to Exchange Ratio

1.9 Fractional Shares

1.10 Dissenting Shares

1.11 Exchange Procedures

1.12 No Further Ownership Rights in USSC Common Stock

1.13 Lost, Stolen or Destroyed Certificates

1.14 Tax Consequences

1.15 Taking of Necessary Action: Further Action

ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF USSC

2.1 Organization and Qualification

2.2 Authority Relative to this Agreement

2.3 Capital Stock

2.4 No Subsidiaries

2.5 Directors and Officers

2.6 No Conflicts

2.7 Books and Records; Organizational Documents

2.8 USSC Financial Statements

2.9 Absence of Changes

2.10 No Undisclosed Liabilities

2.11 Taxes

2.12 Legal Proceedings

2.13 Compliance with Laws and Orders

2.14 Employee Benefit Plans and Employee Matters

2.15 Real Property

2.16 Tangible Personal Property

2.17 Intellectual Property

2.18 Contracts

2.19 Insurance

2.20 Affiliate Transactions

2.21 Employees; Labor Relations

2.22 Environmental Matters

2.23 Substantial Customers and Suppliers

2.24 Accounts Receivable

2.25 Inventory

2.26 Other Negotiations; Brokers; Third Party Expenses

2.27 Banks and Brokerage Accounts

2.28 Warranty Obligations

2.29 Foreign Corrupt Practices Act

2.30 Tax-Free Reorganization

2.31 Financial Projections

2.32 Approvals

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2.33 Information Statement

2.34 No Solicitation

2.35 Disclosure

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF IMNT

3.2 Authority Relative to this Agreement

3.3 Issuance of IMNT Common Stock

3.6 Books and Records; Organizational Documents

3.7 Legal Proceedings

3.8 Compliance with Laws and Orders

3.9 Banks and Brokerage Accounts

3.10 Other Negotiations; Brokers; Third Party Expenses

3.11 Foreign Corrupt Practices Act

3.12 Approvals

3.13 Information Statement

3.14 Disclosure

3.16 Investment Advisors

3.17 Tax-Free Reorganization

ARTICLE 4 CONDUCT BEFORE THE EFFECTIVE TIME

4.1 Conduct of Business of USSC

4.2 No Solicitation

ARTICLE 5 ADDITIONAL AGREEMENTS

5.1 Information Statement

5.5 Stockholder Approval

5.6 Access to Information

5.7 Confidentiality

5.8 Expenses

5.9 Public Disclosure

5.10 Approvals

5.12 Notification of Certain Matters

5.15 Additional Documents and Further Assurances; Cooperation

5.18 USSC' s Auditors

5.20 Takeover Statutes

5.21 Treatment as Reorganization

5.22 Intellectual Property

ARTICLE 6 CONDITIONS TO THE MERGER

6.1 Conditions to Obligations of Each Party Under this Agreement

6.2 Additional Conditions to Obligations of USSC

6.3 Additional Conditions to the Obligations of IMNT

ARTICLE 7 SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS

7.1 Survival of Representations, Warranties, Covenants and Agreements

ARTICLE 8 TERMINATION, AMENDMENT AND WAIVER

8.1 Termination

8.2 Effect of Termination

8.3 Amendment

8.4 Extension; Waiver

ARTICLE 9 MISCELLANEOUS PROVISIONS

9.1 Notices

9.2 Entire Agreement

9.3 Amendment

9.4 Further Assurances; Post-Closing Cooperation

9.5 Waiver

9.6 Remedies

9.7 Third Party Beneficiaries

9.8 No Assignment; Binding Effect

9.9 Invalid Provisions

9.10 Governing Law

9.11 Waiver of Trial by Jury

9.12 Costs and Expenses

9.13 Construction

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9.14 Counterparts

9.15 Specific Performance

ARTICLE 10 DEFINITIONS

10.1 Definitions

10.2 Construction

Exhibits

Exhibit A-Certificate of Merger to be filed with Nev. Sec. of State

Exhibit B-Delaware Certificate of Merger

Exhibit C-IMNT officers' Certificate re: rep's and warranties

Exhibit D-USSC officers' Certificate re: rep's and warranties

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into

as of April 21, 2003 by and among Immunotechnology, Inc., a Delaware

corporation ("IMNT"), and Ultimate Security Systems Corporation, a Nevada

corporation ("USSC"). Capitalized terms used and not otherwise defined herein

have the meanings set forth in Article 10.

RECITALS

A. The Boards of Directors of each of IMNT and USSC have approved this

Agreement and deem it advisable and in the best interests of IMNT and USSC,

respectively, and their respective stockholders that IMNT acquire USSC by the

merger of USSC with and into IMNT (the "Merger") and, in furtherance thereof,

have approved the Merger, this Agreement and the transactions contemplated

hereby.

B. Before the Effective Time and as a condition to consummation of the Merger,

all outstanding shares of USSC Preferred Stock will be converted into

outstanding shares of USSC Common Stock and all holders of USSC Preferred

Stock shall have agreed to accept shares of IMNT common stock in exchange for

all accrued but unpaid dividends.

C. Pursuant to the Merger, among other things, and subject to the terms and

conditions of this Agreement, (i) all of the outstanding shares of USSC Common

Stock that are issued and outstanding immediately before the Effective Time of

the Merger shall be converted into the right to receive shares of Common

Stock, par value $0.001 per share, of IMNT ("IMNT Common Stock"), and (ii) all

USSC Options, USSC Warrants and USSC Stock Purchase Rights then outstanding

(whether vested or unvested) shall become exercisable for IMNT Common Stock,

on the terms and subject to the conditions set forth in this Agreement.

D. IMNT and USSC intend that the Merger shall constitute a reorganization

within the meaning of Section 368(a) of the Code and in furtherance thereof

intend that this Agreement shall be a "plan of reorganization" within the

meaning of Sections 354(a) and 361(a) of the Code.

E. USSC and IMNT desire to make certain representations, warranties, covenants

and agreements in connection with the Merger.

NOW, THEREFORE, AS CONSIDERATION FOR the covenants, promises, representations

and warranties set forth herein, and for other good and valuable consideration

(the receipt and sufficiency of which hereby are acknowledged by the parties),

intending to be legally bound hereby, the parties hereby agree as follows:

Article1

THE MERGER

1.1 The Merger

At the Effective Time and on the terms and subject to the conditions of this

Agreement and the applicable provisions of the applicable Nevada Delaware Law,

USSC shall be merged with and into IMNT, the separate corporate existence of

USSC shall cease, and IMNT shall continue as the surviving corporation. IMNT

sometimes is referred to herein as the "Surviving Corporation."

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1.2 Effective Time

Unless this Agreement is terminated earlier pursuant to Section 8.1 hereof,

the closing of the Merger (the "Closing") is expected to occur on the date

that the Registration Statement on Form S-4 is declared "effective" by the

Securities and Exchange Commission and will occur no later than five (5)

Business Days following satisfaction or waiver of the conditions set forth in

Article 6, at the offices of MC Law Group, 4100 Newport Place, Suite 860,

Newport Beach, California 92660, unless another place or time is agreed to by

IMNT and USSC. The date on which the Closing actually occurs is referred to

herein as the "Closing Date." On the Closing Date, the parties hereto shall

cause the Merger to be consummated by filing an Certificate of Merger (or

similar instrument), in substantially the form attached hereto as Exhibit A

(the "Nevada Certificate of Merger"), with the Nevada Secretary of State and

filing a Certificate of Merger (or similar instrument), in substantially the

form attached hereto as Exhibit B (the "Delaware Certificate of Merger"), with

the Delaware Secretary of State, in each case in accordance with the relevant

provisions of applicable law (the time of acceptance by the Delaware Secretary

of State of such filing or such later time as may be agreed to by the parties

and set forth in the Delaware Certificate of Merger being referred to herein

as the "Effective Time").

1.3 Effect of the Merger on Constituent Corporations

At the Effective Time, the effect of the Merger shall be as provided in the

applicable provisions of Delaware and Nevada Law. Without limiting the

generality of the foregoing, and subject thereto, at the Effective Time, all

the property, rights, privileges, powers and franchises of IMNT and USSC shall

vest in the Surviving Corporation, and all debts, liabilities, obligations,

restrictions, disabilities and duties of IMNT and USSC shall become the debts,

liabilities, obligations, restrictions, disabilities and duties of the

Surviving Corporation.

1.4 Certificate of Incorporation and Bylaws of Surviving Corporation

(a) At the Effective Time, the Certificate of Incorporation of IMNT, as in

effect immediately before the Effective Time, shall be the certificate of

incorporation of the Surviving Corporation until thereafter amended as

provided by law and such certificate of incorporation and the bylaws of the

Surviving Corporation.

(b) At the Effective Time, the Bylaws of IMNT, as in effect immediately before

the Effective Time, shall be the bylaws of the Surviving Corporation until

thereafter amended as provided by such bylaws, the certificate of

incorporation of the Surviving Corporation and applicable law.

1.5 Directors and Officers of Surviving Corporation

Effective immediately upon the Closing, all of the current directors of IMNT

will appoint the current directors of USSC as directors of the Surviving

Corporation (the "Post-Closing Directors") and, thereafter, will resign as of

the Effective Time, each Post-Closing Director to hold office in accordance

with the Certificate of Incorporation and Bylaws of the Surviving Corporation.

Effective immediately upon the Closing, all of the current officers of IMNT

will resign and the Post-Closing Directors shall appoint new officers, each to

hold office in accordance with the Certificate of Incorporation and Bylaws of

the Surviving Corporation.

1.6 Maximum Number of Shares of IMNT Common Stock to be Issued; Effect on

Outstanding Securities of USSC

The maximum number of shares of IMNT Common Stock to be issued (including

IMNT Common Stock to be reserved for issuance upon exercise of USSC Options,

USSC Warrants (if any) or USSC Stock Purchase Rights to be assumed by IMNT as

provided herein) in exchange for the acquisition by IMNT of all shares of USSC

Common Stock that are issued and outstanding immediately before the Effective

Time and all vested and unvested USSC Options, USSC Warrants (if any) and USSC

Stock Purchase Rights that then are outstanding (other than USSC Warrants that

by their terms expire without payment, conversion, adjustment or other

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consideration at the Effective Time) shall not exceed the Aggregate Share

Number. No adjustment shall be made in the number of shares of IMNT Common

Stock issued in the Merger as a result of any consideration (in any form

whatsoever) received by USSC from the date hereof to the Effective Time as a

result of any exercise, conversion or exchange of USSC Options, USSC Warrants

or USSC Stock Purchase Rights. On the terms and subject to the conditions of

this Agreement, at the Effective Time, because of the Merger and without any

action on the part of IMNT, USSC or the holders of shares of USSC Common Stock

or USSC Options, USSC Warrants or USSC Stock Purchase Rights, the following

shall occur:

(a) Conversion of USSC Common Stock. Each share of USSC Common Stock (assuming

conversion of all outstanding shares of USSC Preferred Stock) issued and

outstanding immediately before the Effective Time (other than Dissenting

Shares (as provided in Section 1.10)) shall be cancelled and extinguished, and

each share of USSC Common Stock that is issued and outstanding immediately

before the Effective Time shall be converted automatically into the right to

receive, following the expiration or early termination of any waiting period

under the HSR Act that is applicable to the holder of such share at the

Effective Time, that number of shares of IMNT Common Stock equal to the

Exchange Ratio (subject to Section 1.9).

(b) IMNT Common Stock. Each share of IMNT Common Stock that is issued and

outstanding immediately before the Effective Time shall remain outstanding as

one validly issued, fully-paid and nonassessable share of the same class of

common stock of the Surviving Corporation, with identical rights and

privileges. From and after the Effective Time, each share certificate of IMNT

theretofore evidencing ownership of such shares shall continue to evidence

ownership of such shares of capital stock of the Surviving Corporation.

USSC Options, USSC Warrants and USSC Stock Purchase Rights then outstanding,

whether vested or unvested, together with the USSC Stock Option Plan, shall be

assumed by IMNT in accordance with the following: Each unexpired and

unexercised USSC Option, USSC Warrant and USSC Stock Purchase Right then

outstanding, whether vested or unvested, shall be, in connection with the

Merger, assumed by IMNT, together with the USSC Stock Option Plan, if any.

Each USSC Option, USSC Warrant and USSC Stock Purchase Right so assumed by

IMNT under this Agreement shall continue to have, and be subject to, the same

terms and conditions as were applicable to such USSC Option, USSC Warrant or

USSC Stock Purchase Right immediately before the Effective Time (including all

repurchase rights or vesting provisions), provided that (A) such USSC Option,

USSC Warrant or USSC Stock Purchase Right, as the case may be, shall be

exercisable for that number of whole shares of IMNT Common Stock equal to the

product of the number of shares of USSC Common Stock that were issuable upon

exercise of such USSC Option, USSC Warrant or USSC Stock Purchase Right

immediately before the Effective Time (assuming such USSC Option, USSC Warrant

or USSC Stock Purchase Right were exercisable in full) multiplied by the

Exchange Ratio (rounded down to the nearest whole number of shares of IMNT

Common Stock), and (B) the per-share exercise price for the shares of IMNT

Common Stock issuable upon exercise of such assumed USSC Option, USSC Warrant

or USSC Stock Purchase Right, as the case may be, shall be equal to the

quotient determined by dividing the exercise price per share of USSC Common

Stock at which such USSC Option, USSC Warrant or USSC Stock Purchase Right was

exercisable immediately before the Effective Time by the Exchange Ratio

(rounded up to the nearest whole cent). It is the intention of the parties

that USSC Options assumed by IMNT shall qualify following the Effective Time

as incentive stock options as defined in Section 422 of the Code to the same

extent USSC Options qualified as incentive stock options immediately before

the Effective Time. The provisions of this Section 1.6(c) shall be applied

consistent with the intent described in the preceding sentence.

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1.7 Reservation of Shares

IMNT shall reserve sufficient shares of IMNT Common Stock for issuance

pursuant to Section 1.6.

1.8 Adjustments to Exchange Ratio

The Exchange Ratio shall be equitably adjusted to accommodate fully the

effect of any stock split, reverse split, stock combination, stock dividend

(including any dividend or distribution of securities convertible into IMNT

Common Stock or USSC Common Stock), reorganization, reclassification,

recapitalization or other similar change with respect to IMNT Common Stock or

USSC Common Stock the effective date of which occurs after the date of this

Agreement and before the Effective Time.

1.9 Fractional Shares

No fraction of a share of IMNT Common Stock will be issued in the Merger, but

in lieu thereof each holder of shares of USSC Common Stock who otherwise would

be entitled to a fraction of a share of IMNT Common Stock (after aggregating

all fractional shares of IMNT Common Stock to be received by such holder)

shall be entitled to receive from IMNT an amount of cash (rounded to the

nearest whole cent) equal to the product of (a) such fraction multiplied by

(b) the Closing Price.

1.10 Dissenting Shares

(a) Notwithstanding any provision of this Agreement to the contrary, shares of

USSC Common Stock held by a holder who has demanded and perfected appraisal

rights for such shares in accordance with the Nevada Code, and who, as of the

Effective Time, has not effectively withdrawn or lost such appraisal or

dissenters' rights ("Dissenting Shares"), shall not be converted into or

represent a right to receive IMNT Common Stock pursuant to Section 1.6, but

the holder thereof shall be entitled only to such rights as are granted by the

Nevada Code.

(b) Notwithstanding the provisions of Section 1.10(a), if any holder of shares

of USSC Common Stock who demands appraisal of such shares in accordance with

the Nevada Code effectively withdraws or loses (through failure to perfect or

otherwise) the right to appraisal, then, as of the later of (i) the Effective

Time or (ii) the occurrence of such event, such holder's shares shall be

converted automatically into and represent only the right to receive IMNT

Common Stock as provided in Section 1.6, without interest thereon, upon

surrender to the Surviving Corporation of the certificate representing such

shares in accordance with Section 1.11.

demand for appraisal of shares of USSC Common Stock, withdrawals of such

demands and any other instrument relating to the Merger served in accordance

with the Nevada Code and received by USSC and (ii) the opportunity to

participate in all negotiations and proceedings with respect to demands for

appraisal in accordance with the Nevada Code. USSC shall not, except with the

prior written consent of IMNT or as may be required in accordance with

applicable law, voluntarily make any payment with respect to any demand for

appraisal of USSC Common Stock or offer to settle or settle any such demand.

1.11 Exchange Procedures

(a) IMNT Common Stock. On the Closing Date, IMNT shall issue or cause to be

issued for exchange in accordance with Section 1.6(a) the aggregate number of

shares of IMNT Common Stock issuable as of the Effective Time in exchange for

issued and outstanding shares of USSC Common Stock as of the Effective Time

(b) Exchange Procedures. As soon as reasonably practicable after the Effective

Time, the Surviving Corporation shall cause to be mailed to each holder of

record of a certificate or certificates that immediately before the Effective

Time represented issued and outstanding shares of USSC Common Stock (the

"Certificates") and that were converted into the right to receive shares of

IMNT Common Stock pursuant to Section 1.6, instructions for use in effecting

the surrender of the Certificates in exchange for certificates representing

shares of IMNT Common Stock and cash in lieu of fractional shares. Upon

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surrender of a Certificate for cancellation to the Surviving Corporation or to

such other agent or agents as may be appointed by IMNT, together with such

letter of transmittal, duly completed and validly executed in accordance with

the instructions contained therein, the holder of such Certificate shall be

entitled to receive in exchange therefor a certificate representing the number

of whole shares of IMNT Common Stock to which such holder is entitled

pursuant to Section 1.6 and cash in lieu of fractional shares to which such

holder is entitled pursuant to Section 1.9, and the Certificate so surrendered

shall be canceled. As soon as practicable after the Effective Time IMNT shall

cause to be distributed to such holder a certificate or certificates (in such

denominations as may be requested by such holder) representing that number of

shares of IMNT Common Stock to which such holder shall be entitled in

accordance with the Exchange Ratio, which certificate or certificates shall be

registered in the name of such holder.

dividends or other distributions with respect to IMNT Common Stock declared or

made after the Effective Time and with a record date after the Effective Time

will be paid to the holder of any unsurrendered Certificate with respect to

the shares of IMNT Common Stock represented thereby until the holder of record

of such Certificate surrenders such Certificate. Subject to applicable law,

following surrender of any such Certificate, there shall be paid to the record

holder of the certificates representing whole shares of IMNT Common Stock

issued in exchange therefor, without interest, at the time of such surrender,

the amount of dividends or other distributions with a record date after the

Effective Time theretofore payable (but for the provisions of this Section

1.11(c)) with respect to such whole shares of IMNT Common Stock.

(d) Transfers of Ownership. If any certificate for shares of IMNT Common Stock

is to be issued pursuant to the Merger in a name other than that in which the

Certificate surrendered in exchange therefor is registered, it shall be a

condition of the issuance thereof that (i) the Certificate so surrendered

shall be properly endorsed and otherwise in proper form for transfer and that

the Person requesting such exchange shall have paid to IMNT or any agent

designated by it all transfer and other taxes required by reason of the

issuance of a certificate for shares of IMNT Common Stock in any name other

than that of the registered holder of the Certificate surrendered, or it shall

have been established to the satisfaction of IMNT or any agent designated by

it that such taxes have been paid or are not payable, and (ii) the Person

surrendering such Certificate shall provide the Surviving Corporation with an

opinion of counsel, acceptable to the Surviving Corporation, that such

transfer does not violate state or federal securities laws.

(e) No Liability. Notwithstanding anything to the contrary in this Section

1.11, neither USSC, the Surviving Corporation, nor IMNT shall be liable to a

holder of shares of USSC Common Stock for any amount properly paid to a public

official pursuant to any applicable abandoned property, escheat or similar

law.

1.12 No Further Ownership Rights in USSC Common Stock

All shares of IMNT Common Stock issued upon the surrender for exchange of

shares of USSC Common Stock in accordance with the terms of this Agreement

(including any cash in lieu of fractional shares) shall be deemed to have been

issued in full and complete satisfaction of all rights and privileges

pertaining to such shares of USSC Common Stock, and there shall be no

additional registration of transfers on the records of USSC of shares of USSC

Common Stock that were issued and outstanding immediately before the Effective

Time. If, after the Effective Time, Certificates are presented to the

Surviving Corporation for any reason, such Certificates shall be canceled and

exchanged as provided in this Article 1.

1.13 Lost, Stolen or Destroyed Certificates

In the event that Certificates have been lost, stolen or destroyed, the

Surviving Corporation shall issue or cause to be issued Certificates

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representing such shares of IMNT Common Stock and cash in lieu of fractional

shares in exchange for such lost, stolen or destroyed Certificates, upon the

execution and delivery of an affidavit of that fact by the holder thereof;

provided, however, that IMNT may, in its discretion and as a condition

precedent to the issuance thereof, require the owner of such lost, stolen or

destroyed Certificates to provide an indemnity against any claim that may be

made against IMNT with respect to the Certificates alleged to have been lost,

stolen or destroyed.

1.14 Tax Consequences

It is intended by the parties that the Merger will constitute a

reorganization within the meaning of Section 368(a) of the Code. The parties

hereto hereby adopt this Agreement as the "plan of reorganization" within the

meaning of Sections 354(a) and 361(a) of the Code and as described in Sections

1.368-2(g) and 1.368-3(a) of the Income Tax Regulations.

1.15 Taking of Necessary Action; Further Action

If, at any time after the Effective Time, any such further action is

necessary or desirable to carry out the purposes of this Agreement or to vest

the Surviving Corporation with full right, title and possession to all assets,

property, rights, privileges, powers and franchises of USSC, or to effect the

assignment to the Surviving Corporation of any and all USSC Intellectual

Property created by a founder, employee or consultant of USSC, or to complete

and prosecute all domestic and foreign patent filings related to such USSC

Intellectual Property, the officers and directors of the Surviving Corporation

are fully authorized to take, and shall take, all such lawful and necessary

action.

Article 2

REPRESENTATIONS AND WARRANTIES OF USSC

USSC hereby represents and warrants to IMNT, subject to such exceptions as are

specifically disclosed with respect to specific numbered and lettered sections

and subsections of this Article 2 in the disclosure schedule and schedule of

exceptions (the "USSC Disclosure Schedule") delivered herewith and dated as of

the date hereof, and numbered with corresponding numbered and lettered

sections and subsections, as follows:

2.1 Organization and Qualification

USSC is a corporation duly organized, validly existing and in good standing

pursuant to the Laws of the state of its incorporation and has full and

complete corporate power and authority to conduct its business as now

conducted and as currently proposed to be conducted and to own, use, license

and lease its Assets and Properties. USSC is duly qualified, licensed or

admitted to do business and is in good standing as a foreign corporation in

each jurisdiction in which the ownership, use, licensing or leasing of its

Assets and Properties, or the conduct or nature of its business, makes such

qualification, licensing or admission necessary, except for such failures to

be so duly qualified, licensed or admitted and in good standing that could not

reasonably be expected to have a material adverse effect on the Business or

Condition of USSC. Section 2.1 of the USSC Disclosure Schedule sets forth each

jurisdiction where USSC is so qualified, licensed or admitted to do business

and separately lists each other jurisdiction in which USSC owns, uses,

licenses or leases its Assets and Properties, or conducts business or has

employees or engages independent contractors.

2.2 Authority Relative to this Agreement

Subject only to the requisite approval of the Merger and this Agreement and

the transactions contemplated by this Agreement by the stockholders of USSC,

USSC has full corporate power and authority to execute and deliver this

Agreement, to perform its obligations hereunder and to consummate the

transactions contemplated hereby. USSC's board of directors has approved this

Agreement and declared its advisability. The execution and delivery by USSC of

this Agreement and the consummation by USSC of the transactions contemplated

<PAGE> 9

hereby, and the performance by USSC of its obligations hereunder, have been

duly and validly authorized by all necessary action by the Board of Directors

of USSC and no other action on the part of the board of directors of USSC is

required to authorize the execution, delivery and performance of this

Agreement and the consummation by USSC of the transactions contemplated

hereby. This Agreement has been or will be, as applicable, duly and validly

executed and delivered by USSC and, assuming the due authorization, execution

and delivery hereof by IMNT will constitute a legal, valid and binding

obligation of USSC, enforceable against USSC in accordance with its terms,

except as the enforceability thereof may be limited by bankruptcy, insolvency,

fraudulent conveyance, reorganization, moratorium or other similar Laws

relating to the enforcement of creditors' rights generally and by general

principles of equity.

2.3 Capital Stock

(a) The authorized capital stock of USSC consists only of the following: (i)

50,000,000 shares of Common Stock, $.001 par value per share (the "USSC Common

Stock"), of which 12,292,558 shares of Common Stock are issued and outstanding

as of the date hereof; (ii) 10,000,000 shares of Series A Convertible

Preferred Stock, $.001 par value per share, of which 7,601,854 shares are

issued and outstanding as of the date hereof; and (iii) 4,000,000 shares of

Series B Convertible Preferred Stock, $.001 par value per share, of which

3,418,329 shares are issued and outstanding as of the date hereof. The Series

A Convertible Preferred Stock and the Series B Convertible Preferred Stock

shall collectively be referred to herein as the "USSC Preferred Stock". All of

the issued and outstanding shares of USSC Common Stock and USSC Preferred

Stock are validly issued, fully-paid and nonassessable and have been issued in

compliance with all applicable federal, state and foreign securities Laws.

Except as set forth in Section 2.3(a) of the USSC Disclosure Schedule, no

shares of USSC Common Stock or USSC Preferred Stock are held in treasury or

are authorized or reserved for issuance.

(b) Section 2.3(b) of the USSC Disclosure Schedule lists the name, address and

state of residence of each holder of USSC Common Stock (as provided by such

holder to USSC) and the number of shares of USSC Common Stock held by such

holder. Except as disclosed in Section 2.3(b) of the USSC Disclosure Schedule,

there are no other shares of USSC Common Stock issued and outstanding.

is issued and outstanding subject to a repurchase option on the part of USSC,

Section 2.3(c) of the USSC Disclosure Schedule sets forth the holder thereof,

the number and type of securities subject thereto and the vesting schedule

thereof (including a specific description of the circumstances pursuant to

which such vesting schedule for each such security can or will be

accelerated).

(d) With respect to each USSC Option, USSC Warrant, USSC Stock Purchase Right,

Restricted Stock Purchase Agreement or share of USSC Restricted Stock or

agreements, arrangements or understandings to which USSC is a party (written

or oral) to issue Options or other equity securities with respect to USSC,

Section 2.3(d) of the USSC Disclosure Schedule sets forth the holder thereof,

the number and type of securities issuable thereunder and, if applicable, the

exercise price therefor, the exercise period and vesting schedule thereof

(including a specific description of the circumstances under which such

vesting schedule for each such security can or will be accelerated). Except as

set forth in Section 2.3(d) of the USSC Disclosure Schedule, there are no

outstanding USSC Options, USSC Warrants, USSC Stock Purchase Rights,

Restricted Stock Purchase Agreements or shares of USSC Restricted Stock or

agreements, arrangements or understandings to which USSC is a party (written

or oral) to issue Options with respect to USSC. All of the USSC Options, USSC

Warrants and USSC Stock Purchase Rights were issued in compliance with all

applicable federal, state and foreign securities Laws.

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(e) Except as set forth in Section 2.3(e) of the USSC Disclosure Schedule,

there are no preemptive rights or agreements, arrangements or understandings

to issue preemptive rights with respect to the issuance or sale of USSC Common

Stock created by statute, the Articles of Incorporation or Bylaws of USSC, or

any agreement or other arrangement to which USSC is a party (written or oral)

or to which USSC is obligated, and there are no agreements, arrangements or

understandings to which USSC is a party (written or oral), pursuant to which

USSC has the right to elect to satisfy any Liability by issuing USSC Common

Stock or Equity Equivalents.

(f) USSC is not a party or subject to any agreement or understanding, and

there is no agreement, arrangement or understanding between or among Persons

that affects, restricts or relates to voting, giving of written consents,

dividend rights or transferability of shares with respect to USSC Common

Stock, including any voting trust agreement or proxy.

(g) Except as set forth in Section 2.3(g) of the USSC Disclosure Schedule, no

debt securities of USSC are issued and outstanding.

2.4 No Subsidiaries

USSC has no (and before the Closing will have no) Subsidiaries and does not

(and before the Closing will not) otherwise hold any equity, membership,

partnership, joint venture or other ownership interest in any Person.

2.5 Directors and Officers

The names of each director and officer of USSC on the date hereof, and his or

her position with USSC, are listed in Section 2.5 of the USSC Disclosure

Schedule.

2.6 No Conflicts

The execution and delivery by USSC of this Agreement does not, and the

performance by USSC of its obligations pursuant to this Agreement and the

consummation of the transactions contemplated hereby do not, and will not:

(a) conflict with or result in a violation or breach of any of the terms,

conditions or provisions of the Articles of Incorporation or bylaws of USSC ;

(b) subject to obtaining the consents, approvals and actions, making the

filings and giving the notices disclosed in Section 2.6(c) of the USSC

Disclosure Schedule, if any, conflict with or result in a violation or breach

of any Law or Order applicable to USSC or any of its Assets and Properties; or

conflict with or result in a violation or breach of, (ii) constitute a default

(or an event that, with or without notice or lapse of time or both, would

constitute a default) pursuant to, (iii) require USSC to obtain any consent,

approval or action of, make any filing with or give any notice to any Person

as a result or pursuant to the terms of (except for (A) the filing of the

Nevada and Delaware Certificate of Merger, together with the required

officers' certificates; (B) such consents, approvals, orders, authorizations,

registrations, declarations and filings as may be required pursuant to

applicable state or federal securities laws; and (C) such filings as may be

required pursuant to the HSR Act), (iv) result in or give to any Person any

right of termination, cancellation, acceleration or modification in or with

respect to, (v) result in or give to any Person any additional right or

entitlement to increased, additional, accelerated or guaranteed payments or

performance pursuant to, (vi) result in the creation or imposition of (or the

obligation to create or impose) any Lien upon USSC or any of its Assets and

Properties pursuant to or (vii) result in the loss of any material benefit

pursuant to, any of the terms, conditions or provisions of any Contract or

License to which USSC is a party or by which any of USSC' s Assets and

Properties is obligated.

2.7 Books and Records; Organizational Documents

The minute books and stock record books and other similar records of USSC

have been provided or made available to IMNT or its counsel before the

execution of this Agreement, are complete and correct in all respects and have

been maintained in accordance with reasonable and consistent business

<PAGE> 11

practices. Such minute books contain a true and complete record of all actions

taken at all meetings and by all written consents in lieu of meetings of the

directors, stockholders and committees of the Board of Directors of USSC from

the date of USSC's incorporation through the date hereof. USSC has before the

execution of this Agreement delivered to IMNT true and complete copies of its

Articles of Incorporation and Bylaws, both as amended through the date hereof.

USSC is not in violation of any provision of its Articles of Incorporation or

Bylaws.

2.8 USSC Financial Statements.

(a) Section 2.8(a) of the USSC Disclosure Schedule sets forth the USSC

Financials. The USSC Financials delivered to IMNT are correct and complete in

all material respects and have been prepared in accordance with GAAP applied

on a basis consistent throughout the periods indicated and consistent with

each other (except as may be indicated in the notes thereto as delivered to

IMNT before the date hereof, and, in the case of the Interim Financial

Statements, subject to normal year-end adjustments, which adjustments will not

be material in amount or significance). The USSC Financials present fairly and

accurately the financial condition and operating results of USSC as of the

dates and during the periods indicated therein, subject, in the case of the

Interim Financial Statements, to normal year-end adjustments, which

adjustments will not be material in amount or significance and except that the

Interim Financial Statements may not contain footnotes.

(b) Except as set forth in Section 2.8(b) of the USSC Disclosure Schedule,

since January 1, 2003, there has been no change in any accounting policy,

principle, method or practice, including any change with respect to reserves

(whether for bad debts, contingent liabilities or otherwise), of USSC.

2.9 Absence of Changes

Since the Audited Financial Statement Date, except as set forth in Section

2.9 of the USSC Disclosure Schedule, there has not been any material adverse

effect on the Business or Condition of USSC or any occurrence or event, which,

individually or in the aggregate, could reasonably be expected to have any

material adverse effect on the Business or Condition of USSC. Without limiting

the generality of the foregoing, except as expressly contemplated by this

Agreement and except as disclosed in Section 2.9 of the USSC Disclosure

Schedule, since the Audited Financial Statement Date:

(a) USSC has not entered into any Contract, commitment or transaction or

incurred any Liability outside of the ordinary course of business consistent

with past practice;

(b) USSC has not entered into any Contract in connection with any transaction

involving a Business Combination;

(or agreement to do so) or violation of the terms of any of the Contracts set

forth or described in Section 2.18(a) of the USSC Disclosure Schedule, except

as described in Section 2.9(c) of the USSC Disclosure Schedule;

(d) USSC has not entered into any transaction with any officer, director,

stockholder, Affiliate or Associate of USSC, other than (i) pursuant to any

Contract in effect on the Audited Financial Statement Date and disclosed to

IMNT pursuant to (and identified in) Section 2.9(d), Section 2.18(a) or

Section 2.20 of the USSC Disclosure Schedule or (ii) pursuant to any contract

of employment and listed pursuant to Section 2.18(a) of the USSC Disclosure

Schedule;

(e) no Action or Proceeding has been commenced or, to the knowledge of USSC,

threatened by or against USSC ;

(f) USSC has not made or agreed to make any disposition or sale of, waiver of

rights to, license or lease of, or incurrence of any Lien in an amount

exceeding $10,000.00 individually or $25,000.00 in the aggregate, on any of

the Assets and Properties of USSC, other than dispositions of inventory, or

nonexclusive licenses of products to Persons to whom USSC had granted licenses

of its products at the Audited Financial Statement Date, in the ordinary

course of business of USSC consistent with past practice;

<PAGE> 12

(g) USSC has not made or agreed to make any write-off or write-down, or any

determination to write off or write-down, or revalue, any of the Assets and

Properties of USSC, or change any reserve or liability associated therewith,

individually or in the aggregate in an amount exceeding $10,000.00.

(h) USSC has not made or agreed to make payment, discharge or satisfaction, in

an amount in excess of $10,000.00, in any one case, or $25,000.00 in the

aggregate, of any claim, Liability or obligation, other than the payment,

discharge or satisfaction in USSC's ordinary course of business of Liabilities

presented or reserved against in the USSC Financials;

(i) USSC has not failed to pay or otherwise satisfy any Liability currently

due and payable of USSC, except such Liabilities that are being contested in

good faith by appropriate means or procedures and that, individually or in the

aggregate, are immaterial in amount;

(j) USSC has not incurred any Indebtedness or guaranteed any Indebtedness in

an aggregate amount exceeding $25,000.00 or issued or sold debt securities of

USSC or guarantied debt securities of others;

(k) to the knowledge of USSC after consultation with USSC's independent

accountants, USSC has not taken or approved any action, including the

acceleration of vesting of any USSC Option, USSC Warrant or other right to

acquire shares of USSC Common Stock, which could reasonably be expected to

jeopardize the status of the Merger as a tax-free reorganization;

(l) USSC has not made any change in accounting policies, principles, methods,

practices or procedures (including for bad debts, contingent liabilities or

otherwise, respecting capitalization or expense of research and development

expenditures, depreciation or amortization rates or timing of recognition of

income and expense);

(m) other than in the ordinary course of business, USSC has not made any

representation or proposal to, or engaged in substantive discussions with, any

of the holders (or their representatives) of any Indebtedness, or to or with

any Person that has issued a letter of credit that benefits USSC ;

(n) USSC has not failed to renew any material insurance policy; no material

insurance policy of USSC has been cancelled or materially amended; and USSC

has given all notices and presented all claims (if any) pursuant to all such

policies in a timely fashion;

(o) there has been no material amendment or non-renewal of any of USSC's

Approvals, and USSC has used commercially reasonable efforts to maintain such

Approvals and has observed in all material respects all Laws and Orders

applicable to the conduct of USSC's business or USSC's Assets and Properties;

(p) USSC has taken all action required to procure, maintain, renew, extend or

enforce any USSC Intellectual Property, including submission of required

documents or fees during the prosecution of patent, trademark or other

applications for Registered Intellectual Property rights;

(q) there has been no physical damage, destruction or other casualty loss

(whether or not insured) affecting any of the real or personal property or

equipment of USSC individually or in the aggregate in an amount exceeding

$25,000.00; and

(r) USSC has not entered into or approved any contract, arrangement or

understanding or acquiesced in respect of any arrangement or understanding to

do, engage in or cause or having the effect of any of the foregoing, including

with respect to any Business Combination not otherwise restricted by the

foregoing paragraphs.

2.10 No Undisclosed Liabilities

Except as presented or reserved against in the USSC Financials (including the

notes thereto) or as disclosed in Section 2.10 of the USSC Disclosure

Schedule, there are no Liabilities of, relating to or affecting USSC or any of

USSC's Assets and Properties, other than Liabilities incurred in the ordinary

course of business consistent with past practice since the Audited Financial

Statement Date and in accordance with the provisions of this Agreement, which,

individually and in the aggregate, are not material to the Business or

Condition of USSC and are not for tort or for breach of contract.

2.11 Taxes

Except as set forth in Section 2.11 of the USSC Disclosure Schedule:

(a) All Tax Returns required to have been filed by or with respect to USSC or

any affiliated, consolidated, combined, unitary or similar group of which USSC

is or was a member (a "Relevant Group") have been duly and timely filed

<PAGE> 13

(including all extensions (if any)), and each such Tax Return correctly and

completely specifies Tax liability and all other information required to be

reported thereon. All such Tax Returns are true, complete and correct in all

material respects. All Taxes due and payable by USSC or any member of a

Relevant Group, whether or not shown on any Tax Return, or claimed to be due

by any Tax Authority, for periods (or portions of periods) contemplated by the

USSC Financials have been paid or accrued on the balance sheet included in the

USSC Financials.

(b) USSC has incurred no material liability for Taxes in the period after the

Audited Financial Statement Date. The unpaid Taxes of USSC (i) did not, as of

the most recent fiscal year end, exceed by any material amount the reserve for

Liability for Income Tax (other than the reserve for deferred taxes

established to accommodate timing differences between book and tax income) or

Other Tax set forth on the face of the most recent balance sheet included in

the USSC Financials and (ii) will not exceed by any material amount such

reserve as adjusted for operations and transactions in the ordinary course of

business through the Closing Date.

file any Tax Return. No claim ever has been made by a Taxing Authority of any

jurisdiction in which USSC or any member of any Relevant Group does not file

Tax Returns that USSC or such member is or may be subject to taxation by that

jurisdiction.

(d) USSC and each member of any Relevant Group has withheld and paid all Taxes

required to have been withheld and paid in connection with amounts paid or

owing to any employee, creditor or independent contractor.

(e) USSC does not have knowledge of any action by any Taxing Authority in

connection with assessing additional Taxes against or in respect of USSC or

any Relevant Group for any past period. There is no dispute or claim

concerning any Tax Liability of USSC either (i) threatened, claimed or raised

by any Taxing Authority or (ii) of which USSC otherwise is aware. There are no

Liens for Taxes on the Assets and Properties of USSC other than Liens for

Taxes not yet due. Section 2.11(e) of the USSC Disclosure Schedule indicates

those Tax Returns, if any, of USSC and each member of any Relevant Group that

have been audited or examined by Taxing Authorities and indicates those Tax

Returns of USSC and each member of any Relevant Group that currently are the

subject of audit or examination. USSC has delivered to IMNT complete and

correct copies of all federal, state, local and foreign income Tax Returns

filed by, and all Tax examination reports and statements of deficiencies

assessed against or agreed to by, USSC and each member of any Relevant Group

since the fiscal year ended December 31, 2002.

(f) There are no outstanding agreements or waivers extending the statutory

period of limitation applicable to any Tax Return that is required to be filed

by, or that includes or is treated as including, USSC or with respect to any

Tax assessment or deficiency affecting USSC or any Relevant Group.

(g) USSC has not received any written ruling related to Taxes or entered into

any agreement with a Taxing Authority relating to Taxes.

(h) USSC has no liability for the Taxes of any Person other than USSC (i)

pursuant to Section 1.1502-6 of the Treasury regulations (or any similar

provision of state, local or foreign Law), (ii) as a transferee or successor,

(iii) by Contract or (iv) otherwise.

(i) USSC (i) neither has agreed to make nor is required to make any adjustment

pursuant to Section 481 of the Code because of a change in accounting method

and (ii) is not a "consenting corporation" within the meaning of Section

341(f)(1) of the Code.

(j) USSC is not a party to or obligated by any obligation pursuant to any tax

sharing, tax allocation, tax indemnity or similar agreement or arrangement.

(k) USSC is not involved in, subject to, or a party to any joint venture,

partnership, Contract or other arrangement that is treated as a partnership

for federal, state, local or foreign Income Tax purposes.

(l) USSC was not included and is not includible in the Tax Return of any

Relevant Group with any corporation other than such a return of which USSC is

the common parent corporation.

(m) USSC has not made any payment, is not obligated to make any payment, nor

is a party to any Contract, agreement or arrangement covering any current or

former employee or consultant of USSC that pursuant to certain circumstances

<PAGE> 14

could require USSC to make or result in any payment that is not deductible as

a result of the provisions set forth in Section 280G of the Code or the

treasury regulations thereunder or would result in an excise tax to the

recipient of any such payment pursuant to Section 4999 of the Code.

(n) There currently is no limitation on the utilization of the net operating

losses, built-in losses, capital losses, Tax credits or other similar items of

USSC pursuant to (i) Section 382 of the Code, (ii) Section 383 of the Code,

(iii) Section 384 of the Code and (iv) Section 1502 of the Code and Treasury

regulations promulgated thereunder.

(o) Each material election with respect to income Taxes affecting USSC is set

forth in Section 2.11(o) of the USSC Disclosure Schedule.

(p) USSC is not nor has it ever been a United States real property holding

corporation within the meaning of Section 897(c)(1)(A)(ii) of the Code.

(q) None of the assets of USSC constitutes tax-exempt bond financed property

or tax-exempt use property, within the meaning of Section 168 of the Code.

USSC is not a party to any "safe harbor lease" that is subject to the

provisions of Section 168(f)(8) of the Code as in effect before the Tax Reform

Act of 1986 or to any "long-term contract" within the meaning of Section 460

of the Code.

(r) USSC has substantial authority for the treatment of, or has disclosed (in

accordance with Section 6662(d)(2)B)(ii) of the Code) on its federal income

Tax Returns, all items specified on USSC's relevant federal income Tax Returns

that could result in a substantial understatement of federal income Tax within

the meaning of Section 6662(d) of the Code.

2.12 Legal Proceedings

(a) Except as set forth in Section 2.12(a) of the USSC Disclosure Schedule:

(i) there are no Actions or Proceedings pending or, to the knowledge of USSC,

threatened against, relating to or affecting USSC or any of its Assets and

Properties;

(ii) there are no facts or circumstances known to USSC that could reasonably

be expected to result in any Action or Proceeding against, relating to or

affecting USSC or any of its Assets and Properties;

(iii) USSC has not received notice and otherwise does not have knowledge of

any Order outstanding against USSC; and

(iv) USSC has not received notice and does not otherwise have knowledge of any

defect, dangerous or substandard condition in the products or materials sold,

distributed, or currently proposed to be sold or distributed, by USSC that

could cause bodily injury, sickness, disease, death or damage to property, or

result in loss of use of property, or any claim, litigation, demand for

arbitration or notice seeking damages for bodily injury, sickness, disease,

death, damage to property or loss of use of property.

(b) Before the execution of this Agreement, USSC has delivered to IMNT all

responses of counsel for USSC to auditor's requests for information for the

preceding three (3) years (together with all updates provided by such counsel

(if any)) regarding Actions or Proceedings pending or threatened against,

relating to or affecting USSC. Section 2.12(b) of the USSC Disclosure Schedule

sets forth all Actions or Proceedings relating to or affecting, or, to the

knowledge of USSC, threatened against, USSC or any of its Assets and

Properties during the three (3) year period before the date hereof.

2.13 Compliance with Laws and Orders

Neither USSC nor any of its directors, officers, Affiliates, agents or

employees has violated in any material respect since the incorporation of

USSC, or currently is in default or violation in any material respect pursuant

to, any Law or Order applicable to USSC or any of its Assets and Properties,

and USSC is not aware of any claim of violation, or of any actual violation,

of any of such Laws and Orders by USSC since the incorporation of USSC.

2.14 Employee Benefit Plans and Employee Matters

(a) Section 2.14(a) of the USSC Disclosure Schedule sets forth:

(i) the name, current annual compensation amount (including bonus and

commissions), title, current salary or wage amount, accrued bonus, accrued

sick leave, accrued severance pay and accrued vacation benefits for each

present officer, director, employee, independent contractor or consultant of

USSC ;

(ii) organizational charts of USSC ;

<PAGE> 15

(iii) each collective bargaining, union or other employee association

agreement to which USSC is party or pursuant to which USSC could have any

Liability;

(iv) each employee confidentiality and every other agreement protecting

proprietary processes, formulae or information;

(v) each consulting, independent contractor, employment, managerial, advisory,

change in control, retention, incentive, bonus, severance, relocation,

expatriation, repatriation, visa and work permit agreement, arrangement and

understanding, whether written or oral, between USSC and (i) any current

employee, officer or director of, or any independent contractor or advisor to,

USSC and (ii) any former employee, officer or director of, or any independent

contractor or advisor to, USSC, pursuant to which USSC could have any

Liability (collectively, the "Employment Agreements");

(vi) all reports and plans prepared or adopted pursuant to the Equal

Employment Opportunity Act of 1972, as amended; and

(vii) each Plan.

USSC has no plan or commitment to establish any new Plan or Employment

Agreement, to modify any Plan or Employment Agreement (except to the extent

required by law or to conform any such Plan or Employment Agreement to the

requirements of applicable law, in each case as previously disclosed to IMNT

in writing, or as required by this Agreement) or to adopt or enter into any

Plan or Employment Agreement.

(b) For each Plan, except as set forth in Section 2.14(b) of the USSC

Disclosure Schedule, each of the following is true:

(i) if such Plan is an employee pension benefit plan (as such term is defined

in ERISA Section 3(2)) intended to qualify pursuant to the Code, such Plan has

received at least one favorable determination, opinion, notification or

advisory letter as to its qualification pursuant to the Code (or such a letter

has been or will be applied for before expiration of the applicable remedial

amendment period) from the IRS, and nothing has occurred, whether by action or

failure to act, that would cause the loss of such qualification or that would

result in material costs to USSC pursuant to the IRS's Employee Plans

Compliance Resolution System;

(ii) the financial statements of USSC specify all employee liabilities arising

pursuant to such Plan in a manner satisfying the applicable requirements of

Statement of Financial Accounting Standards Nos. 87, 88, 106, 112, 123 and

132, each as applicable;

(iii) none of USSC, the members of the Controlled Group or any other party

has, with respect to any Plan, engaged in a non-exempt prohibited transaction,

as such term is defined in Code Section 4975 or ERISA Section 406;

(iv) no event has occurred and no condition exists that could subject USSC or

IMNT to any Tax pursuant to Chapter 43 of the Code or to a fine pursuant to

Section 502(c) of ERISA;

(v) all contributions, insurance premiums or other payments required as of the

Effective Time have been paid;

(vi) there are no leased employees (as such term is defined in Section 414(n)

of the Code) who must be considered for the requirements of Section 414(n)(3)

of the Code;

(vii) there are no audits, inquiries or proceedings pending or, to the

knowledge of USSC, threatened by the IRS, DOL or other governmental agency

with respect to any Plan; and

(viii) each Plan (including any plan relating to any former officer, director,

employee, independent contractor or consultant of USSC ) can be amended,

terminated or otherwise discontinued after the Effective Time in accordance

with its terms, without liability to USSC or IMNT (other than ordinary

administrative expenses).

correct:

(i) there are no actions, litigation matters or claims (other than routine

claims for benefits in the ordinary course) pending, or to the knowledge of

USSC, threatened or reasonably anticipated, and to the knowledge of USSC,

there are no facts that could result in any such action, litigation matters or

claim (other than routine claims for benefits in the ordinary course);

(ii) the requirements of ERISA, the Code and all other applicable laws,

orders, rules and regulations have been complied with in all material

respects;

<PAGE> 16

(iii) all forms, documents and other materials have been filed with the SEC or

otherwise distributed as required by the Securities Act or the Exchange Act or

any regulation or rule promulgated thereunder;

(iv) the execution and delivery of this Agreement by USSC and the consummation

of the transactions contemplated hereby, either alone or upon the occurrence

of any additional or subsequent event, will not constitute an event pursuant

to any Plan, Employment Agreement, trust or loan that will or may result in

any payment (whether severance pay, a bonus or otherwise), acceleration,

forgiveness of indebtedness, vesting, distribution, increase in benefits or

obligation to fund benefits with respect to any employee, director or officer

of, or consultant or advisor, to USSC, except as expressly required by this

Agreement. No payment or benefit that will or may be made by USSC or any

member of its Controlled Group with respect to any such employee, director,

officer, consultant or advisor will be characterized as a "parachute payment"

within the meaning of Section 280G(b)(2) of the Code.

(d) Neither USSC nor any other member of the Controlled Group sponsors or

maintains (or has ever sponsored or maintained) an "employee pension benefit

plan" (within the meaning of Section 3(2) of ERISA) that is subject to Title

IV of ERISA or to the minimum funding requirements of Section 412 of the Code

or Part 3 of Title I of ERISA.

(e) Neither USSC nor any other member of the Controlled Group contributes or

is obligated to contribute (or ever has been obligated to contribute) to a

"multiemployer plan" (within the meaning of Section 4001(a)(3) of ERISA).

(i) No Plan is intended to be an employee stock ownership plan (within the

meaning of Section 4975(e)(7) of the Code) or a tax credit employee stock

ownership plan (within the meaning of Section 409(a) of the Code).

(f) No Plan provides, specifies or represents any liability to provide retiree

life insurance, retiree health or other retiree employee welfare benefits to

any Person for any reason, except as may be required by COBRA or any other

applicable statute, and USSC never has represented, promised or contracted

(whether in oral or written form) to any current or former employee, officer

or director of, or any advisor or consultant to, USSC, either individually or

as a group, or to any other Person that such employee, officer or director of,

or any advisor or consultant to, USSC would be provided with retiree health,

life or other welfare benefit, except to the extent required by applicable

law.

2.15 Real Property

USSC does not own any real property.

2.16 Tangible Personal Property

USSC is in possession of and has good and marketable title to, or has valid

leasehold interests in or valid rights pursuant to Contract to use, all

tangible personal property used in the conduct of its business, including all

tangible personal property specified on USSC Financials and tangible personal

property acquired since the Audited Financial Statement Date, other than

property disposed of since such date in the ordinary course of business

consistent with past practice. Except as disclosed in Section 2.16 of the USSC

Disclosure Schedule, all such tangible personal property (including plant,

property and equipment) is free and clear of all Liens and is adequate and

suitable in all material respects for the conduct by USSC of its business as

currently conducted and is in good working order and condition in all material

respects, ordinary wear and tear excepted, and its use complies in all

material respects with all applicable Laws.

2.17 Intellectual Property

(a) Section 2.17(a) of the USSC Disclosure Schedule lists all of the USSC

Registered Intellectual Property (including all trademarks and service marks

that USSC has used with the intent of creating or benefiting from any common

law right relating to such marks) and lists all proceedings or actions pending

as of the date hereof before any court or tribunal (including the PTO or

equivalent authority anywhere in the world) related to any of the USSC

Registered Intellectual Property.

(b) USSC has all requisite right, title and interest in or valid and

enforceable rights pursuant to Contracts or Licenses to use all USSC

Intellectual Property necessary to the conduct of its business as currently

conducted.

(i) Except as set forth in Section 2.17(b)(i) of the USSC Disclosure Schedule,

each item of USSC Intellectual Property, including all USSC Registered

<PAGE> 17

Intellectual Property listed in Section 2.17(a) of the USSC Disclosure

Schedule, is owned exclusively by USSC (excluding Intellectual Property

licensed to USSC under any License disclosed pursuant to Section 2.17(f) of

the USSC Disclosure Schedule) and is free and clear of all Liens. Without

limiting the generality of the foregoing, USSC owns exclusively all

trademarks, service marks and trade names used by USSC in connection with the

operation or conduct of the business of USSC as currently conducted or as

currently contemplated to be conducted, including the sale of all products or

technology or the provision of any service by USSC; provided, however, that

USSC may use trademarks, service marks and trade names of third parties that

are licensed to USSC, as disclosed in Section 2.17(f) of the USSC Disclosure

Schedule, or that are in the public domain.

(ii) Without limiting the generality of the foregoing, USSC owns exclusively,

and has good title to, each copyrighted work that is a USSC product and each

other work of authorship that USSC otherwise purports to own or is used by

USSC in connection with the operation or conduct of the business of USSC as

currently conducted or provision of services by USSC, other than works

disclosed in Section 2.17(f) of the USSC Disclosure Schedule.

created by any Person other than USSC, USSC has a written agreement with such

Person with respect thereto, and USSC either (i) has obtained ownership of,

and is the exclusive owner of, all such Intellectual Property by operation of

law or by valid assignment of such rights or (ii) has obtained a License

pursuant to or to such Intellectual Property as disclosed in Section 2.17(f)

of the USSC Disclosure Schedule.

(d) Except pursuant to agreements described in Section 2.17(d) of the USSC

Disclosure Schedule, USSC has not transferred ownership of any Intellectual

Property that is or was USSC Intellectual Property to any other Person.

(e) Except as set forth in Section 2.17(e) of the USSC Disclosure Schedule,

the USSC Intellectual Property constitutes all the Intellectual Property used

in and/or necessary to the conduct of USSC' s business as it currently is

conducted and as is currently contemplated to be conducted, including the

design, development, distribution, marketing, manufacture, use, import,

license and sale of the products, technology and services of USSC (including

products, technology or services currently under development).

(f) Section 2.17(f)(i) of the USSC Disclosure Schedule lists all Contracts to

which USSC is a party that grant licenses to Intellectual Property, other than

Licenses for off-the-shelf, shrink-wrap software or "open source" code that is

commercially available on reasonable terms to any Person for a license fee of

no more than $5,000.00. Except as set forth in Section 2.17(f)(ii) of the

USSC Disclosure Schedule, USSC is not in breach of, nor has it failed to

perform pursuant to, any of the foregoing Contracts and Licenses, and, to

USSC' s knowledge, no other party to such Contracts and Licenses is in

material breach of or has failed materially to perform thereunder.

(g) Section 2.17(g)(i) of the USSC Disclosure Schedule lists all Contracts,

Licenses and agreements between USSC and any other Person, other than Licenses

for off-the-shelf, shrink-wrap software or "open source" code that is

commercially available on reasonable terms to any Person for a license fee of

no more than $5,000.00, wherein or whereby USSC has agreed to, or assumed, any

obligation or duty to warrant, indemnify, reimburse, hold harmless, guaranty

or otherwise assume or incur any obligation or Liability or provide a right of

rescission with respect to the infringement or misappropriation by USSC or

such other Person of the Intellectual Property of any Person other than USSC.

Except as set forth in Section 2.17(g)(ii) of the USSC Disclosure Schedule,

USSC is not in breach of, nor has it failed to perform pursuant to, any of the

foregoing Contracts, Licenses and agreements, and, to USSC's knowledge, no

other party to such Contracts, Licenses and agreements is in breach of or has

failed to perform thereunder.

(h) Except as set forth in Section 2.17(h) of the USSC Disclosure Schedule,

the operation of the business of USSC as currently conducted, including USSC's

design, development, use, import, manufacture and sale of the products,

technology or services (including products, technology or services currently

under development) of USSC, does not (A) infringe or misappropriate the

Intellectual Property of any Person, (B) violate any term or provision of any

License or Contract concerning such Intellectual Property (including any

provision required by or imposed pursuant to 35 U.S.C. Sections 200 through

<PAGE> 18

212, inclusive, in any License or Contract to which USSC is a party requiring

that products be manufactured substantially in the United States

("Made-in-America Requirements")), (C) violate the rights of any Person

(including rights to privacy or publicity), or (D) constitute unfair

competition or an unfair trade practice pursuant to any Law; and USSC has not

received notice from any Person claiming that such operation or any act,

product, technology or service (including products, technology or services

currently under development) of USSC infringes or misappropriates the

Intellectual Property of any Person or constitutes unfair competition or trade

practices pursuant to any Law, including notice of third-party patent or other

Intellectual Property rights from a potential licensor of such rights, nor is

USSC aware of any basis for any such claim.

(i) Each item of USSC Registered Intellectual Property is valid and

subsisting, and all necessary registration, maintenance, renewal fees, annuity

fees and taxes in connection with such Registered Intellectual Property have

been paid, and all necessary documents and certificates in connection with

such USSC Registered Intellectual Property have been filed with the relevant

patent, copyright, trademark or other authorities in the United States or

foreign jurisdictions where USSC has filed documents for such purpose, as the

case may be, for the purposes of maintaining such Registered Intellectual

Property. Section 2.17(i)(i) of the USSC Disclosure Schedule lists all actions

that must be taken by USSC within 180 days from the date hereof, including the

payment of any registration, maintenance or renewal fee, annuity fee and tax

or the filing of any document, application or certificate for the purposes of

maintaining, perfecting or preserving or renewing any USSC Registered

Intellectual Property. In each event in which USSC has acquired ownership of

any Intellectual Property right from any Person, USSC has obtained a valid and

enforceable assignment sufficient to transfer irrevocably all rights in such

Intellectual Property (including the right to seek past and future damages

with respect to such Intellectual Property) to USSC and, to the maximum extent

provided for by and required to protect USSC' s ownership rights in and to

such Intellectual Property in accordance with applicable Laws, USSC has

recorded each such assignment of Registered Intellectual Property with the

relevant Governmental or Regulatory Authority, including the PTO, the U.S.

where USSC has filed documents for such purpose, as the case may be. To USSC's

knowledge, there are no facts or circumstances that would render any USSC

Registered Intellectual Property invalid or unenforceable other than as set

forth in Section 2.17(i)(ii) of the USSC Disclosure Schedule. Without limiting

the foregoing, to USSC' s knowledge, no information, materials, facts or

circumstances exist, including any information or fact that would constitute

prior art, that would render any of the USSC Registered Intellectual Property

invalid or unenforceable, or would affect adversely any pending application

for any USSC Registered Intellectual Property. USSC has not misrepresented, or

failed to disclose, and is not aware of any misrepresentation or failure to

disclose, any fact or circumstance in any application for any USSC Registered

Intellectual Property that would constitute fraud or a material

misrepresentation with respect to such application or that otherwise would

affect the validity or enforceability of any USSC Registered Intellectual

Property.

(j) Except as set forth in Section 2.17(j) of the USSC Disclosure Schedule,

there are no Contracts or Licenses among USSC and any other Person with

respect to USSC Intellectual Property pursuant to which there is any dispute

(or, to USSC's knowledge, facts that may reasonably result in a dispute) known

to USSC, including any dispute or facts that may reasonably result in a

dispute regarding the nature of the Intellectual Property Rights granted in

such Contract or License, or performance pursuant to such Contract or License,

including with respect to any payment to be made or received by USSC

thereunder.

(k) No Person is infringing or misappropriating any USSC Intellectual Property

owned by USSC.

(l) Neither this Agreement nor any transaction contemplated by this Agreement

will result in IMNT's or the Surviving Corporation's granting any right or

license with respect to the Intellectual Property of IMNT or the Surviving

Corporation to any Person pursuant to any Contract to which USSC is a party or

by which any of USSC's Assets and Properties is obligated. Neither this

<PAGE> 19

Agreement nor any transaction contemplated by this Agreement will result in

the loss of any ownership or License right of USSC, before the Closing Date,

or the Surviving Corporation, from and after the Closing Date, in any of the

USSC Intellectual Property or require or obligate IMNT or the Surviving

Corporation (i) to grant to any third party any right or license with respect

to any USSC Intellectual Property; or (ii) to pay any royalty or other amount.

Neither this Agreement nor any transaction contemplated by this Agreement will

give to any third party the right to terminate, in whole or in part, any

Contract or License to which USSC is a party with respect to any Intellectual

Property, except for the Contracts or Licenses set forth in Section 2.17(l) of

the USSC Disclosure Schedule.

(m) Section 2.17(m) of the USSC Disclosure Schedule sets forth a list of (i)

all software that USSC has licensed from any third party that is used by USSC

in its products, in providing services or otherwise in its business (other

than off-the-shelf, shrink-wrap software that is commercially available on

reasonable terms to any Person for a license fee of no more than $5,000.00 and

(ii) a list of all "freeware," "shareware" and "open source" code incorporated

into any product now or heretofore shipped by USSC. USSC has all rights

necessary to the use of such software, "freeware," "shareware" and "open

source" code.

(n) USSC has taken all necessary and appropriate action to protect and

preserve its exclusive ownership of USSC Intellectual Property. USSC has

secured valid written assignments from all consultants and employees who

contributed to the creation or development of USSC Intellectual Property. In

the event that a consultant is or was concurrently employed by USSC and a

third party, USSC has taken additional action to ensure that any USSC

Intellectual Property developed by such consultant does not belong to such

third party or conflict with such third party's employment agreement.

2.18 Contracts

(a) Section 2.18(a) of the USSC Disclosure Schedule (with paragraph references

corresponding to those set forth below) contains a true and complete list of

each of the following Contracts or other arrangements (true and complete

copies of which or, if none, reasonably complete and accurate written

descriptions thereof, together with all amendments and supplements thereto and

all waivers of any of the terms thereof, have been provided to or made

available to IMNT before the execution of this Agreement), to which USSC is a

party or by which any of USSC's Assets and Properties is obligated:

(i) (A) all Contracts to which USSC is a party (excluding Plans) providing for

a commitment of employment or consultant services for a specified or

unspecified term, the name, capacity and amount of compensation of each Person

party to such a Contract and the expiration date of each such Contract; and

(B) all written or unwritten representations, commitments, promises,

communications or courses of conduct involving an obligation of USSC to make

payments (with or without notice, passage of time or both) to any Person in

connection with, or as a consequence of, the transactions contemplated by this

Agreement or to any employee whose identity is disclosed in Section Error!

Reference source not found.(i) of the USSC Disclosure Schedule, other than

with respect to salary or incentive compensation payments in the ordinary

course of business consistent with past practice;

(ii) all Contracts to which USSC is a party with any Person containing any

provision or covenant prohibiting or limiting the ability of USSC to engage in

any business activity or compete with any Person or prohibiting or limiting

the ability of any Person to compete with USSC or prohibiting or limiting

disclosure of confidential or proprietary information;

(iii) all partnership, joint venture, stockholders' or other similar Contracts

to which USSC is a party with any Person;

(iv) all Contracts to which USSC is a party relating to Indebtedness in an

amount of $10,000.00 or more of USSC ;

(v) any trust indenture, mortgage, promissory note, loan agreement or other

Contract for the borrowing of money, any currency exchange, commodities or

other hedging arrangement or any leasing transaction of the type required to

be capitalized in accordance with GAAP;

(vi) all Contracts to which USSC is a party entered into outside the ordinary

course of business (A) with independent contractors, distributors, dealers,

manufacturers' representatives, sales agencies or franchisees; (B) with

<PAGE> 20

aggregators, manufacturers and equipment vendors; and (C) with respect to the

sale of services, products or both, to customers;

(vii) all guaranties of any Indebtedness made by USSC or other obligations of

USSC to any Person, including, without limitation, any agreement of guarantie,

support, indemnification, assumption or endorsement of, or any similar

commitment with respect to, the obligations, Liabilities or Indebtedness of

any other Person;

(viii) all Contracts to which USSC is a party relating to (A) the future

disposition or acquisition of any of USSC's Assets and Properties with an

aggregate value of $10,000.00 or more and (B) any Business Combination;

(ix) all Contracts between or among USSC, on the one hand, and any current or

former officer, director, stockholder, Affiliate or Associate of USSC or any

Associate of any such officer, director, stockholder or Affiliate, on the

other hand, other than Contracts disclosed pursuant to Section 2.20(a)(i);

(x) all collective bargaining or similar labor contracts to which USSC is a

party;

(xi) all Contracts to which USSC is a party that (A) limit or contain

restrictions on the ability of USSC to declare or pay dividends on, to make

any other distribution in respect of, or to issue or purchase, redeem or

otherwise acquire, its capital stock, to incur Indebtedness, to incur or

permit to exist any Lien, to purchase or sell any of the Assets and

Properties, to change the lines of business in which it participates or

engages; (B) require USSC to maintain specified financial ratios or amounts of

net worth or other indicia of financial condition; or (C) require USSC to

maintain insurance in certain amounts or with certain coverages;

(xii) any Contract to which USSC is a party that expires or may be renewed at

the option of any Person other than USSC, so as to expire more than one year

after the date of this Agreement;

(xiii) any Contract to which USSC is a party that is not terminable by USSC

upon 30 days (or less) notice by USSC without penalty or obligation to make

payments because of such termination and that (i) requires payments by USSC in

excess of $10,000.00 (either alone or pursuant to a series of related

contracts) or (ii) requires USSC (or the Surviving Corporation) to provide

services to any Person after the Closing;

(xiv) all powers of attorney and comparable delegations of authority; and

(xv) all other Contracts not otherwise required to be disclosed above in

Section 2.18(a) of the USSC Disclosure Schedule that are material to the

Business or Condition of USSC.

(b) Each Contract required to be disclosed in Section 2.18(a) of the USSC

Disclosure Schedule is in full force and effect and constitutes a legal, valid

and obligating agreement, enforceable in accordance with its terms, and, to

the knowledge of USSC, each other party thereto; and, except as disclosed in

Section 2.18(b) of the USSC Disclosure Schedule, to the knowledge of USSC, no