AGREEMENT AND PLAN OF MERGER

Exhibit 10.1(b)

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made this 24th day

of June, 2007 by and among GlobalTech AC, Inc., an Illinois corporation (the

"COMPANY"), the shareholders of the Company listed on the signature pages

attached hereto (each a "SELLER" and collectively, "SELLERS"), and Terra Firma

Technologies, Inc., a Delaware corporation (f/k/a Highriver Acquisition Corp., a

Delaware corporation) ("PURCHASER").

WHEREAS, Sellers are the record and beneficial owner of Six Million

(6,000,000) shares of common stock of the Company, no par value (the "SELLER

SHARES"), which constitute One Hundred Percent (100%) of the issued and

outstanding shares of capital stock of the Company, consisting of Six Million

(6,000,000) shares of common stock (the "SHARES");

WHEREAS, the respective Boards of Directors of Purchaser and the Company

have determined that it is advisable and in the best interests of their

respective companies and their shareholders to consummate the business

combination transaction provided for herein in which the Company will, subject

to the terms and conditions set forth herein, merge with and into Purchaser (the

"MERGER"); and

WHEREAS, Purchaser, the Company and the Seller desire to make certain

representations, warranties and covenants in connection with the Merger;

WHEREAS, the parties hereto intend for the Merger to qualify, for federal

income tax purposes, as a reorganization within the meaning of Section 368(a) of

the Internal Revenue Code of 1986, as amended (the "Code"); and.

WHEREAS, Sellers and Purchaser desire to set forth herein their agreement

relative to the matters set forth above in these Recitals.

NOW, THEREFORE, for and in consideration of the mutual promises and

agreements contained herein, and other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties hereto

agree as follows:

1. Recitals. The recitals contained herein are specifically remade,

restated and fully incorporated into the terms and conditions of this Agreement.

2. The Merger. Subject to the terms and conditions of this Agreement, in

accordance with the Delaware General Corporation Law ("DGCL") and the Illinois

Business Corporation Act of 1983 ("IBCA"), at the Effective Time (as hereinafter

defined), the Company shall merge with and into Purchaser. Purchaser shall

become the surviving corporation (hereinafter sometimes called the "SURVIVING

CORPORATION") in the Merger, and shall continue its corporate existence under

the laws of the State of Delaware. The name of the Surviving Corporation shall

be "Terra Firma Technologies, Inc.", a Delaware corporation. Upon consummation

of the Merger, the separate corporate existence of the Company shall terminate.

3. Plan of Merger. This Agreement shall constitute an agreement of merger

for purposes of the DGCL and the IBCA.

4. Effective Time. As promptly as practicable, but in no event later than

the third (3rd) business day after all of the conditions set forth in Section 14

shall have been satisfied or, if permissible, waived by the party entitled to

the benefit of the same, the Company and Purchaser shall duly execute and file

certificates/articles of merger (collectively, the "CERTIFICATES OF MERGER")

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with the Secretary of State of the State of Delaware (the "DELAWARE SECRETARY")

in accordance with the DGCL and with the Secretary of State of the State of

Illinois (the "ILLINOIS SECRETARY") in accordance with the IBCA. The Merger

shall become effective on the date (the "CLOSING DATE") and at the later of such

time (the "EFFECTIVE TIME") as the Certificates of Merger are filed with the

Delaware Secretary and the Illinois Secretary or at such later date and time as

is specified in such Certificates of Merger, but in no event shall the Closing

Date be later than July 20, 2007, unless agreed to by mutual written consent of

the undersigned. Subject to the terms and conditions of this Agreement, the

closing of the Merger (the "CLOSING") shall be held at the offices of Hennessy &

Roach, P.C., 140 South Dearborn Street, 7th Floor, Chicago, Illinois 60603 or

such other location as the parties may mutually agree upon.

5. Effect of the Merger. At the Effective Time, the effect of the Merger

shall be as provided herein and as set forth in Section 259 of the DGCL and

Section 11.50 of the IBCA. Without limiting the generality of the foregoing, and

subject thereto, at the Effective Time, (a) all the property, rights,

privileges, powers and franchises of the Company shall vest in the Surviving

Corporation, and (b) all debts, liabilities, obligations, restrictions,

disabilities and duties of Purchaser and the Company shall become the debts,

liabilities, obligations, restrictions, disabilities and duties of the Surviving

Corporation.

6. Conversion of Company Common Stock.

(a) At the Effective Time, the Seller Shares shall, by virtue of this

Agreement and without any action on the part of the holder thereof, be

converted into the right to receive and be exchangeable for 2,500,000

shares of Purchaser's common stock, $0.001 par value in the same

proportions that each Seller owns the Seller Shares (the "Merger

Consideration"). Each Seller Share converted into the right to receive

Merger Consideration pursuant to this Section 6 shall no longer be

outstanding and shall automatically be canceled and retired and shall cease

to exist, and each certificate (each a "Certificate," and collectively, the

"Certificates") previously representing any such Seller Shares shall

thereafter represent the right to receive Merger Consideration.

(b) If, between the date of this Agreement and the Effective Time, the

outstanding shares of Purchaser shall be changed into a different number of

shares by reason of any reclassification, recapitalization or exchange of

shares or if a stock split, combination, stock dividend, stock rights or

dividend thereon shall be declared with a record date within said period,

the number of Purchaser shares included in the Merger Consideration,

rounded to the nearest whole number.

7. Certificate of Incorporation. Unless otherwise agreed to by the parties

prior to the Effective Time, at and after the Effective Time, the Certificate of

Incorporation of Purchaser shall be the Certificate of Incorporation of the

Surviving Corporation, until thereafter amended as provided by law and such

Certificate of Incorporation.

8. Bylaws. Unless otherwise agreed to by the parties prior to the Effective

Time, at and after the Effective Time, the Bylaws of Purchaser shall be the

Bylaws of the Surviving Corporation, until thereafter amended as provided by

law, the Certificate of Incorporation of the Surviving Corporation and such

Bylaws.

9. Additional Actions. If, at any time after the Effective Time, the

Surviving Corporation shall consider or be advised that any further assignments

or assurances in law or any other acts are necessary or desirable (a) to vest,

perfect or confirm, of record or otherwise, in the Surviving Corporation, title

to and possession of any property or right of the Company acquired or to be

acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry

out the purposes of this Agreement, the Company and its proper officers and

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directors shall be deemed to have granted to the Surviving Corporation an

irrevocable power of attorney to execute and deliver all such proper deeds,

assignments and assurances in law and to do all acts necessary or proper to

vest, perfect or confirm title to and possession of such property or rights in

the Surviving Corporation and otherwise to carry out the purposes of this

Agreement; and the proper officers and directors of the Surviving Corporation

are fully authorized in the name of the Company or otherwise to take any and all

such action.

10. Accounting and Tax Treatment. The parties to this Agreement intend that

the Merger shall be treated as a reorganization under Section 368(a) of the

Code.

11. Exchange of Shares.

(a) At the Effective Time, upon surrender of all the Certificates

representing all issued and outstanding Seller Shares to Purchaser,

Purchaser shall deliver to each Seller such Seller's pro rata portion of

the Merger Consideration.

(b) After the date of this Agreement, there shall be no transfers on

the stock transfer books of the Company of the Seller Shares which were

issued and outstanding immediately prior to the date hereof.

12. Closing Deliveries.

(a) At Closing, Sellers shall deliver to Purchaser:

(i) a Certificate of Good Standing for the Company issued by the

Illinois Secretary of State not more than 30 days prior to Closing;

(ii) a certified copy of resolutions adopted by the shareholders and

board of directors of the Company authorizing the execution and delivery of

this Agreement and the transactions contemplated hereby;

(iii)assignment of any agreements of the Company relating to the

business of the Company and any consents required for such assignments;

(iv) certificates representing the Seller Shares, which shall be duly

endorsed in blank, or accompanies by stock powers duly endorsed in blank,

in proper form for transfer;

(v) a shareholder agreement between the Company and all of its

shareholders executed by each Seller in the form attached hereto as Exhibit

A;

(vi) all schedules referred to in this Agreement; and

(vii)such other documents as may be reasonably necessary to carry out

the transactions contemplated by this Agreement.

(b) At Closing, Purchaser shall deliver to Sellers:

(i) the Merger Consideration;

(ii) a Certificate of Good Standing for Purchaser issued by the

Delaware and Illinois Secretaries of State not more than 30 days prior to

Closing;

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(iii) a certified copy of resolutions adopted by the shareholders and

board of directors of Purchaser authorizing the execution and delivery of

this Agreement and the transactions contemplated herein;

(iv) a share repurchase agreement in substantially the form attached

hereto as EXHIBIT B wherein after Purchaser obtains necessary financing it

will at the election of the Sellers repurchase from Sellers Five Hundred

Thousand (500,000) shares of Purchaser common stock, $0.001 par value, for

cash at One Dollar ($1.00) per share; and within twelve (12) months

thereafter Purchaser will at the election of the Sellers repurchase from

Sellers Seven Hundred Fifty Thousand (750,000) shares of Purchaser common

stock, $0.001 par value, for cash at One Dollar ($1.00) per share;

(v) an employment agreement in substantially the form attached hereto

as EXHIBIT C for continued employment with the Purchaser for each member of

the Company's management team so designated by the Company prior to the

Closing; and

(vi) such other documents as may be reasonably necessary to carry out

the transactions contemplated by this Agreement.

13. Representations and Warranties.

(a) The Company and Sellers hereby represent and warrant to Purchaser,

respectively, as follows:

(i) Organization. The Company is a corporation duly formed and validly

existing under the laws of the State of Illinois and has the power and

authority to carry on its business as now conducted, to execute this

Agreement and the instruments referred to in this Agreement that it is

executing and delivering, and to carry out the transactions contemplated

hereby and thereby.

(ii) Enforceability. The execution and delivery by the Company of this

Agreement and the instruments referred to in this Agreement have been duly

authorized by the board of directors and Sellers and constitute legal,

valid, binding and enforceable agreements and instruments of the Company.

(iii) No Violation. Neither the execution, delivery, nor performance

of this Agreement or any instrument executed and delivered by or on behalf

of the Company in connection herewith, nor the consummation of the

transactions herein or therein contemplated, nor compliance with the terms

and provisions hereof or thereof, contravenes the Articles of Incorporation

or By-Laws of the Company or any provisions of law, statute, rule,

regulation or judgment, decree, franchise, order or permit applicable to

the Company, or conflicts or is inconsistent with or will result in any

breach of or to the Company's Knowledge constitute a default under any

contract, commitment, agreement, understanding, arrangement or instrument,

or result in the creation of or imposition of (or the obligation to create

or impose) any lien, encumbrance or liability on any of the property or

assets of the Company. "Company's Knowledge" shall mean the actual

knowledge of the Sellers after reasonable investigation.

(iv) Compliance with Laws. To the Company's Knowledge, the Company is

in compliance with all applicable laws, statutes, ordinances, rules,

regulations and orders of governmental authorities, and the Company has not

received notice asserting any violation thereof or non-compliance

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therewith. To the Company's Knowledge, the Company holds all the permits,

licenses, certificates, registrations, approvals or authorizations by or of

governmental authorities or third parties necessary or desirable for

operation of the Company's business, all of which are in full force and

effect.

(v) Litigation. There is no claim, demand, suit, action, arbitration

or other administrative proceeding or investigation pending or threatened

against the Company, or to which the Company is otherwise a party, or which

may cause a material adverse effect for the Company, before any court or

any governmental department, commission, board, agency or instrumentality;

nor to the Company's Knowledge is there any basis for any such claim,

demand, suit, action, proceeding or investigation. For purposes of this

sub-section, "material adverse effect" shall mean any liability, cost, or

potential financial exposure of at least $10,000, or any effect, which may

have a tendency to substantially disrupt or affect the ongoing business

operations of the Company or the Purchaser.

(vi) Disclosure. To Company's Knowledge, the representations and

warranties of the Company made in or pursuant to this Agreement do not omit

any material fact necessary in order to make the statements made herein, in

light of the circumstances under which they are made, not misleading. To

the Company's Knowledge, none of the information contained herein contains

any untrue statement of a material fact or omits a material fact necessary

to make the statements contained herein not misleading.

(vii) The Company. The authorized capital stock of the Company

consists of Six Million (6,000,000) shares of common stock, of which only

the Shares are issued and outstanding as of the date of this Agreement and

no shares are held in treasury. The Shares have been duly and validly

authorized and issued and are fully paid and nonassessable. No Shares are

subject to any preferences, qualifications, limitations, restrictions or

special or relative rights under the Company's articles of incorporation.

There are no options, warrants, agreements, contracts or other rights in

existence to purchase or acquire from the Company any shares of capital

stock of the Company, whether now or hereafter authorized or issued.

(viii) Title to the Shares. Sellers own, beneficially and of record,

the number of Shares set forth under Sellers' names on the signature page

to this Agreement, free and clear of all all options, pledges, security

interests, liens, mortgages, charges, claims, conditional sale agreements,

title exceptions or other encumbrances or restrictions of any kind

(collectively, "Encumbrances"), and have good and marketable title to such

Shares and full legal right, power and authority to transfer such Shares in

the manner contemplated by this Agreement.

(ix) No Undisclosed Liabilities. To the Company's Knowledge, the

Company has no liabilities, whether accrued, absolute, contingent or

otherwise, existing or arising out of any transaction or state of facts

existing on or prior to the date hereof, except (a) as and to the extent

arising under contracts, commitments, transaction or circumstances

identified in the Exhibits and Schedules provided for herein, excluding any

liabilities for Company breaches thereunder; and (b) liabilities, not

material in the aggregate and incurred in the Ordinary Course of Business,

which, under GAAP, would not be required to be reflected on a balance sheet

prepared as of the date hereof. For purposes of the preceding subsection

(b), any liabilities incurred in connection with litigation or judicial,

administrative or arbitration proceedings or claims against the Company

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shall not be deemed to be incurred in the Ordinary Course of Business. An

action taken in the "Ordinary Course of Business" shall mean an action

taken in the ordinary course of business of the Company, as applicable,

consistent with custom and practice (including with respect to quantity and

frequency) and where for such action to be taken, no separate authorization

by the Company's board of directors, as applicable, is required.

(x) Material Contracts. Schedule 13(a)(x) lists a complete and correct

list of all Material Contracts, which the Company shall deliver to the

Purchaser prior to the Closing. The Company shall make available to the

Purchaser all Material Contracts, and all copies of such Material Contracts

made available to the Purchaser shall be true and complete. "Material

Contracts" include every contract, commitment or arrangement, whether

written or oral with a value greater than $5,000 (and the Company shall

deliver to the Purchaser written descriptions of the terms and conditions

of all oral Material Contracts), of a material nature under which the

Company is obligated on the date hereof, including the following:

(A) all consulting arrangements, and contracts for professional,

advisory and other services, including contracts under which the Company

performs services for others;

(B) all leases of real estate and personal property;

(C) all contracts, commitments and agreements for the acquisition,

development or disposition of real or personal property other than

conditional sales contacts and security agreements whereunder total future

payments are, in each instance, less than $5,000.00;

(D) all contracts relating to the employment, engagement, compensation

or termination of directors, officers, employees, consultants or agents of

the Company, and all pension, retirement, profit sharing, stock option,

stock purchase, stock appreciation, insurance or similar plans or

arrangements for the benefit of any employees, officers or directors of the

Company;

(E) all loans, loan commitments, promissory notes, letters of credit

or other financial accommodations or arrangements or evidences of

indebtedness, including modifications, waivers or amendments thereof,

extended to or for the benefit of the Company;

(F) all loans, loan commitments, promissory notes, letters of credit

or other financial accommodations or arrangements or evidences of

indebtedness, including modifications, waivers or amendments thereof,

extended to or for the benefit of any single borrower or related group of

borrowers if the aggregate amount of all such loans, loan commitments,

promissory notes, letters of credit or other financial accommodations or

arrangements or evidences of indebtedness extended to such borrower or

related group of borrowers exceeds $50,000.00;

(G) all union and other labor contracts;

(H) any contract involving total future payments by the Company of

more than $5,000.00 or which requires performance by the Company beyond the

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second anniversary of the Closing Date, that by its terms does not

terminate or is not terminable by the Company without penalty within 30

days after the date of this Agreement;

(I) except for provisions of the Articles of Incorporation and By-Laws

of the Company, all contracts under which the Company as any obligation,

direct, indirect, contingent or otherwise, to assume or guarantee any

liability or to indemnify any person (other than in a fiduciary capacity);

(J) all joint venture or marketing agreements with any other person or

entity;

(K) all other Material Contracts, made other than in the Ordinary

Course of Business of the Company, to which the Company is a party or under

which the Company is obligated.

(xi) No Defaults. The Company has fulfilled and taken all action

reasonably necessary to date to enable it to fulfill, when due, all of its

material obligations under all Material Contracts to which it is a party.

There are no breaches or defaults by the Company under any Material

Contract that could give rise to a right of termination or claim for

material damages under such Material Contract, and to the Company's

Knowledge no events have occurred that, with the lapse of time or the

election of any other party, will become such a breach or default by the

Company. To the Company's Knowledge, no breach