AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (the "AGREEMENT") is dated as of

October 1, 2007, by and among TRIMEDIA ENTERTAINMENT GROUP, INC., a Delaware

corporation ("PARENT"), TRIMEDIA ACQUISITION CORP., a Delaware corporation and

wholly owned subsidiary of Parent ("MERGER SUBSIDIARY") and VGB MEDIA, INC., a

Delaware corporation (the "COMPANY"). Merger Subsidiary and the Company are

hereinafter sometimes collectively referred to as the "CONSTITUENT CORPORATIONS"

and the Constituent Corporations and the Parent are collectively referred to as

the "PARTIES."

WHEREAS, Parent has through its subsidiaries operated a multimedia

entertainment business;

WHEREAS, Parent has entered into a Restructuring Agreement (the

"RESTRUCTURING AGREEMENT"), a copy of which is attached as Exhibit A hereto,

pursuant to which (i) certain creditors of Parent have agreed to convert their

indebtedness into equity of Parent, (ii) all the assets of Parent have been

contributed to a newly formed Delaware corporation ("NEWCO") in which (A) Parent

will have a 19% economic interest owned through a class of non-voting common

stock with an option to acquire additional interests and (B) the aforesaid

creditors will initially have a 81% economic and the full voting interest

represented by a class of voting common stock and a $4,800,000 preference

represented by a newly designated series of preferred stock and (iii) all

liabilities of Parent prior to the closing date or arising from the continuing

business will be assumed by Newco;

WHEREAS, the Company is a recently formed Delaware corporation and has

entered into arrangements to commence an entertainment business;

WHEREAS, the respective Boards of Directors of Parent, Merger

Subsidiary and the Company have determined that it is advisable and in the best

interests of the respective corporations and their shareholders that Merger

Subsidiary be merged with and into the Company in accordance with the Delaware

General Corporation Law (the "GCL") and the terms of this Agreement pursuant to

which the Company will be the surviving corporation and will be a wholly owned

subsidiary of Parent (the "MERGER");

WHEREAS, for federal income tax purposes, it is intended that the

Merger will qualify as a reorganization within the meaning of Section

368(a)(1)(A) and (a)(2)(E) of the Internal Revenue Code of 1986, as amended (the

"CODE"); and

WHEREAS, Parent, Merger Subsidiary and the Company desire to make

certain representations, warranties, covenants, and agreements in connection

with, and establish various conditions precedent to, the Merger.

NOW, THEREFORE, in consideration of the representations, warranties,

covenants and agreements set forth in this Agreement, the parties hereto hereby

agree as follows:

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ARTICLE I. THE MERGER

1.1. THE MERGER. At the Effective Time (as defined in Section 1.3

hereof), subject to the terms and conditions of this Agreement, Merger

Subsidiary shall be merged with and into the Company in accordance with the

provisions of the GCL whereupon the separate corporate existence of Merger

Subsidiary shall cease, and the Company shall continue as the surviving

corporation, and in its capacity as the corporation surviving the Merger, is

hereinafter sometimes referred to as the "SURVIVING CORPORATION."

1.2. EFFECT OF MERGER. From and after the Effective Time, the Surviving

Corporation shall succeed to and possess all the properties, rights, privileges,

immunities, powers, franchises and purposes, and be subject to all the duties,

liabilities, debts, obligations, restrictions and disabilities, of the

Constituent Corporations, all without further act or deed, all as more fully

described in the GCL.

1.3. EFFECTIVE TIME. The consummation of the Merger shall be effected

as promptly as practicable, but in no event more than three business days, after

the satisfaction or waiver of all conditions set forth in Article VI of this

Agreement, and the Company and Merger Subsidiary will file, or cause to be

filed, with the Secretary of State of the State of Delaware, a certificate of

Merger in the form required by, and executed in accordance with, the applicable

provisions of the GCL (the "CERTIFICATE OF MERGER"). The Merger shall become

effective immediately upon the filing of such Certificate of Merger with the

Secretary of State of the State of Delaware. The date and time on which the

Merger shall become effective is referred to herein as the "EFFECTIVE TIME."

1.4. DIRECTORS AND OFFICERS. From and after the Effective Time, the

directors of the Surviving Corporation shall be the persons who were the

directors of Company immediately prior to the Effective Time and the officers of

the Surviving Corporation shall be the persons who were the officers of Company

immediately prior to the Effective Time. Said directors and officers of the

Surviving Corporation shall hold office for the term specified in, and subject

to the provisions contained in, the Certificate of Incorporation and Bylaws of

the Surviving Corporation and applicable law.

1.5. CERTIFICATE OF INCORPORATION; BYLAWS. From and after the Effective

Time and until further amended in accordance with applicable law, the

Certificate of Incorporation of the Company as in effect immediately prior to

the Effective Time shall be the Certificate of Incorporation of the Surviving

Corporation. From and after the Effective Time and until further amended in

accordance with law, the Bylaws of the Company as in effect immediately prior to

the Effective Time shall be the Bylaws of the Surviving Corporation.

1.6. TAKING OF NECESSARY ACTION; FURTHER ACTION. Parent, Merger

Subsidiary and the Company, respectively, shall each use its best efforts to

take all such action as may be necessary or appropriate to effectuate the Merger

under the GCL at the time specified in Section 1.3. If, at any time after the

Effective Time, any further action is necessary or desirable to carry out the

purposes of this Agreement and to vest the Surviving Corporation with full

right, title and possession to all properties, rights, privileges, immunities,

powers and franchises of either of the Constituent Corporations, the officers of

the Surviving Corporation are fully authorized in the name of each Constituent

Corporation or otherwise to take, and shall take, all such lawful and necessary

action.

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1.7. THE CLOSING. Unless this Agreement has been terminated and the

transactions contemplated herein have been abandoned pursuant to Article VII

hereof, the closing of the Merger (the "CLOSING") will take place at a time and

on a date (the "CLOSING DATE") to be specified by the parties, which will be no

later than October 31, 2007 (the "TERMINATION DATE"); provided, however, that

all of the conditions provided for in Articles VI hereof shall have been

satisfied or waived by such date. The Closing will be held at the offices of

counsel to the Company, or such other place as the parties may agree, at which

time and place the documents and instruments necessary or appropriate to effect

the transactions contemplated herein will be exchanged by the parties. Except as

otherwise provided herein, all actions taken at the Closing will be deemed to

have been taken simultaneously.

ARTICLE II. CONVERSION OF SECURITIES

2.1. EFFECT ON CAPITAL STOCK. At the Effective Time, by virtue of the

Merger and without any action on the part of Parent, Merger Sub or Company or

their respective stockholders:

(a) Each share of common stock, $0.001 par value, of Merger

Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the

Effective Time shall be converted into one (1) fully paid and nonassessable

share of common stock, $0.001 par value, of the Surviving Corporation and all

shares of Merger Sub Common Stock shall be cancelled. The aforesaid newly issued

shares shall thereafter constitute all of the issued and outstanding shares of

the Company's Common Stock.

(b) Each share of Company's Common Stock issued and

outstanding immediately prior to the Effective Time shall be converted into a

total of 10,000 shares of Series A Convertible Preferred Stock of Parent

("Parent Series A Stock") and all shares of Company Common Stock shall be

cancelled. The Parent Series A Stock shall be convertible into an aggregate of

64,180,000 "restricted" shares of common stock of Parent (the "PARENT COMMON

STOCK") or 6,418 shares of Parent Common Stock for each share of Parent Series A

Stock. The aforesaid shares of Parent Series A Stock and Parent Common Stock

into which the shares of Parent Series A Stock are convertible shall sometimes

be referred to as the "Merger Consideration". Parent Series A Stock shall have

the designations, rights and preferences set forth in Exhibit "B" hereto. The

aforesaid number of shares of Parent Common Stock into which the shares of

Parent Series A Stock are convertible, represents an aggregate forty (40%)

percent ownership interest in Parent (i) after taking into account the pending

issuance of 46,000,000 shares of Parent Common Stock to certain creditors of

Parent in exchange for the cancellation of an aggregate of $460,000 of

indebtedness to these creditors, and (ii) the issuance of shares of Parent

Common Stock upon exercise of the issued and outstanding options and warrants

set forth under the column "Total Included" on the spreadsheet set forth at

Schedule 2.1(b) and (iii) the fulfillment of the assumptions set forth in such

schedule.

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(c) The shares of Parent Series A Stock shall be "restricted

securities" as defined in Rule 144 promulgated by the Securities and Exchange

Commission (the "SEC") under the Securities Act of 1933, as amended. Parent

shall assume no Company debt owed to the Company Shareholders except for

advances to the Company in connection with this transaction.

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to Parent and Merger

Subsidiary that, except as set forth in the Disclosure Schedule delivered by the

Company to Parent and Merger Subsidiary on the date hereof (the "DISCLOSURE

SCHEDULE"), which Disclosure Schedule made part hereof, which, among other

things sets forth the exceptions to the representations and warranties contained

in this Article III under captions referencing the Sections to which such

exceptions apply:

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3.1. INCORPORATION AND CORPORATE POWER. The Company is a corporation

duly incorporated, validly existing and in good standing under the laws of the

State of Delaware and, subject to approval of this Agreement by the Company's

shareholders, has the requisite corporate power and authority to execute and

deliver this Agreement and the Certificate of Merger and to perform its

obligations hereunder and thereunder. The Company has the corporate power and

authority and all authorizations, licenses, permits and certifications necessary

to own and operate its properties and to carry on its business as now conducted

and presently proposed to be conducted. The copies of the Company's Certificate

of Incorporation and Bylaws which have been furnished by the Company to Parent

prior to the date hereof reflect all amendments made thereto and are correct and

complete as of the date hereof.

3.2. EXECUTION, DELIVERY; VALID AND BINDING AGREEMENT. The execution,

delivery and performance of this Agreement and the Certificate of Merger by the

Company and the consummation of the transactions contemplated hereby and thereby

have been duly and validly authorized by all requisite corporate action, and no

other corporate proceedings on its part are necessary to authorize the

execution, delivery and performance of this Agreement and the Certificate of

Merger, other than the approval of this Agreement by the shareholders of the

Company. This Agreement has been duly executed and delivered by the Company and

constitutes the valid and binding obligation of the Company, enforceable in

accordance with its terms, and the Certificate of Merger, when executed and

delivered by the Company, will constitute the valid and binding obligation of

the Company, enforceable in accordance with its terms.

3.3. APPROVAL OF THE PLAN OF MERGER; MEETING OF SHAREHOLDERS. The

Company's Board of Directors has, by resolutions duly adopted by unanimous

written consent, approved this Agreement and the Certificate of Merger and the

transactions contemplated hereby and thereby, including the Merger, and resolved

to recommend approval of this Agreement by the Company's shareholders.

3.4. GOVERNMENTAL AUTHORITIES; CONSENTS. Except for the filing of the

Certificate of Merger with the Secretary of State of the State of Delaware, the

Company is not required to submit any notice, report or other filing with any

governmental authority in connection with the execution or delivery by it of

this Agreement or the Certificate of Merger or the consummation of the

transactions contemplated hereby or thereby. Except as set forth in the

Disclosure Schedule, no consent, approval or authorization of any governmental

or regulatory authority or any other party or person (except the approval of

this Agreement by the shareholders of the Company) is required to be obtained by

the Company in connection with its execution, delivery and performance of this

Agreement or the Certificate of Merger or the transactions contemplated hereby

or thereby.

3.5. SUBSIDIARIES. Except as otherwise set forth in the Disclosure

Schedule, the Company does not own any stock, partnership interest, joint

venture interest or any other security or ownership interest issued by any other

corporation, organization or entity. All issued and outstanding shares of

capital stock of any of the subsidiaries set forth in such Disclosure Schedule

are owned by the Company, either directly or through one or more other

subsidiaries, free and clear of all liens, charges, encumbrances, claims and

options of any nature. All of the outstanding shares of capital stock of such

subsidiaries have been duly and validly authorized and issued, and are fully

paid and nonassessable.

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3.6. CAPITAL STOCK. The authorized capital stock of the Company

consists of 3,000 shares of Common Stock of which, as of the date hereof, 100

shares are issued and outstanding. All of such outstanding shares of Company

Common Stock have been duly authorized and are validly issued, fully paid and

nonassessable. There are no Outstanding Stock Options to purchase shares of

Company Common Stock. The Company has no other equity securities or securities

containing any equity features authorized, issued or outstanding. There are no

agreements or other rights or arrangements existing which provide for the sale

or issuance of capital stock by the Company and there are no rights,

subscriptions, warrants, options, conversion rights or agreements of any kind

outstanding to purchase or otherwise acquire from the Company any shares of

capital stock or other securities of the Company of any kind. There are no

agreements or other obligations (contingent or otherwise) which may require the

Company to repurchase or otherwise acquire any shares of its capital stock.

3.7. FINANCIAL INFORMATION. The Company was recently formed, has not

engaged in any active business operations (other than to execute the agreement

referred to in Section 3.8 of the Company Disclosure Schedule) and has not

prepared any financial statements to date. Except for liabilities incurred in

connection with its organization and in connection with the transactions

contemplated hereby, the Company has no liabilities.

3.8. CONTRACTS AND COMMITMENTS. Except as set forth in Section 3.8 of

the Company Disclosure Schedule, the Company is not a party to any contract or

commitment.

3.9. LITIGATION. There is no legal, administrative, arbitration, or

other proceeding, suit, claim or action of any nature or investigation, review

or audit of any kind, or any judgment, decree, decision, injunction, writ or

order pending, noticed, scheduled, or, to the knowledge of the Company,

threatened or contemplated by or against or involving the Company, its assets,

properties or business or its directors, officers, agents or employees (but only

in their capacity as such), whether at law or in equity, before or by any person

or entity or any foreign, federal, state or local governmental

quasi-governmental, administrative, regulatory or judicial court, department,

commission, agency, board, bureau, instrumentality or other authority (referred

to herein as an "AUTHORITY"), which questions or challenges the validity of this

Agreement or any action taken or to be taken by the parties hereto pursuant to

this Agreement or in connection with the transactions contemplated herein.

3.10. BROKERAGE. No third party shall be entitled to receive any

brokerage fee or commissions, finder's fees, fees for investment banker,

financial advisory services or similar compensation in connection with the

transactions contemplated by this Agreement based on any arrangement or

agreement made by or on behalf of the Company.

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3.11. COMPLIANCE WITH LAWS. Except as set forth in the Disclosure

Schedule, the Company is and has been in compliance in all material respects

with all laws, rules, regulations, orders, judgments or decrees that are

applicable to it, the conduct of its business as presently conducted and as

proposed to be conducted, and the ownership of its property and assets related

to occupational safety, health, wage and hour, and employment discrimination)

and the Company is not aware of any state of facts, events, conditions or

occurrences which may now or hereafter constitute or result in a violation of

any of such laws, rules, regulations, orders, judgments or decrees or which may

give rise to the assertion of any such violation, except where such violation or

violations do not have a Material Adverse Effect. All required reports and

filings with governmental authorities have been properly made as and when

required, except where the failure to report or file would not, individually or

in the aggregate, have a Material Adverse Effect. As used in this Agreement,

"MATERIAL ADVERSE EFFECT" with respect to a party means a material adverse

change in or effect on the business, operations, financial condition, properties

or liabilities of that party; provided, however, that a Material Adverse Effect

will not be deemed to include (i) changes as a result of the announcement of

this transaction, (ii) events or conditions arising from changes in general

business or economic conditions or (iii) changes in generally accepted

accounting principles.

3.12. NO BREACH. The execution, delivery and performance of this

Agreement and the Certificate of Merger by the Company and the consummation by

the Company of the transactions contemplated hereby and thereby do not conflict

with or result in any breach of any of the provisions of, constitute a default

under, result in a violation of, result in the creation of a right of

termination or acceleration or any lien, security interest, charge or

encumbrance upon any assets of the Company, or require any authorization,

consent, approval, exemption or other action by or notice to any court or other

governmental body, under the provisions of the Certificate of Incorporation or

Bylaws of either the Company or any indenture, mortgage, lease, loan agreement

or other agreement or instrument by which either the Company is bound or

affected, or any law, statute, rule or regulation or order, judgment or decree

to which either The Company is subject.

3.13. FORM 14 F INFORMATION. The information contained in the

Information Statement pursuant to Section 14(f) of the Securities Exchange Act

of 1934, as amended (the "EXCHANGE ACT") and Rule 14f-1 thereunder and required

to be filed pursuant to Section 5.4 ("FORM 14 F") hereof at the time of filing

shall not, contain any untrue statement of a material fact or omit to state a

material fact required to be stated therein or necessary in order to make the

statements therein, in light of the circumstances under which they were made,

not misleading with respect to information relating to the Company or its

nominees.

3.14. DISCLOSURE. Neither this Agreement nor any of the Exhibits hereto

nor any of the documents delivered by or on behalf of the Company pursuant to

Article VI hereof nor the Disclosure Schedule, taken as a whole, contains any

untrue statement of a material fact regarding the Company or its business or any

of the other matters dealt with in this Article III relating to the Company or

the transactions contemplated by this Agreement. This Agreement, the Exhibits

hereto, the documents delivered to Parent and Merger Subsidiary by or on behalf

of the Company pursuant to Article VI hereof, the Disclosure Schedule, taken as

a whole, do not omit any material fact necessary to make the statements

contained herein or therein, in light of the circumstances in which they were

made, not misleading.

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ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY

Parent and Merger Subsidiary, jointly and severally, hereby represent

and warrant to the Company that, except as set forth in the Disclosure Schedule

delivered by Parent to Company on the date hereof ("PARENT DISCLOSURE SCHEDULE")

which Parent Disclosure Schedule made part hereof, which, among other things

sets forth exceptions to the representations and warranties contained in this

Article IV under the captions referencing the Sections to which such exception

applies:

4.1. INCORPORATION AND CORPORATE POWER. Except as set forth in Schedule

4.1 of the Parent Disclosure Schedule, each of Parent and Merger Subsidiary is a

corporation duly incorporated, validly existing and in good standing under the

laws of the State of Delaware, with the requisite corporate power and authority

to enter into this Agreement and the Certificate of Merger and perform its

obligations hereunder and thereunder. The copies of Parent's Certificate of

Incorporation and Bylaws which are attached to the SEC Filed Documents, as

hereinafter defined, reflect all amendments made thereto and are correct and

complete as of the date hereof.

4.2. EXECUTION, DELIVERY; VALID AND BINDING AGREEMENT. The execution,

delivery and performance of this Agreement, by Parent and Merger Subsidiary, and

the Certificate of Merger, by Merger Subsidiary, and the consummation of the

transactions contemplated hereby and thereby have been duly and validly

authorized by all requisite corporate action, and no other corporate proceedings

on its part are necessary to authorize the execution, delivery or performance of

this Agreement or the Certificate of Merger. This Agreement has been duly

executed and delivered by Parent and Merger Subsidiary and constitutes the valid

and binding obligation of Parent and Merger Subsidiary, enforceable in

accordance with its terms, and the Certificate of Merger, when executed and

delivered by Merger Subsidiary, will constitute the valid and binding obligation

of Merger Subsidiary, enforceable in accordance with its terms.

4.3. NO BREACH. The execution, delivery and performance of this

Agreement and the Certificate of Merger by Parent and Merger Subsidiary and the

consummation by Parent and Merger Subsidiary of the transactions contemplated

hereby and thereby do not conflict with or result in any breach of any of the

provisions of, constitute a default under, result in a violation of, result in

the creation of a right of termination or acceleration or any lien, security

interest, charge or encumbrance upon any assets of Parent or Merger Subsidiary,

or require any authorization, consent, approval, exemption or other action by or

notice to any court or other governmental body, under the provisions of the

Certificate of Incorporation or Bylaws of either Parent or Merger Subsidiary or

any indenture, mortgage, lease, loan agreement or other agreement or instrument

by which either Parent or Merger Subsidiary is bound or affected, or any law,

statute, rule or regulation or order, judgment or decree to which either Parent

or Merger Subsidiary is subject.

4.4. MERGER SUBSIDIARY. All of the outstanding capital stock of Merger

Subsidiary is owned by Parent free and clear of any lien, claim or encumbrance

or any agreement with respect thereto. Since the date of its incorporation,

Merger Subsidiary has not engaged in any activity of any nature except in

connection with or as contemplated by this Agreement and the Certificate of

Merger.

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4.5. APPROVAL OF THE PLAN OF MERGER; MEETING OF SHAREHOLDERS. The Board

of Directors of Parent and of Merger Subsidiary have, by resolutions duly

adopted by unanimous written consent, approved this Agreement and the

Certificate of Merger and the transactions contemplated hereby and thereby,

including the Merger. No approval of the shareholders of Parent is required

under the GCL or the constituent documents of Parent to consummate the Merger.

None of the resolutions described in this Section has been amended or otherwise

modified in any respect since the date of adoption thereof and all such

resolutions remain in full force and effect.

4.6. DISCLOSURE AND FILINGS.

(a) Except as indicated in Schedule 4.6 of the Parent

Disclosure Schedule), Parent has filed all reports, schedules, forms, statements

and other documents required to be filed by it with the SEC pursuant to the

reporting requirements of the Exchange Act (all of the foregoing, and all other

documents and registration statements heretofore filed by Parent with the SEC

being hereinafter referred to as the "SEC FILED DOCUMENTS"). None of the SEC

Filed Documents, at the time they were filed with the SEC (except those SEC

Filed Documents that were subsequently amended), contained any untrue statement

of a material fact or omitted to state a material fact required to be stated

therein or necessary in order to make the statements therein, in light of the

circumstances under which they were made, not misleading. As of their respective

dates, the consolidated financial statements of Parent included (or incorporated

by reference) in the SEC Filed Documents complied as to form in all material

respects with applicable accounting requirements and the published rules and

regulations of the SEC or other applicable rules and regulations with respect

thereto (except those SEC Filed Documents that were subsequently amended). Such

consolidated financial statements have been prepared in accordance with

generally accepted accounting principles applied on a consistent basis during

the periods involved (except (a) as may be otherwise indicated in such

consolidated financial statements or the notes thereto, or (b) in the case of

unaudited consolidated interim financial statements, to the extent they may

exclude footnotes or may be condensed or summary statements) and fairly present

in all material respects the financial position of the Company and its

Subsidiaries as of the dates thereof and the results of its operations and cash

flows for the periods then ended (subject, in the case of unaudited statements,

to normal year-end audit adjustments).

(b) Except as set forth in the SEC Filings, neither Parent nor

any Subsidiary has incurred any material liabilities of any kind, whether

accrued, absolute, contingent or otherwise or entered into any material

transactions except in the ordinary course of business. The other historical

financial and statistical information with respect to the Company included in

the SEC Filed Documents presents fairly in all material respects the information

shown therein on a basis consistent with the audited and unaudited financial

statements of the Company included in the SEC Filed Documents.

4.7. CAPITALIZATION. The authorized and outstanding capital stock of

Parent, including all options, warrants and other securities convertible into,

exercisable for, or exchangeable for, Parent Common Stock is as is set forth in

the Parent Disclosure Schedule or SEC Filed Documents. The Parent Disclosure

Schedule includes all securities or instruments of the Parent containing

anti-dilution or similar provisions that will be triggered by the Transactions

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hereunder or the Restructuring Agreement or any such securities arising as a

result of such transactions (exclusive of securities issued pursuant to these

agreements). The Parent has no other equity securities or securities containing

any equity features authorized, issued or outstanding. There are no agreements

or other rights or arrangements existing which provide for the sale or issuance

of capital stock by the Parent and, except as set forth in the aforesaid

schedule, there are no rights, subscriptions, warrants, options, conversion

rights or agreements of any kind outstanding to purchase or otherwise acquire

from the Parent any shares of capital stock or other securities of the Parent of

any kind. There are no agreements or other obligations (contingent or otherwise)

which may require the Company to repurchase or otherwise acquire any shares of

its capital stock

4.8. ABSENCE OF LIABILITIES. Except as set forth in the Parent

Disclosure Schedule and except for liabilities retained by Parent as set forth

in Schedule 4.8 or assumed and payable by a third Party pursuant to the

Restructuring Agreement at the Effective Time, neither Parent nor the Merger

Subsidiary shall have any liabilities whatsoever (whether accrued, absolute,

contingent, unliquidated or otherwise, whether due or to become due, whether

known or unknown, and regardless of when asserted), including any liability of a

subsidiary which may be asserted against the Parent, arising out of transactions

or events heretofore entered into, or any action or inaction, or any state of

facts existing, with respect to or based upon transactions or events heretofore

occurring .

4.9. GOVERNMENTAL AUTHORITIES; CONSENTS. Except for the filing of the

Certificate of Merger with the Secretary of State of the State of Delaware and a

Schedule 14f with the Securities and Exchange Commission, neither Parent or

Merger Subsidiary is required to submit any notice, report or other filing with

any governmental authority in connection with the execution or delivery by it of

this Agreement or the Certificate of Merger or the consummation of the

transactions contemplated hereby or thereby.