AGREEMENT AND PLAN OF MERGER

Exhibit 99.1

AGREEMENT AND PLAN OF MERGER

By and Among

DIGITAL IMAGING RESOURCES, INC,

BOOMERANG SUB, INC.

And

BOOMERANG SYSTEMS INC.

Dated as of December 5, 2007

TABLE OF CONTENTS

i

ii

AGREEMENT AND PLAN OF MERGER

          This Agreement and Plan of Merger (this “ Agreement ”), dated as of December 5, 2007, is by and among Digital Imaging Resources, Inc.., a Delaware corporation (“ Parent ”), Boomerang Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“ Merger Sub ”), and Boomerang Systems, Inc., a Utah corporation (the “ Company ”).

W I T N E S S E T H:

          WHEREAS, the respective Boards of Directors of each of Parent, Merger Sub and the Company, and Parent, as the sole stockholder of Merger Sub, have determined that it is in the best interests of each corporation and their respective stockholders for the Company to merge with and into Merger Sub upon the terms and subject to the conditions set forth in this Agreement (the “ Merger ”);

          WHEREAS, the parties intend that the Merger will qualify as a reorganization described in Section 368(a) of the Internal Revenue Code of 1986, as amended, and that this Agreement constitute a plan of reorganization; and

          WHEREAS, Parent, Merger Sub and the Company desire to make certain representations, warranties, covenants, and agreements in connection with the Merger.

          NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements herein contained, the parties hereby agree as follows:

ARTICLE 1 DEFINITIONS

           Section 1.1 Definitions. As used in this Agreement, capitalized terms shall have the meanings set forth in this Article 1.

          “ Acceptable Escrow Agreement ” means an agreement among Parent, an escrow agent and a broker or agent selected by the Parent pursuant to which the Escrow Account will be established for the initial deposit of the gross proceeds from the Parent Private Placement and which agreement shall provide, among other things, as follows with respect to the release of the funds from the Escrow Account:

3

          an “ Affiliate ” of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person.

          “ Agreement ” is defined in the first paragraph hereof.

          “Boomerang Parent” means Boomerang Systems Holdings, Inc., a Nevada corporation and the sole shareholder of the Company.

           “ Certificate of Merger ” is defined in Section 2.2.

          “ Certificates ” is defined in Section 3.2(a).

          “ Closing ” is defined in Section 2.7.

          “ Code ” means the Internal Revenue Code of 1986, as amended.

          “ Company ” is defined in the first paragraph hereof.

          “ Company Breach ” is defined in Section 8.1(c).

          “ Company Charter Documents ” means the Certificate of Incorporation and the Bylaws of the Company, each as amended through the date hereof.

           “ Company Financial Statements ” means the Company’s audited financial statements for the period from December 6, 2006 (Date of Inception) to September 30, 2007, including all financial statement footnotes included in such financial statements.

          “ Company Shares ” means the issued and outstanding shares of common stock, without par value per share, of the Company.

          “ Company Stockholder Approval ” is defined in Section 4.1(j)(iii).

          “ DGCL ” means the Delaware General Corporation Law.

          “ Effective Time ” is defined in Section 2.2.

          “ Escrow Account ” is defined in Section 7.1(b).

          “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

          “ Exchange Agent ” is defined in Section 3.2(a).

          “ Exchange Fund ” is defined in Section 3.2(a).

          “ GAAP ” means accounting principles generally accepted in the United States.

          “ Information Statement ” means the information statement referred to in Section 6.1

4

included in the Schedule 14C filed under Section 14C of the Exchange Act to be mailed to the stockholders of the Parent in connection with an amendment to the Parent Charter Documents (a) to effect the Reverse Split, and (b) to effect an increase in the number of shares of Parent Common Stock Parent is authorized to issue from 25,000,000 to 35,000,000.

          “ Intellectual Property ” means any patents, patent rights, trademarks, trademark rights, trade names, trade name rights, service marks, service mark rights, copyrights, technology, know-how, processes and other proprietary intellectual property rights and computer programs.

          “ IRS ” means the United States Internal Revenue Service.

          “ Knowledge ” with respect to (a) the Company means the knowledge of the officers of the Company, after reasonable inquiry and (b) Parent and Merger Sub means the knowledge of the officers of Parent, after reasonable inquiry.

          “ Material Adverse Effect ” or “ Material Adverse Change ” means, when used in connection with any Person, any event, circumstance, condition, development or occurrence causing, resulting in or having (or with the passage of time likely to cause, result in or have) a material adverse effect on the condition (financial or otherwise), business, properties, assets or results of operations of that Person and its Subsidiaries, taken as a whole.

          “ Merger ” is defined in the recitals hereof.

          “ Merger Consideration ” is defined in Section 3.1(b).

          “ Merger Sub ” is defined in the first paragraph hereof.

          “ Parent ” is defined in the first paragraph hereof.

          “ Parent Charter Documents ” means the Certificate of Incorporation and Bylaws of Parent, each as amended through the date hereof.

          “ Parent Charter Document Amendments ” means the amendments to Parents Charter Documents described in the Information Statement with the result that each fifteen outstanding shares of Parent Common Stock shall have been combined into one share of Parent Common Stock and the number of authorized shares of Parent Common Stock shall have been increased from 25,000,000 to 35,000,000.

          “ Parent Common Stock ” means the common stock, $0.001 par value per share, of Parent. Unless otherwise specified, all references in this Agreement to Parent Common Stock shall refer to shares of Parent Common Stock before effecting the Reverse Split.

          “ Parent Private Placement ” is defined in Section 7.1(b).

          “ Parent SEC Documents ” is defined in Section 4.2(f).

          “ Person ” means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization or other entity.

          “Reverse Splits” means the one-for-fifteen share combination of Parent Common Stock effected by completion of the Parent Charter Document Amendments.

5

          “ SEC ” means the United States Securities and Exchange Commission.

          “ Securities Act ” means the Securities Act of 1933, as amended.

          a “ Subsidiary ” of any Person means any corporation, partnership, association, joint venture, limited liability company or other entity in which such Person owns more than 50% of the stock or other equity interests, the holders of which are generally entitled to vote for the election of directors or other governing body of such other legal entity.

          “ Surviving Company ” is defined in Section 2.1.

          “ Tax ” or “ Taxes ” shall mean (a) all taxes of any kind, including, without limitation, those on or measured by or referred to as federal, state, local or foreign income, gross receipts, property, sales, use, ad valorem, franchise, profits, license, withholding, payroll, alternative or added minimum, employment, estimated, excise, transfer, severance, stamp, occupation, premium, value added, or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental entity, (b) any transferee or secondary liability in respect of any tax, and (c) any liability in respect of any tax as a result of being a member of any affiliated, consolidated, combined, unitary or similar group.

          “ Tax Return ” means any return, declaration, report, statement, other document or information required to be filed with any governmental entity with respect to Taxes and any claims for refunds of Taxes, including any amendments or supplements to any of the foregoing.

          “URBCA” means the Utah Revised Business Corporation Act.

ARTICLE 2 - THE MERGER

           Section 2.1 The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the URBCA, the Company shall be merged with and into Merger Sub at the Effective Time (as defined below). Following the Merger, the separate corporate existence of the Company shall cease and Merger Sub shall continue as the surviving corporation (the “ Surviving Company ”) and shall succeed to and assume all the rights and obligations of the Company in accordance with the DGCL.

           Section 2.2 Effective Time. At or as soon as practicable following the Closing, the parties shall file a certificate of merger or other appropriate documents with the Secretary of State of Delaware with respect to the Merger executed in accordance with the relevant provisions of the DGCL (the “ Certificate of Merger ”) and with the Department of Commerce, Division of Corporations and Commercial Code of the State of Utah with respect to the Merger executed in accordance with the URBCA. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of Delaware or at such other time as Parent, Merger Sub and the Company shall agree should be specified in the Certificate of Merger (the time the Merger becomes effective being referred to herein as the “ Effective Time ”).

           Section 2.3 Effects of The Merger. The Merger shall have the effects specified in the DGCL.

6

           Section 2.4 Certificate of Incorporation and Bylaws.

           Section 2.5 Officers. The officers of the Company at the Effective Time shall be the officers of the Surviving Company and shall hold office until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

           Section 2.6 Further Assurances. If at any time after the Effective Time, the Surviving Company shall consider or be advised that any deeds, bills of sale, assignments or assurances or any other acts or things are necessary, desirable or proper (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Company, its right, title or interest in, to or under any of the rights, privileges, powers, franchises, properties or assets of either of the constituent corporations to the Merger or (b) otherwise to carry out the purposes of this Agreement, the Surviving Company and its appropriate officers and directors or their designees shall be authorized to execute and deliver, in the name and on behalf of either of the constituent corporations to the Merger, all such deeds, bills of sale, assignments and assurances and do, in the name and on behalf of such constituent corporations, all such other acts and things necessary, desirable or proper to vest, perfect or confirm its right, title or interest in, to or under any of the rights, privileges, powers, franchises, properties or assets of such constituent corporation and otherwise to carry out the purposes of this Agreement.

           Section 2.7 Closing. The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Parent, 355 Madison Avenue, Morristown, New Jersey 07960, at 10:00 a.m., New York City time, no later than the first business day after the day on which the last of the conditions set forth in Article 7 shall have been fulfilled or waived (other than those conditions that by their terms cannot be satisfied until the Closing) or at such other time and place as Parent, Merger Sub and the Company shall agree.

ARTICLE 3

EFFECT OF THE MERGER ON THE CAPITAL STOCKOF THE CONSTITUENTCOMPANIES; EXCHANGE OF CERTIFICATES

           Section 3.1 Effect on Capital Stock. . As of the Effective Time, by virtue of the Merger and without any action on the part of the holders of any of the Company Shares, the following shall occur:

7

8

           Section 3.3 Dividends; Transfer Taxes. No dividends or other distributions that may be declared on or after the Effective Time on Parent Common Stock or are payable to the holders of record thereof on or after the Effective Time will be paid to Persons entitled by reason of the Merger to receive certificates representing Parent Common Stock until such Persons surrender their Certificates, as provided in Section 3.2. Subject to the effect of applicable law, there shall be paid to the record holder of the certificates representing such Parent Common Stock (a) at the time of such surrender or as promptly as practicable thereafter, the amount of any dividends or other distributions theretofore paid with respect to whole shares of such Parent Common Stock

9

and having a record date on or after the Effective Time and a payment date prior to such surrender and (b) at the appropriate payment date or as promptly as practicable thereafter, the amount of dividends or other distributions payable with respect to whole shares of Parent Common Stock and having a record date on or after the Effective Time but prior to surrender and a payment date subsequent to surrender. In no event shall the Person entitled to receive such dividends or other distributions be entitled to receive interest on such dividends or other distributions.

           S ection 3.4 No Fractional Shares. No certificates representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article 3, and no Parent dividend or other distribution or stock split or combination shall relate to any fractional security, and such fractional interests shall not entitle the owner thereof to vote or to any rights of a security holder of Parent.

           Section 3.5 Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued upon the surrender of Certificates for exchange in accordance with the terms hereof (including any cash paid pursuant to Sections 3.3) shall be deemed to have been issued in full satisfaction of all rights pertaining to the Company Shares, subject, however, to the Surviving Company’s obligation to pay any dividends or make any other distribution with a record date prior to the Effective Time which may have been declared or made by the Company on Company Shares in accordance with the terms of this Agreement.

           Section 3.6 Closing of the Company’s Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving Company, they shall be canceled and exchanged as provided in this Article 3.

           Section 3.7 Withholding Rights. Parent and Surviving Company shall be entitled to deduct and withhold from the consideration otherwise payable to any holder of the Company Shares pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code, or under any provision of Federal, state or local tax law. To the extent amounts are so withheld and paid over to the appropriate taxing authority by Parent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holders of Company Shares in respect of which such deduction and withholding was made by Parent.

           Section 3.8 Adjustments.

10

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

           Section 4.1 Representations and Warranties of The Company. The Company represents and warrants to Parent and Merger Sub as follows:

11