AGREEMENT AND PLAN OF MERGER

Exhibit10

AGREEMENT AND PLAN OF MERGER

AMONG

TRUSTCASH HOLDINGS, INC.

TCHH ACQUISITION CORP.

AND

PAIVIS, CORP.

DATED AS OF DECEMBER 20, 2007

                 TABLE OF CONTENTS

ARTICLE I - THE MERGER

ARTICLE II - REPRESENTATIONS AND WARRANTIES OF PARENT

ARTICLE III - REPRESENTATIONS AND WARRANTIES OF TARGET

ARTICLE IV - CERTAIN COVENANTS AND AGREEMENTS

ARTICLE V - CONDITIONS PRECEDENT

ARTICLE VI - TERMINATION, AMENDMENT AND WAIVER

ARTICLE VII - CONFIDENTIALITY; NON-SOLICITATION; EXCLUSIVITY

ARTICLE VIII - INDEMNIFICATION

ARTICLE IX - MISCELLANEOUS

List of Schedules

PARENT Disclosure Schedule

SUB Disclosure Schedule

EXHIBITS

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER dated as of December 20, 2007 (the “Agreement”) by and among TRUSTCASH HOLDINGS, INC., a Delaware corporation (“ PARENT ”), TCHH ACQUISITION CORP., a Nevada corporation (“ SUB ”) and PAIVIS, CORP., a Nevada corporation (“ TARGET ”). PARENT, SUB and TARGET are each referred to herein individually as a “ Party ” and collectively as the “ Parties .”

PREAMBLE

WHEREAS , the respective Boards of Directors of each of PARENT, SUB and TARGET deem it advisable and in the best interests of each corporation and its respective shareholders, that SUB and TARGET combine in order to advance the long-term business strategies of PARENT and TARGET;

WHEREAS , the Board of Directors of TARGET has unanimously determined that the merger of SUB with and into TARGET (the “Merger”) and this Agreement are fair to, and in the best interests of, TARGET and the holders of all the common stock of TARGET, par value $0.0002 per share (the “TARGET Common Stock”);

WHEREAS , the Board of Directors of PARENT has unanimously determined that the Merger and this Agreement are fair to, and in the best interests of, PARENT and the holders of the common stock of Parent, par value $0.001 per share (the “PARENT Common Stock”);

WHEREAS , the respective Boards of Directors of each of PARENT, SUB and TARGET have approved this Agreement and the Merger on the terms and conditions contained in this Agreement and in so doing, have recommended approval of the Merger to the shareholders of the respective corporations;

WHEREAS , PARENT, as the sole stockholder of SUB, has approved this Agreement, the Merger and the transactions contemplated by this Agreement pursuant to action taken by unanimous written consent in accordance with the requirements of the Nevada Revised Statutes;

WHEREAS , for federal income tax purposes, it is intended by the parties hereto that the Merger shall qualify as a tax-free “reorganization” within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”).

NOW, THEREFORE , in consideration of the foregoing and the respective representations, warranties, covenants and agreements contained in this Agreement and intending to be legally bound hereby, the parties hereto agree as follows:

CERTAIN DEFINITIONS

“Applicable Law” means any domestic or foreign law, statute, regulation, rule, policy, guideline or ordinance applicable to the businesses of the Parties, the Merger and/or the Parties.

“Common Stock” means the common stock of PARENT, par value $0.001 per share.

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

“Dollar” and “$” means lawful money of the United States of America.

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

“GAAP” means generally accepted accounting principles in the United States of America as promulgated by the American Institute of Certified Public Accountants and the Financial Accounting Standards Board or any successor Institutes concerning the treatment of any accounting matter, and applied in a consistent manner.

“Knowledge” means the knowledge, which either is obtained after reasonable inquiry, or which would have been

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obtained if one made a reasonable inquiry.

“Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind in respect of such property or asset.

“Material Adverse Effect” with respect to any entity or group of entities means any event, change or effect that has or would have a materially adverse effect on the financial condition, business or results of operations of such entity or group of entities, taken as a whole.

“Parent” means Trustcash Holdings, Inc. , a Delaware corporation.

“Parent Disclosure Schedule” means the disclosure schedule delivered by Parent to Target concurrently with the execution and delivery of this Agreement, as the same may be amended or supplemented by Parent.

“Parent SEC Reports” means all filings required to be made by Parent with, or submitted by Parent to, the Commission under the Securities Act and the Exchange Act.

“Person” means any individual, corporation, partnership, limited liability company, trust or unincorporated organization or a government or any agency or political subdivision thereof.

“Preferred Share: means the Series B Preferred Stock of PARENT.

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

“Target SEC Reports” means all filings required to be made by Target with, or submitted by Target to, the Commission under the Securities Act and the Exchange Act.

“Tax” (and, with correlative meaning, “Taxes” and “Taxable”) means:

(i) any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll employment, excise, severance, stamp, occupation, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever together with any interest or any penalty, addition to tax or additional amount imposed by any governmental entity (a “Tax Authority”) responsible for the imposition of any such tax (domestic or foreign), and

(ii) any liability for the payment of any amounts of the type described in clause (i) above as a result of being a member of an affiliated, consolidated, combined or unitary group for any Taxable period, and

(iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) above as a result of any express or implied obligation to indemnify any other person.

“Tax Return” means any return, statement, report or form, including, without limitation, estimated Tax Returns and reports, withholding Tax Returns and reports and information reports and returns required to be filed with respect to Taxes.

ARTICLE I

THE MERGER

SECTION 1.01 THE MERGER

Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the statutes of the State of Nevada, at the Effective Time (as defined herein), SUB shall be merged with and into TARGET, the separate existence of SUB shall cease and TARGET shall continue as the surviving entity of the Merger (where appropriate, the “Surviving Entity”).

SECTION 1.02 CLOSING

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The closing of the Merger (the “Closing”) will take place at the offices of the PARENT AND SUB , at 400 Park Avenue Suite 1420 NY, NY 10022, on the day immediately following the satisfaction or waiver of the conditions precedent set forth in Article V or at such other date as SUB and TARGET shall agree; provided, however , that (a) the Parties shall use their best efforts to effect the Closing on or before January 31, 2008, or as soon thereafter as is practicable, and (b) the Closing may take place by facsimile or other means as may be mutually agreed upon in advance by the Parties. The date on which the Closing is held is referred to in this Agreement as the “ Closing Date .” Unless extended in writing by each of the PARENT and TARGET in the event the Closing shall not occur by February 28, 2008 (the “ Outside Closing Date ”) then either PARENT or TARGET may terminate this Agreement without any further liability to the other.

SECTION 1.03 EFFECTIVE TIME

On the Closing Date, the Parties shall cause the Merger to be effective by the filing of articles or a certificate of merger, and the Merger shall become effective immediately upon the acceptance of such filings, (the “ Merger Certificate ”) with the Secretary of State of the State of Nevada in substantially the form attached hereto as Exhibit A executed in accordance with the relevant provisions of the statutes of the Nevada Revised Statutes. The Merger shall become effective at the time such Merger Certificate is duly accepted for filing or at such other time as may be specified as the date and time of effectiveness in the Merger Certificate, (the “ Effective Time ”). The date on which the Effective Time occurs is referred to as the “ Effective Date .”

SECTION 1.04 EFFECT OF THE MERGER

At and after the Effective Time, the Merger shall be effective as provided in the applicable provisions of the Nevada Revised Statutes. The existence of TARGET, as the Surviving Entity, with all of its purposes and powers, shall continue unaffected and unimpaired by the Merger, and, as the Surviving Entity, it shall be governed by the laws of the State of Nevada and succeed to all rights, assets, liabilities and obligations of SUB in accordance with the Nevada Revised Statutes. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, all the property, rights, privileges, powers and franchises of SUB shall vest in the Surviving Entity, and all debts, liabilities and duties of SUB shall become the debts, liabilities and duties of the Surviving Entity. The separate existence and corporate organization of SUB shall cease at the Effective Time and thereafter SUB and TARGET shall be a single entity, to wit, the Surviving Entity.

SECTION 1.05 CERTIFICATE OF INCORPORATION AND BYLAWS; DIRECTORS AND OFFICERS

Pursuant to the Merger:

(i)          The Certificate of Incorporation and Bylaws of TARGET as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation and Bylaws of the Surviving Entity following the Merger, until thereafter changed or amended as provided therein or by applicable law.

(ii)          The officers and directors of the Parent following the Merger shall be those persons listed on Schedule 1.05(a) , until the earlier of their death, resignation or removal or until their respective successors are duly appointed and qualified.

SECTION 1.06 FURTHER ACTIONS

If at any time after the Effective Time, SUB and TARGET shall consider or be advised that any further assignment or assurances or any other things that are necessary or desirable to vest, perfect or confirm, of record or otherwise, in the Surviving Entity, the title to any property or right of SUB acquired or to be acquired by reason of or as a result of the Merger, then SUB and TARGET and their respective officers and directors in office shall use all reasonable efforts to execute and deliver, or cause to be executed and delivered, all such proper deeds, assignments and assurances and do all things reasonably necessary and proper to vest, perfect or confirm title to such property or rights in the Surviving Entity and otherwise carry out the purpose of this Agreement, and the officers of SUB and the Surviving Entity are fully authorized in the name of TARGET or otherwise to take any and all such action with the same effect as if such persons were officers of TARGET.

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SECTION 1.07 CONVERSION

CONVERSION OF THE COMMON STOCK OF TARGET .

SECTION 1.08 RESTRICTIONS ON RESALE

All series of the issuable Preferred Shares of the PARENT will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PARENT receives an opinion of counsel for PARENT that an exemption from the registration requirements of the Securities Act is available.

The certificates representing the number of Issuable Shares into which the TARGET Common Stock shall have been converted pursuant to this Agreement shall contain legends substantially as follows:

“THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

SECTION 1.09 EXCHANGE OF CERTIFICATES

(i)         EXCHANGE OF CERTIFICATES. After the Effective Time and pursuant to a customary letter of transmittal or other instructional form provided by the Exchange Agent (hereafter defined) to each of the Shareholders (as appropriate, the “Stockholders”) of the TARGET Common Stock, the Stockholders shall be required to surrender all the TARGET Common Stock to the stock transfer agent of the Parent (Signature Stock Transfer, Inc., 2301 Ohio Drive, Suite 100, Plano, Texas, 75093) upon such surrender to receive in exchange

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therefor certificates representing the number of Issuable Shares into which the TARGET Common Stock theretofore represented by the certificate or certificates so surrendered shall have been converted pursuant to this Agreement. Until so surrendered, each such outstanding certificate which, prior to the Effective Time, represented TARGET Common Stock shall be deemed for all corporate purpose, subject to the further provisions of this Article I to evidence the ownership of the number of whole Issuable Shares into which such TARGET Common Stock have been so converted. No dividend payable to holders of Issuable Shares of record as of any date subsequent to the Effective Time shall be paid to the Stockholders as the owner of any certificate which, prior to the Effective Time, represented TARGET Common Stock, until such certificate or certificates are surrendered as provided in this Article I or pursuant to letters of transmittal or other instructions with respect to lost certificates provided by the Exchange Agent.

(ii)        SUB shares of Common Stock. Each share of Common Stock of SUB issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock of the Surviving Corporation.

(iii)         FRACTIONAL SHARES. No certificate or scrip representing fractional Issuable Shares shall be issued upon the surrender of certificates representing TARGET Common Stock pursuant to this Agreement, and no dividend declaration by the Board of Directors of PARENT shall relate to any such fractional share. Fractional shares shall be rounded up to the nearest whole share.

(iv)         FULL SATISFACTION OF RIGHTS. All Issuable Shares into which the TARGET Common Stock shall have been converted pursuant to this Article 1 shall be deemed to have been issued in full satisfaction of all rights pertaining to the TARGET Common Stock.

(v)          CANCELLATION OF CERTIFICATES. All certificates representing TARGET Common Stock converted into Issuable Shares pursuant to this Article I shall be canceled upon delivery thereof to the Exchange Agent pursuant to this Agreement.

(vi)         CLOSING OF TRANSFER BOOKS. On the Effective Date, the stock transfer book of TARGET shall be deemed to be closed and no transfer of Private Shares shall thereafter be recorded thereon.

SECTION 1.10 REGISTRATION OF ISSUABLE SHARES

The Parent shall file a registration statement with the Securities and Exchange Commission (the “Commission”) to register the Issuable Shares within ninety (90) days after issuance of the Issuable Shares.

The Parent shall use best efforts to effect, as soon as practicable, such registration under the applicable Securities Act (the “Act”) (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Act) as would permit or facilitate the sale and distribution of all or such portion of the Series B Stock.

Although stated under this paragraph that the holders of Series B Stock have the right to have their Series B shares registered for resale with the Commission there can be no assurance given by the Parent on the time period it may take to approve the registration of such shares, or that the Commission will ultimately declare the proposed registration statement covering those shares to be effective.

SECTION 1.11 LISTING OF ISSUABLE SHARES FOR TRADING

The Parent will make application for the listing of the Series B Stock for trading on the exchange or quotation system that the Parent’s common stock is then listed on or other senior exchange or quotation system that the Parent plans to make application to list its common stock within ninety (90) days of the effectiveness of the registration of the Series B Stock.

Upon making application for listing the Parent will use best efforts to list the Series B Stock on the American Stock Exchange, or to cause the Series B Stock to be authorized for quotation on the NASDAQ Small Cap or National Market System, as soon as practicable (it being understood that the Parent will not be in violation of this provision if

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it is unable to obtain such listing or quotation primarily as a result of its failure to satisfy the quantitative listing requirements of the American Stock Exchange or NASDAQ Small Cap or National Market).

SECTION 1.12 FINANCING

The Parties agree that Closing is subject to the execution by Parent of an agreement for an equity or debt financing to the Parent of up to Ten Million Dollars ($10,000,000) but no less than Seven Million Dollars ($7,000,000) on terms agreeable to both Parent and Target for the purposes of completing the acquisition of Detroit Phone Cards Inc. (“DPC”), AAAA Media Services Ltd. (“A4”) by the Target and working capital for the Parent (“the Financing”).

The Closing is further subject to the Financing being advanced to the Parent.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SUB AND PARENT

Except as set forth in the PARENT SEC Reports or the PARENT Disclosure Schedule or the SUB Disclosure Schedule, disclosure in any one of which shall apply to any and all representations and warranties made in this Agreement, and except as otherwise disclosed in writing by PARENT and/or SUB to TARGET, PARENT and SUB hereby represent and warrant to TARGET, as of the date of this Agreement and as of the Effective Time, as follows:

SECTION 2.01 ORGANIZATION, STANDING AND POWER

SUB is a Nevada company and PARENT is a Nevada corporation. Both SUB and PARENT are duly incorporated, validly existing and in good standing under the laws of the State of Nevada, and have corporate power and authority to conduct their business as presently conducted by it and to enter into and perform this Agreement and to carry out the transactions contemplated by this Agreement. SUB and PARENT are duly qualified to do business as a foreign limited liability company and corporation, respectively, doing business in each state in which they own or lease real property and where the failure to be so qualified and in good standing would have a Material Adverse Effect on SUB and PARENT or their business. Except as disclosed on Schedule 2.01 hereto, neither SUB nor PARENT have any material ownership interest in any corporation, partnership (general or limited), limited liability company or other entity, whether foreign or domestic (collectively such ownership interests including capital stock).

SECTION 2.02 CAPITALIZATION

Subject to modification by the PARENT prior to the Closing for purposes of effectuating the terms of this Agreement, the authorized capital stock of PARENT consists of 350,000,000 shares of common stock, $0.001 par value per share, and 50,000,000 of preferred stock. As of the date of this Agreement, there were 77,549,138 shares of common stock issued and outstanding. Except as disclosed on Schedule 2.02(a) hereto, no shares have been reserved for issuance to any person, and there are no other outstanding rights, warrants, options or agreements for the purchase of capital stock from PARENT except as provided in this Agreement. Except as disclosed on Schedule 2.02(b) hereto, no Person is entitled to any rights with respect to the issuance or transfer of the Issuable Shares. The outstanding shares are validly issued, fully paid, non-assessable, and have been issued in compliance with all state and federal securities laws or other Applicable Law.

The authorized capital stock of SUB consists of 1,000 shares of common stock, $0.0001 par value per share, and no authorized shares of preferred stock. As of the date of this Agreement, there were 10 shares of common stock issued and outstanding. Except as disclosed on Schedule 2.02(b) hereto, no shares have been reserved for issuance to any person, and there are no other outstanding rights, warrants, options or agreements for the purchase of capital stock from SUB except as provided in this Agreement. Except as disclosed on Schedule 2.02(b) hereto, no Person is entitled to any rights with respect to the issuance or transfer of the Issuable Shares. The outstanding shares are validly issued, fully paid, non-assessable, and have been issued in compliance with all state and federal securities laws or other Applicable Law. As of the Effective Time, SUB shall not have filed a registration statement as to any of its shares.

SECTION 2.03 AUTHORITY FOR AGREEMENT

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The execution, delivery, and performance of this Agreement by SUB and PARENT have been duly authorized by all necessary corporate action, except for the approval of SUB's Stockholders (the “SUB Stockholders”), and this Agreement, upon its execution by the Parties, will constitute the valid and binding obligation of SUB and PARENT enforceable against it in accordance with and subject to its terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights, provided, that no such obligation shall arise or be binding unless the SUB Stockholders approve this Agreement. Except as set forth above or in Schedule 2.03 attached hereto, the execution and consummation of the transactions contemplated by this Agreement and compliance with its provisions by SUB and PARENT will not violate any provision of Applicable Law and will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, SUB's Certificate of Incorporation or Bylaws or PARENT’s Certificate of Incorporation or Bylaws, as the case may be and in each case as amended, or, in any material respect, any indenture, lease, loan agreement or other agreement or instrument to which SUB and PARENT are a party or by which they or any of their properties are bound, or any decree, judgment, order, statute, rule or regulation applicable to SUB and PARENT except to the extent that any breach or violation of any of the foregoing would not constitute or result in a Material Adverse Effect on SUB or PARENT taken as a whole.

SECTION 2.04 ISSUANCE OF PARENT COMMON STOCK

The Issuable Shares issuable to the Stockholders as the holders of the TARGET Common Stock will when issued pursuant to this Agreement be duly and validly authorized and issued, fully paid and non-assessable.

SECTION 2.05 STATUS OF PARENT AND SUB; FINANCIAL STATEMENTS

(i)        Currently the shares of common stock of PARENT are traded on the Electronic Bulletin Board in the over-the-counter market (“OTCBB”). Currently the shares of common stock of SUB are not traded.

SECTION 2.06 GOVERNMENTAL CONSENT

No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or other foreign governmental authority, instrumentality, agency or commission or any third party (other than the approval of the SUB Stockholders), including a party to any agreement with SUB or PARENT, is required by or with respect to SUB or PARENT in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable securities laws thereby, and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Nevada.

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SECTION 2.07 LITIGATION

Except as disclosed on Schedule 2.07 hereof, there is no action, suit, investigation, audit or proceeding pending against, or to the best knowledge of SUB and PARENT threatened against or affecting, SUB and PARENT or any of their assets or properties before any court or arbitrator or any governmental body, agency or official.

SECTION 2.08 INTERESTED PARTY TRANSACTIONS

SECTION 2.09 COMPLIANCE WITH APPLICABLE LAWS

To the Knowledge of SUB and PARENT, the business of SUB and PARENT has not been, and is not being, conducted in violation of any Applicable Law, except for possible violations which individually or in the aggregate have not had and are not reasonably likely to have a Material Adverse Effect. No investigation or review by any governmental entity with respect to SUB and PARENT is pending or, to the Knowledge of SUB and PARENT, threatened, nor has any governmental entity indicated an intention to conduct the same, except for investigations or reviews which individually or in the aggregate would not have, nor be reasonably likely to have, a Material Adverse Effect.

SECTION 2.10 NO UNDISCLOSED LIABILITIES

Except as set forth on Schedule 2.10 hereto, there are no liabilities, debts or other obligations of SUB and PARENT of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability or debt.

SECTION 2.11 TAX FREE REORGANIZATION

Neither SUB nor PARENT (i) has undertaken the obligation to investigate as to whether SUB or any entity affiliated therewith has taken or agreed to take any action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code; or (ii) made any representation or warranty as to the qualification of the Merger as a reorganization within the meaning of Section 368 of the Code. Based on the foregoing, to the knowledge of SUB and PARENT, nether SUB nor PARENT nor any entity affiliated therewith has taken or agreed to take any action or is aware of any fact or circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code.

SECTION 2.12 TAX RETURNS AND PAYMENT

SUB and PARENT have filed all material Tax Returns required by it and have paid all Taxes shown thereon to be due, except for Taxes being contested in good faith. There is no material claim for Taxes that is a lien against the property of SUB and PARENT other than liens for taxes not yet due and payable. Neither SUB nor PARENT have received notification of any audit of any Tax Return of SUB and PARENT being conducted or pending by a Tax Authority where an adverse determination could have a Material Adverse Effect, no extension or waiver of the statute of limitations on the assessment of any taxes has been granted by SUB and PARENT which is currently in effect, and SUB and PARENT are not a party to any agreement, contract or arrangement with any Tax Authority, which may result in the payment of any material amount. Neither SUB nor PARENT are a party to any tax-sharing or allocation agreement, nor does they owe any amount under any tax-sharing or allocation agreement. Neither SUB nor PARENT have been (nor does it have any liability for unpaid Taxes because it once was) a member of an “affiliated group” within the meaning of Code Section 1502.

SECTION 2.13 BOARD APPROVAL AND SHAREHOLDER APPROVAL .

The Board of Directors of SUB and PARENT have approved this Agreement and the transactions contemplated hereby and SUB will submit it to the sole Stockholder for its approval. To the extent that shareholder approval of PARENT, SUB and/or TARGET is required by state corporate law, such shareholders have approved

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this Agreement and the transactions contemplated hereby.

SECTION 2.14 FULL DISCLOSURE

The representations and warranties of SUB and PARENT contained in Article II of this Agreement or to be furnished in or in connection with documents mailed or delivered to the SUB Stockholders in connection with soliciting their consent to this Agreement, do not contain or will not contain, any untrue statement of a material fact, or omit to state a material fact required to be stated herein or therein or necessary to make the statements herein or therein, in the light of the circumstances under which they were made, not misleading.

SECTION 2.15 BROKERS’ AND FINDERS’ FEES

Neither SUB nor PARENT has incurred, nor will they incur, directly or indirectly, any liability for brokers’ or finders’ fees or agents’ commissions or investment bankers’ fees or any similar charges in connection with this Agreement or any transaction contemplated hereby.

SECTION 2.16 PARENT SEC REPORTS

Except as disclosed in the PARENT Schedules, PARENT has filed all forms, statements, reports and documents required to be filed or, if permissible, furnished by it with the Commission since such reports were required. The PARENT SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, 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 made therein, in the light of the circumstances under which they were made, not misleading. As of its filing date, each PARENT SEC Report complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be. There has not occurred any material adverse change, or any development constituting a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of PARENT since its latest report on Form 10-QSB. Neither the offer or sale of the PARENT Stock pursuant hereto nor the consummation of the transactions as contemplated by this Agreement give rise to any rights for or relating to the registration of shares of PARENT Common Stock or other securities of PARENT except as set forth on the PARENT Disclosure Schedule. PARENT is not required to prepare and deliver to its shareholders and file with the Commission any proxy, information statement or similar report in advance of the consummation of the transactions contemplated hereby, except for such reports as may need be filed in accordance with Form 8-K and Schedule 14F-1.

In the event that PARENT is not current in filing all PARENT SEC Reports when due, or in the event that PARENT is no longer eligible to have its securities quoted on the Electronic Bulletin Board maintained by the Nasdaq Stock Market, Inc. on the Closing Date, TARGET may elect to terminate this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF TARGET

Except as set forth in the TARGET SEC Reports or the TARGET Disclosure Schedule, disclosure in any one of which shall apply to any and all representations and warranties made in this Agreement, and except as otherwise disclosed in writing by TARGET to PARENT, TARGET hereby represents and warrants to PARENT, as of the date of this Agreement and as of the Effective Time, as follows:

SECTION 3.01 ORGANIZATION, STANDING AND POWER

(i)          TARGET is a Nevada corporation duly formed, validly existing and in good standing under the laws of the State of Nevada and has full corporate power and authority to conduct its business as presently conducted by it and to enter into and perform this Agreement and to carry out the transactions contemplated by this Agreement. TARGET is duly qualified to do business in each state or other jurisdiction it owns or leases real property and where the failure to be so qualified and in good standing would have a Material Adverse Effect. A schedule of TARGET’S subsidiaries is attached hereto as Schedule 3.04, which discloses TARGET’S interests in any corporation, partnership (general or limited), limited liability company or other entity, whether foreign or

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domestic (collectively such ownership interests including capital stock).

SECTION 3.02 CAPITALIZATION

The authorized capital stock of TARGET consists of 125,000,000 shares of common stock, $0.0002 par value per share, and 15,000,000 shares of preferred stock, $.0001 par value per share. As of the date of this Agreement, there were approximately 93,004,647 shares of common stock issued and outstanding, and there were 3,350,750 shares of preferred stock issued and outstanding. Except as disclosed on Schedule 3.02(a) hereto, no shares have been reserved for issuance to any person, and there are no other outstanding rights, warrants, options or agreements for the purchase of capital stock from TARGET except as provided in this Agreement. Except as disclosed on Schedule 3.02(b) hereto, no Person is entitled to any rights with respect to the issuance or transfer of the Issuable Shares. The outstanding shares are validly issued, fully paid, non-assessable, and have been issued in compliance with all state and federal securities laws or other Applicable Law.

SECTION 3.03 AUTHORITY FOR AGREEMENT

The execution, delivery and performance of this Agreement by TARGET has been duly authorized by all necessary corporate or company action, as the case may be, and this Agreement constitutes the valid and binding obligation of TARGET, enforceable against it in accordance with its terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution and consummation of the transactions contemplated by this Agreement and compliance with its provisions by TARGET will not violate any provision of Applicable Law and will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, its certificate of incorporation or bylaws, or, in any material respect, any indenture, lease, loan agreement or other agreement instrument to which TARGET is a party or by which it or any of its properties are bound, or any decree, judgment, order, statute, rule or regulation applicable to TARGET except to the extent that any breach or violation of any of the foregoing would not constitute or result in a Material Adverse Effect.

SECTION 3.04 SUBSIDIARIES

SECTION 3.05 STOCKHOLDERS

SECTION 3.06 GOVERNMENTAL CONSENT

No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or other foreign governmental authority, instrumentality, agency or commission or any third party, including a party to any agreement with TARGET, is required by or with respect to TARGET in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable securities laws thereby, and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Nevada.

SECTION 3.07 STATUS OF TARGET; FINANCIAL STATEMENTS

(iii)       TARGET has made available to PARENT copies of its audited financial statements as of December 31, 2003, 2004 and 2005 for the three fiscal years then ended (collectively, “ TARGET Financial Statements ”).

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(iv)       The TARGET Financial Statements (i) are consistent in all material respects with the books and records of TARGET; (ii) have been or will be prepared in accordance with GAAP consistently applied; (iii) reflect and provide adequate reserves and disclosures in respect of all liabilities of TARGET, including all contingent liabilities, as of the respective dates of the Financial Statements, and (iv) present fairly in all material respects the financial position of TARGET at such dates and the results of operations and cash flows of TARGET for the periods then ended.

(v)        Except as otherwise disclosed in the TARGET Disclosure Schedule or in the TARGET Financial Statements, TARGET does not have any liabilities or obligations that would be required to be set forth in TARGET Financial Statements in accordance with GAAP.

SECTION 3.08 LITIGATION

Except as otherwise disclosed in the TARGET Disclosure Schedule there is no action, suit, investigation, audit or proceeding pending against, or to the best knowledge of TARGET, threatened against or affecting, TARGET or any of its assets or properties before any court or arbitrator or any governmental body, agency or official.

SECTION 3.09 RESTRICTIONS ON BUSINESS ACTIVITIES

There is no agreement (non-compete or otherwise), commitment, judgment, injunction, order or decree to which TARGET is a party or otherwise binding upon TARGET which has or may have the effect of prohibiting or impairing any business practice of TARGET, any acquisition of property (tangible or intangible) by TARGET or the conduct of business by TARGET. Without limiting the foregoing, TARGET has not entered into any agreement under which TARGET is restricted from selling, licensing or otherwise distributing any of its technology or products to or providing services to, customers or potential customers or any class of customers, in any geographic area, during any period of time or in any segment of the market.

SECTION 3.10 INTERESTED PARTY TRANSACTIONS

SECTION 3.11 COMPLIANCE WITH APPLICABLE LAW