AGREEMENT AND PLAN OF MERGER

EXHIBIT 10.1

AGREEMENT AND PLAN OF MERGER

among

VYREX CORPORATION,

VYREX ACQUISITION CORPORATION

and

POWERVERDE, INC.

February 11, 2008

TABLE OF CONTENTS

		PAGE
1. The Merger			1
1.1 Merger			1
1.2 Effective Time			1
1.3 Certificate of Incorporation; By-laws; Directors and Officers; Parent Name Change			2
1.4 Assets and Liabilities			2
1.5 Manner and Basis of Converting Shares			2
1.6 Surrender and Exchange of Certificates			3
1.7 Parent Common Stock			3
2. Representations and Warranties of the Company			4
2.1 Organization, Standing, Subsidiaries, Etc.			4
2.2 Qualification			4
2.3 Capitalization of the Company			4
2.4 Company Stockholders			4
2.5 Corporate Acts and Proceedings			4
2.6 Compliance with Laws and Instruments			5
2.7 Binding Obligations			5
2.8 Broker’s and Finder’s Fees			5
2.9 Financial Statements			5
2.10 Absence of Undisclosed Liabilities			5
2.11 Changes			6
2.12 Tax Returns and Audits			6
2.13 Employee Benefit Plans; ERISA			7
2.14 Title to Property and Encumbrances			7
2.15 Litigation			7
2.16 Patents, Trademarks, Etc.			7
2.17 Interested Party Transactions			8
2.18 Questionable Payments			8
2.19 Obligations to or by Stockholders			8
2.20 Assets and Contracts			8
2.21 Employees			9
2.22 Disclosure			9
3. Representations and Warranties of Parent and Acquisition Corp.			9
3.1 Organization and Standing			9
3.2 Corporate Authority			10
3.3 Broker’s and Finder’s Fees			10
3.4 Capitalization of Parent			10
3.5 Acquisition Corp			11
3.6 Validity of Shares			11
3.7 SEC Reporting and Compliance			11
3.8 Financial Statements			12
3.9 Governmental Consents			12

		PAGE
3.10 Compliance with Laws and Instruments			12
3.11 No General Solicitation			12
3.12 Binding Obligations			13
3.13 Absence of Undisclosed Liabilities			13
3.14 Changes			13
3.15 Tax Returns and Audits			14
3.16 Employee Benefit Plans; ERISA			14
3.17 Litigation			15
3.18 Interested Party Transactions			15
3.19 Questionable Payments			15
3.20 Obligations to or by Stockholders			15
3.21 Assets and Contracts			15
3.22 Employees			16
3.23 Patents, Trademarks, Etc.			16
3.24 Disclosure			17
4. Investment Letter			17
5. Conduct of Businesses Pending the Merger			17
5.1 Conduct of Business by the Company Pending the Merger			17
5.2 Conduct of Business by Parent and Acquisition Corp. Pending the Merger			18
6. Additional Agreements			19
6.1 Access and Information			19
6.2 Additional Agreements			19
6.3 Publicity			20
6.4 Appointment of Officers and Directors			20
6.5 Stock Incentive Plan			20
6.6 Additional Parent Actions			20
6.7 Payment of Parent Liabilities			20
6.8 Indemnity Agreements			20
6.9 Post-Closing Audit and Filing Expenses			20
6.10 Parent Post-Closing Capitalization Table			21
7. Conditions of Parties’ Obligations			21
7.1 Company Obligations			21
7.2 Parent and Acquisition Corp. Obligations			22
8. Survival of Representations and Warranties			23
9. Amendment of Agreement			24
10. Definitions			24
11. Closing			28
12. Termination Prior to and After Closing			28
12.1 Termination of Agreement			28
12.2 Termination of Obligations			28
13. Miscellaneous			28
13.1 Notices			28

		PAGE
13.2 Entire Agreement			29
13.3 Expenses			29
13.4 Time			29
13.5 Severability			29
13.6 Successors and Assigns			29
13.7 No Third Parties Benefited			30
13.8 Counterparts; Signature by Facsimile			30
13.9 Governing Law			30
13.10 Venue; Submission to Jurisdiction			30

iii

LIST OF EXHIBITS AND SCHEDULES

Exhibits

A		Certificate of Merger
B		Directors and Officers of the Surviving Corporation
C		Parent Post Closing Capitalization Table

Company Disclosure Schedules

2.4		Company Stockholders
2.9		Financial Statements
2.11		Company Changes/Indebtedness
2.13		Schedule of Employee Benefit Plans
2.15		Litigation
2.16		Company Patents, Trademarks, Etc.
2.17		Company Interested Party Transactions
2.20		Company Assets and Contracts

Parent Disclosure Schedules

3.4		Capitalization of Parent
3.14		Parent Changes/Indebtedness
3.21		Parent Assets and Contracts
6.7		Parent Debt

iv

AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of February 11, 2008, by and among VYREX CORPORATION, a Delaware corporation (“Parent”), VYREX ACQUISITION CORPORATION, a Delaware corporation and wholly-owned subsidiary of Parent (“Acquisition Corp.”), and POWERVERDE, INC., a Delaware corporation (the “Company”).

     WHEREAS, the Board of Directors of each of Acquisition Corp., Parent and the Company have each determined that it is fair to and in the best interests of their respective corporations and shareholders for Acquisition Corp. to be merged with and into the Company (the “Merger”) upon the terms and subject to the conditions set forth herein;

     WHEREAS, the Board of Directors of Acquisition Corp. and the Board of Directors of the Company have approved the Merger in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), and upon the terms and subject to the conditions set forth herein and in the Certificate of Merger (the “Certificate of Merger”) attached as Exhibit “A” hereto; and the Board of Directors of Parent has also approved this Agreement and the Certificate of Merger; and

     WHEREAS, the requisite Stockholders (as such term is defined in Section 10 hereof) have approved, by written consent pursuant to Sections 228 and 251 of the DGCL, this Agreement and the Certificate of Merger and the transactions contemplated hereby and thereby, including without limitation, the Merger, and Parent, as the sole stockholder of Acquisition Corp., has approved this Agreement, the Certificate of Merger and the transactions contemplated and described hereby and thereby, including without limitation, the Merger.

     NOW, THEREFORE, in consideration of the mutual agreements and covenants hereinafter set forth, the parties hereto agree as follows:

      1.  The Merger .

          1.1 Merger . Subject to the terms and conditions of this Agreement and the Certificate of Merger, Acquisition Corp. shall be merged with and into the Company in accordance with Section 251 of the DGCL. At the Effective Time (as hereinafter defined), the separate legal existence of Acquisition Corp. shall cease, and the Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware under the name PowerVerde, Inc.

          1.2 Effective Time . The Merger shall become effective on the date and at the time the Certificate of Merger is filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The time at which the Merger shall become effective as aforesaid is referred to hereinafter as the “Effective Time.”

          1.3 Certificate of Incorporation; By-laws, Directors and Officers; Parent Name Change .

               (a) 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 until further amended in accordance with applicable law.

               (b) The By-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation of the Surviving Corporation and such By-laws.

               (c) The directors and officers listed in Exhibit “B” hereto shall be the directors and officers of the Surviving Corporation and the Parent, and each shall hold his respective office or offices from and after the Effective Time (except, in the case of directors, as described in Section 6.4) until his successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or By-laws of the Surviving Corporation.

               (d) As soon as practicable following the Effective Time, the Parent shall file a certificate of amendment to its certificate of incorporation changing its name to PowerVerde Solar Corporation.

          1.4 Assets and Liabilities . At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

          1.5 Manner and Basis of Converting Shares .

               (a) At the Effective Time:

          (i) each share of common stock, $.001 par value, of Acquisition Corp. that shall be outstanding immediately prior to the Effective

Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share of common stock, par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation;

          (ii) the shares of common stock, par value $.001 per share, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders listed in Schedule 2.4 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 shares of Parent Common Stock for each share of Company Common Stock; and

               (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

          1.6 Surrender and Exchange of Certificates . Promptly after the Effective Time and upon (i) surrender of a certificate or certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time or an affidavit and indemnification in form reasonably acceptable to counsel for the Parent stating that such Stockholder has lost its certificate or certificates or that such have been destroyed and (ii) delivery of a Representation Letter (as described in Section 4 hereof), Parent shall issue to each record holder of the Company Common Stock surrendering such certificate or certificates and Representation Letter, a certificate or certificates registered in the name of such Stockholder representing the number of shares of Parent Common Stock that such Stockholder shall be entitled to receive as set forth in Section 1.5(a)(ii) hereof. Until the certificate, certificates or affidavit is or are surrendered together with the Representation letter as contemplated by this Section 1.6 and Section 4 hereof, each certificate or affidavit that immediately prior to the Effective Time represented any outstanding shares of Company Common Stock shall be deemed at and after the Effective Time to represent only the right to receive upon surrender as aforesaid 1.2053301 shares of Parent Common Stock for each share of Company Stock previously held or to perfect any rights of appraisal which such holder may have pursuant to the applicable provisions of the DGCL.

          1.7 Parent Common Stock . Parent agrees that it will cause the Parent Common Stock into which the Company Common Stock is converted at the Effective Time pursuant to Section 1.5(a)(ii) to be available for such purpose. Parent further covenants that immediately prior to the Effective Time there will be no more than 1,294,144 shares of Parent Common Stock issued and outstanding, and, except as set forth in Schedule 3.4 , that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding.

      2. Representations and Warranties of the Company . The Company hereby represents and warrants to each of Parent and Acquisition Corp. as follows:

          2.1 Organization, Standing, Subsidiaries, Etc .

               (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of Delaware, and has all requisite power and authority (corporate and other) to carry on its business, to own or lease its properties and assets, to enter into this Agreement and the Certificate of Merger and to carry out the terms hereof and thereof. Copies of the Certificate of Incorporation and By-laws of the Company that have been delivered to Parent and Acquisition Corp. prior to the execution of this Agreement are true and complete and have not since been amended or repealed.

               (b) The Company has no subsidiaries or direct or indirect interest (by way of stock ownership or otherwise) in any firm, corporation, limited liability company, partnership, association or business.

          2.2 Qualification . The Company is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Company taken as a whole (the “Condition of the Company”).

          2.3 Capitalization of the Company . The authorized capital stock of the Company consists of 100,000,000 shares of Company Common Stock, and 20,000,000 shares of Company preferred stock, none of which have been issued, and the Company has no authority to issue any other capital stock. There are 20,400,000 shares of Company Common Stock issued and outstanding, and such shares are duly authorized, validly issued, fully paid and nonassessable. The Company has no outstanding warrants, stock options, rights or commitments to issue Company Common Stock or other Equity Securities of the Company, and there are no outstanding securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities of the Company.

          2.4 Company Stockholders . Schedule 2.4 hereto contains a true and complete table setting forth the names of the record owners of all of the outstanding shares of Company Common Stock and other Equity Securities of the Company, together with the number and percentage (on a fully-diluted basis) of securities held. To the knowledge of the Company, there is no voting trust, agreement or arrangement among any of the beneficial holders of Company Common Stock affecting the exercise of the voting rights of Company Common Stock.

          2.5 Corporate Acts and Proceedings . The execution, delivery and performance of this Agreement and the Certificate of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filing of the Certificate of Merger referred to in Section 1.2.

          2.6 Compliance with Laws and Instruments . To the knowledge of the Company, the business, products and operations of the Company have been and are being conducted in compliance in all material respects with all applicable laws, rules and regulations, except for such violations thereof for which the penalties, in the aggregate, would not have a material adverse effect on the Condition of the Company. The execution, delivery and performance by the Company of the Merger Documents and the consummation by the Company of the transactions contemplated by this Agreement: (a) will not require any authorization, consent or approval of, or filing or registration with, any court or governmental agency or instrumentality, except such as shall have been obtained prior to the Closing, (b) will not cause the Company to violate or contravene in any material respect (i) any provision of law, (ii) any rule or regulation of any agency or government, (iii) any order, judgment or decree of any court, or (iv) any provision of the Certificate of Incorporation or By-laws of the Company, (c) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other contract, agreement or instrument to which the Company is a party or by which the Company or any of its properties is bound or affected, except as would not have a material adverse effect on the Condition of the Company, and (d) will not result in the creation or imposition of any material Lien upon any property or asset of the Company.

          2.7 Binding Obligations . The Merger Documents constitute the legal, valid and binding obligations of the Company and are enforceable against the Company in accordance with their respective terms.

          2.8 Broker’s and Finder’s Fees . To the knowledge of the Company, no Person has, or as a result of the transactions contemplated herein will have any right or valid claim against the Company, Parent, Acquisition Corp. or any Stockholder for any commission, fee or other compensation as a finder or broker, or in any similar capacity.

          2.9 Financial Statements . Attached hereto as Schedule 2.9 are the Company’s audited Balance Sheet, Statement of Operations, Statement of Stockholders’ Equity and Statement of Cash Flows as of and for the period from inception (March 9, 2007) through September 30, 2007 (the “Balance Sheet Date”).  Such financial statements (i) are in accordance with the books and records of the Company, (ii) present fairly in all material respects the financial Condition of the Company as of the dates therein specified and the results of its operations and its cash flows for the periods therein specified and (iii) have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) applied on a basis consistent with prior accounting periods.

          2.10 Absence of Undisclosed Liabilities . The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in Schedule 2.11 hereto, (b) to the extent set forth on or reserved against in the Balance Sheet, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since September 30, 2007, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company and (d) by the specific terms of any written agreement, document or arrangement identified in the Schedules.

          2.11 Changes . Since September 30, 2007, except as disclosed in Schedule 2.11 hereto, the Company has not (a) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except for fees, expenses and liabilities incurred in connection with the Merger and related transactions and current liabilities incurred in the usual and ordinary course of business, (b) discharged or satisfied any Liens other than those securing, or paid any obligation or liability other than, current liabilities shown on the Balance Sheet and current liabilities incurred since September 30, 2007, in each case in the usual and ordinary course of business, (c) mortgaged, pledged or subjected to Lien any of its assets, tangible or intangible, other than in the usual and ordinary course of business, (d) sold, transferred or leased any of its assets, except in the usual and ordinary course of business, (e) cancelled or compromised any debt or claim, or waived or released any right, of material value, (f) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the Condition of the Company, (g) entered into any transaction other than in the usual and ordinary course of business, (h) encountered any labor union difficulties, (i) made or granted any wage or salary increase or made any increase in the amounts payable under any profit sharing, bonus, deferred compensation, severance pay, insurance, pension, retirement or other employee benefit plan, agreement or arrangement, other than in the ordinary course of business consistent with past practice, or entered into any employment agreement, (j) issued or sold any shares of capital stock, bonds, notes, debentures or other securities or granted any options (including employee stock options), warrants or other rights with respect thereto, (k) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding capital stock, (l) suffered or experienced any change in, or condition affecting, the financial Condition of the Company other than changes, events or conditions in the usual and ordinary course of its business, none of which (either by itself or in conjunction with all such other changes, events and conditions) could reasonably be expected to have a material adverse effect on the Condition of the Company, (m) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adopted, (n) made or permitted any amendment or termination of any material contract, agreement or license to which it is a party, (o) suffered any material loss not reflected in the Company Balance Sheet or its statement of income for the year ended on the Company Balance Sheet Date, (p) paid, or made any accrual or arrangement for payment of, bonuses or special compensation of any kind or any severance or termination pay to any present or former officer, director, employee, stockholder or consultant, (q) made or agreed to make any charitable contributions or incurred any non-business expenses in excess of $5,000 in the aggregate, or (r) entered into any agreement, or otherwise obligated itself, to do any of the foregoing.

          2.12 Tax Returns and Audits . All required federal, state and local Tax Returns of the Company have been accurately prepared in all material respects and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid to the extent that the same are material and have become due, except where the failure so to file or pay could not reasonably be expected to have a material adverse effect upon the Condition of the Company. The Company is not and has not been delinquent in the payment of any Tax.  The Company has not had a Tax deficiency assessed against it.  None of the Company’s federal income tax returns nor any state or local income or franchise tax returns has been audited by governmental authorities.  The reserves for Taxes reflected on the

Company’s Balance Sheet are sufficient for the payment of all unpaid Taxes payable by the Company with respect to the period ended on the Company’s Balance Sheet Date.  There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns.

          2.13 Employee Benefit Plans; ERISA . Schedule 2.13 lists any: (i) “employee benefit plans” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), maintained or contributed to by the Company and covering employees of the Company, including (x) any such plans that are “employee welfare benefit plans” as defined in Section 3(1) of ERISA and (y) any such plans that are “employee pension benefit plans” as defined in Section 3(2) of ERISA (collectively, the “Company Benefit Plans”); or (ii) life and health insurance, hospitalization, savings, bonus, deferred compensation, incentive compensation, holiday, vacation, severance pay, sick pay, sick leave, disability, tuition refund, service award, company car, scholarship, relocation, patent award, fringe benefit and other employee benefit plans, contracts (other than individual employment, consultancy or severance contracts), policies or practices of the Company providing employee or executive compensation or benefits to its employees, other than the Company Benefit Plans (collectively, the “Benefit Arrangements”). Each Company Benefit Plan and Benefit Arrangement has been maintained and administered in all material respects in accordance with applicable law.

          2.14 Title to Property and Encumbrances . The Company has good, valid and indefeasible marketable title to all properties and assets used in the conduct of its business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens and other encumbrances, except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do not, individually or in the aggregate, materially detract from the value of the property or assets or materially impair the use made thereof by the Company in its business. Without limiting the generality of the foregoing, the Company has good and indefeasible title to all of its properties and assets reflected in the Balance Sheet, except for property disposed of in the usual and ordinary course of business since September 30, 2007, and for property held under valid and subsisting leases which are in full force and effect and which are not in default.

          2.15 Litigation . There is no legal action, suit, arbitration or other legal, administrative or other governmental proceeding (other than proceedings before the United States Patent and Trademark Office or foreign counterparts thereof) pending or, to the best knowledge of the Company, threatened against or affecting the Company or its properties, assets or business, and after reasonable investigation, the Company is not aware of any incident, transaction, occurrence or circumstance that might reasonably be expected to result in or form the basis for any such action, suit, arbitration or other proceeding. The Company is not in default with respect to any order, writ, judgment, injunction, decree, determination or award of any court or any governmental agency or instrumentality or arbitration authority.

          2.16 Patents, Trademarks, Etc . Schedule 2.16 sets forth a list of all United States patents, trademarks, trade names, and applications therefore used by the Company exclusively in and material to the conduct of its business (the “Patent and Trademark Rights”). Except as disclosed in Schedule 2.16 , (a) the Company owns or possesses adequate licenses or

other valid rights to use all Patent and Trademark Rights; and (b) to the Company’s knowledge, the conduct of its business as now being conducted does not conflict with any valid patents, trademarks, trade names or copyrights of others in any way which has a material adverse effect on the business or financial Condition of the Company or its business.

          2.17 Interested Party Transactions . Except as disclosed on Schedule 2.17 , no officer, director or stockholder of the Company or any Affiliate or “associate” (as such term is defined in Rule 405 under the Securities Act) of any such Person or the Company has or has had, either directly or indirectly, (a) an interest in any Person that (i) furnishes or sells services or products that are furnished or sold or are proposed to be furnished or sold by the Company or (ii) purchases from or sells or furnishes to the Company any goods or services, or (b) a beneficial interest in any contract or agreement to which the Company is a party or by which it may be bound or affected.

          2.18 Questionable Payments . Neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee or other Person associated with or acting on behalf of the Company, has used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payments to government officials or employees from corporate funds; established or maintained any unlawful or unrecorded fund of corporate monies or other assets; made any false or fictitious entries on the books of record of any such corporations; or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

          2.19 Obligations to or by Stockholders . Except as disclosed on Schedule 2.19 , the Company has no liability or obligation or commitment to any stockholder of the Company or any Affiliate or “associate” (as such term is defined in Rule 405 under the Securities Act) of any stockholder of Company, nor does any stockholder of Company or any such Affiliate or associate have any liability, obligation or commitment to the Company.

          2.20 Assets and Contracts . Except as expressly set forth in a schedule to this Agreement, the Company’s Balance Sheet or the notes thereto, the Company is not a party to any written or oral agreement not made in the ordinary course of business that is material to the Company.  Company does not own any real property.  Except as disclosed on Schedule 2.20 , Company is not a party to or otherwise bound by any written or oral (a) agreement with any labor union, (b) agreement for the purchase of fixed assets or for the purchase of materials, supplies or equipment in excess of normal operating requirements, (c) agreement for the employment of any officer, individual employee or other Person on a full-time basis or any agreement with any Person for consulting services, (d) bonus, pension, profit sharing, retirement, stock purchase, stock option, deferred compensation, medical, hospitalization or life insurance or similar plan, contract or understanding with respect to any or all of the employees of Company or any other Person, (e) indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement, promissory note or other agreement or instrument relating to or evidencing Indebtedness for Borrowed Money or subjecting any asset or property of Company to any Lien or evidencing any Indebtedness, (f) guaranty of any Indebtedness, (g) lease or agreement under which Company is lessee of or holds or operates any property, real or personal, owned by any other Person, (h) lease or agreement under which Company is lessor or permits any Person to hold or operate any property, real or personal, owned or controlled by Company, (i) agreement granting any preemptive right, right of first refusal or similar right to any Person,

(j) agreement or arrangement with any Affiliate or any “associate” (as such term is defined in Rule 405 under the Securities Act) of Company or any present or former officer, director or stockholder of Company, (k) agreement obligating Company to pay any royalty or similar charge for the use or exploitation of any tangible or intangible property, (1) covenant not to compete or other restriction on its ability to conduct a business or engage in any other activity, (m) distributor, dealer, manufacturer’s representative, sales agency, franchise or advertising contract or commitment, (n) agreement to register securities under the Securities Act, (o) collective bargaining agreement, or (p) agreement or other commitment or arrangement with any Person continuing for a period of more than two months from the Closing Date that involves an expenditure or receipt by Company in excess of $1,000.  Except as disclosed on Schedule 2.20 , the Company maintains no insurance policies and insurance coverage of any kind with respect to Company, its business, premises, properties, assets, employees and agents.  Schedule 2.20 contains a true and complete list and description of each bank account, savings account, other deposit relationship and safety deposit box of Company, including the name of the bank or other depository, the account number and the names of the individuals having signature or other withdrawal authority with respect thereto. Except as disclosed on Schedule 2.20 , no consent of any bank or other depository is required to maintain any bank account, other deposit relationship or safety deposit box of Company in effect following the consummation of the Merger and the transactions contemplated hereby.  Company has furnished to the Parent true and complete copies of all agreements and other documents disclosed or referred to in Schedule 2.20 or the Company Balance Sheet or the notes thereto, as well as any additional agreements or documents, requested by the Parent.

          2.21 Employees . Except as disclosed on Schedule 2.17 , other than pursuant to ordinary arrangements of consulting compensation at fair market rates, Company is not under any obligation or liability to any officer, director, employee or Affiliate of Company. The Company has no employment agreements with, or any severance payment obligations to, any of its officers or employees.

          2.22 Disclosure . There is no fact relating to the Company that the Company has not disclosed to Parent that materially and adversely affects or, insofar as the Company can now reasonably foresee, will materially and adversely affect the Condition of the Company.

      3.   Representations and Warranties of Parent and Acquisition Corp . Parent and Acquisition Corp. jointly and severally represent and warrant to the Company as follows:

          3.1 Organization and Standing . Parent is a corporation duly organized and existing in good standing under the laws of the State of Delaware. Acquisition Corp. is a corporation duly organized and existing in good standing under the laws of the State of Delaware. Parent is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the Condition of the Parent (as defined below). Parent and Acquisition Corp. have heretofore delivered to the Company complete and correct copies of their respective Certificates of Incorporation and By-laws as now in effect. Parent and Acquisition Corp. have full corporate power and authority to carry on their respective businesses as they are now being conducted and as now proposed to be conducted and to own or lease their respective properties and assets. Neither Parent nor Acquisition Corp. has any subsidiaries (except Parent as the sole

stockholder of Acquisition Corp.) or direct or indirect interest (by way of stock ownership or otherwise) in any firm, corporation, limited liability company, partnership, association or business. Parent owns all of the issued and outstanding capital stock of Acquisition Corp. free and clear of all Liens, and Acquisition Corp. has no outstanding options, warrants or rights to purchase capital stock or other equity securities of Acquisition Corp., other than the capital stock owned by Parent. Unless the context otherwise requires, all references in this Section 3 to the “Parent” shall be treated as being a reference to the Parent and Acquisition Corp. taken together as one enterprise.

          3.2 Corporate Authority . Each of Parent and/or Acquisition Corp. (as the case may be) has full corporate power and authority to enter into the Merger Documents and the other agreements to be made pursuant to the Merger Documents, and to carry out the transactions contemplated hereby and thereby. All corporate acts and proceedings required for the authorization, execution, delivery and performance of the Merger Documents and such other agreements and documents by Parent and/or Acquisition Corp. (as the case may be) have been duly and validly taken or will have been so taken prior to the Closing. Each of the Merger Documents constitutes a legal, valid and binding obligation of Parent and/or Acquisition Corp. (as the case may be), each enforceable against them in accordance with their respective terms.

          3.3 Broker’s and Finder’s Fees . No person, firm, corporation or other entity is entitled by reason of any act or omission of Parent or Acquisition Corp. to any broker’s or finder’s fees, commission or other similar compensation with respect to the execution and delivery of this Agreement or the Certificate of Merger, or with respect to the consummation of the transactions contemplated hereby or thereby. Parent and Acquisition Corp. jointly and severally agree to defend, indemnify and hold Company harmless from and against any and all loss, claim or liability (including attorneys fees, expert fees and all costs of court, whether or not assessable under applicable law) arising out of any such claim from any other Person who claims he, she or it introduced Parent or Acquisition Corp. to, or assisted them with, the transactions contemplated by or described herein.

          3.4 Capitalization of Parent . The authorized capital stock of Parent consists of (a) 200,000,000 shares of common stock, par value $0.0001 per share (the “Parent Common Stock”), of which not more than 1,294,144 shares will be, prior to the Effective Time, issued and outstanding and (b) 50,000,000 shares of preferred stock, par value $0.0001 per share, of which no shares are issued or outstanding. Schedule 3.4  hereto contains a complete and true capitalization table setting forth the Parent common stock holdings of the officers and directors of Parent and the holders of greater than 5% of Parent Common Stock. Except as set forth on Schedule 3.4 or in the Parent SEC Documents (as defined in Section 3.7 below), Parent has no outstanding options, warrants, rights or commitments to issue shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp., and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Common Stock or any other Equity Security of Parent or Acquisition Corp. There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Common Stock. All outstanding shares of the capital stock of Parent are validly issued and outstanding, fully paid and nonassessable, and none of such shares have been issued in violation of the preemptive rights of any person or any applicable law. 

          3.5 Acquisition Corp . Acquisition Corp. is a wholly-owned subsidiary of Parent that was formed specifically for the purpose of the Merger and that has not conducted any business or acquired any property, and will not conduct any business or acquire any property prior to the Closing Date, except in preparation for and otherwise in connection with the transactions contemplated by this Agreement, the Certificate of Merger and the other agreements to be made pursuant to or in connection with this Agreement and the Certificate of Merger.  The authorized capital stock of Acquisition Corp. consists of 1,000 shares of $.001 par value common stock (the “Acquisition Corp. Common Stock”), of which not more than 100 shares will be, prior to the Effective Time, issued and outstanding.

          3.6 Validity of Shares . All of the 24,588,734 shares of Parent Common Stock to be issued at the Closing pursuant to Section 1.5(a)(ii) hereof, when issued and delivered in accordance with the terms hereof and the Certificate of Merger, shall be duly and validly issued, fully paid and nonassessable. The issuance of the Parent Common Stock upon the Merger pursuant to Section 1.5(a)(ii) will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state blue sky or securities laws.

          3.7 SEC Reporting and Compliance .

               (a) Parent has filed with the Commission all forms, reports and documents required to be filed by companies registered pursuant to Section 12(g) of the Exchange Act (collectively, the “Parent SEC Documents”). The Parent SEC Documents (i) were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (ii) did not, at the time they were filed (or at the effective date thereof in the case of registration statements), 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 light of the circumstances under which they were made, not misleading.

               (b) Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, a