AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger

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BRAMPTON CREST INTERNATIONAL INC | ADAMS FAMILY COMPANY, LLC | BRYAN NORCROSS CORPORATION | RMS ASSOCIATES, LLC

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Title: AGREEMENT AND PLAN OF MERGER
Governing Law: Florida Date: 3/25/2008
Law Firm: Hinshaw Culbertson

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

BRAMPTON CREST INTERNATIONAL, INC.

BRAMPTON ACQUISITION SUBSIDIARY CORP.

AND

AMERICA’S EMERGENCY NETWORK, LLC

DATED AS OF MARCH 19, 2008

TABLE OF CONTENTS

		Page

ARTICLE I DEFINITIONS		1
1.1	Definitions	1

ARTICLE II THE MERGER		6
2.1	The Merger	6
2.2	Closing	6
2.3	Effective Time	6
2.4	Effect of Merger	6
2.5	Effect on Stock	6
2.6	Certificate of Incorporation	7
2.7	Officers and Directors.	7
2.8	Certain Other Adjustments	8
2.9	Distributions with Respect to Unexchanged Shares	8
2.10	Waiver of Dissenters’ Rights	8
2.11	No Further Ownership Rights in Company Membership Interests	8
2.12	Allocation of Amounts Paid By Parent	8
2.13	INTENTIONALLY OMMITTED.	9
2.14	No Fractional Shares of Parent Common Stock.	9
2.15	No Liability	9
2.16	Surrender of Certificates	9
2.17	Lost, Stolen or Destroyed Certificates	9
2.18	Withholding	9
2.19	Further Assurances	9
2.20	Stock Transfer Books	9
2.21	Tax Consequences	9
2.22	INTENTIONALLY DELETED.	10
2.23	Rule 145	10

ARTICLE III CONDITIONS TO CLOSING		10
3.1	Conditions to Each Party’s Obligation to Effect the Merger	10
3.2	Additional Conditions to the Obligations of the Company	10
3.3	Additional Conditions to the Obligations of Parent and the Merger Subsidiary	12

ARTICLE IV COVENANTS RELATING TO CONDUCT OF BUSINESS		13
4.1	Conduct of Business of the Company Pending the Merger	13
4.2	Conduct of Business of Parent and its Subsidiaries Pending the Merger	16
4.3	Operational Matters	17

ARTICLE V REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY		18
5.1	Organization and Power; Subsidiaries and Investments	18
5.2	Authorization	18
5.3	Capitalization	18
5.4	No Breach	18
5.5	Financial Statements.	19
5.6	Absence of Certain Developments	19
5.7	Real Property Leases.	20
5.8	Title to Assets	20
5.9	Contracts and Commitments.	20
5.10	Proprietary Rights.	21
5.11	Governmental Licenses and Permits	23
5.12	Proceedings	23

5.13	Compliance with Laws	24
5.14	Environmental Matters	24
5.15	Employees	24
5.16	Employee Benefit Plans..	24
5.17	Insurance.	24
5.18	Tax Matters	24
5.19	Brokerage	25
5.20	Undisclosed Liabilities	25
5.21	Information Regarding Managers, Officers, Banks, etc	25
5.22	Books and Records	26
5.23	Interest in Customers, Suppliers and Competitors	26
5.24	Condition of Assets	26
5.25	INTENTIONALLY DELETED.	26
5.26	Accounts Receivable	26
5.27	INTENTIONALLY DELETED.	26
5.28	Authorizations	26
5.29	Proxy Statement	26
5.30	Advertising and Promotional Expenses	26
5.31	Status of Technology.	27
5.32	Full Disclosure.	27

ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PARENT		27
6.1	Organization and Power; Subsidiaries and Investments	27
6.2	Authorization	27
6.3	Capitalization	28
6.4	No Breach	28
6.5	SEC Filings; Financial Statements.	28
6.6	Proxy Statement	29
6.7	INTENTIONALY DELETED	29
6.8	Absence of Certain Developments	29
6.9	Investment Company Act	29
6.10	Litigation	29
6.11	No Undisclosed Liabilities	30
6.12	Title to Assets	30
6.13	Tax Matters.	30
6.14	Compliance with Laws	31
6.15	Environmental Matters	31
6.16	Proceedings	31
6.17	Brokerage	31
6.18	Proprietary Rights	31
6.19	Over-the-Counter Bulletin Board Quotation	31
6.20	Board Approval	31
6.21	Sarbanes-Oxley; Internal Accounting Controls	31
6.22	Listing and Maintenance Requirements	32
6.23	Application of Takeover Protections	32
6.24	Contracts and Commitments.	32
6.25	Insurance	32
6.26	Interested Party Transactions	32
6.27	Indebtedness	32
6.28	Investigation; No Additional Representations; No Reliance, etc	33
6.29	Full Disclosure	33

ARTICLE VII REPRESENTATIONS AND WARRANTIES OF MERGER SUBSIDIARY		33
7.1	Organization and Power; Reporting	33
7.2	Authorization	33
7.3	Non-Contravention	33

7.4	No Business Activities	33

ARTICLE VIII ADDITIONAL AGREEMENTS		34
8.1	Preparation of Proxy Statement.	34
8.2	Access to Information	35
8.3	Commercially Reasonable Efforts	36
8.4	No Solicitation of Transactions	36
8.5	Employee Benefits Matters	37
8.6	Notification of Certain Matters	37
8.7	Public Announcements	37
8.8	Affiliates	38
8.9	Takeover Statutes	38
8.10	Transfer Taxes	38
8.11	Additional Tax Matters.	38
8.12	Directors and Officers of Parent After the Merger	38

ARTICLE IX POST CLOSING COVENANTS		38
9.1	General	38
9.2	Tax-Free Reorganization Treatment	39
9.3	Headquarters of Parent and Surviving Company	39
9.4	Indemnification of Directors and Officers of the Company	39
9.5	Continuity of Business Enterprise	39
9.6	Substantially All Requirement	39
9.7	Additional Distributions to the Members	39
9.8	Key Man Life Insurance.	40

ARTICLE X TERMINATION AND AMENDMENT		40
10.1	Termination	40
10.2	Effect of Termination	41
10.3	Fees and Expenses	41

ARTICLE XI REMEDIES FOR BREACH OF AGREEMENT		41
11.1	Survival of Representations and Warranties	41
11.2	Indemnification	41
11.3	Matters Involving Third Parties.	42
11.4	Determination of Adverse Consequences	42
11.5	Members’ Representative and Parent Representative.	42
11.6	Determination/Resolution of Claims.	43
11.7	Indemnification Threshold and Cap	44
11.8	Other Indemnification Provisions.	44

ARTICLE XII MISCELLANEOUS		45
12.1	Amendment and Waiver	45
12.2	Notices	45
12.3	Assignment	46
12.4	Severability	46
12.5	No Strict Construction	46
12.6	Captions	46
12.7	No Third Party Beneficiaries	46
12.8	Complete Agreement	46
12.9	Counterparts	46
12.10	Directors and Officers Insurance.	46
12.11	Governing Law and Jurisdiction	47

iii

Exhibit List

Exhibit A

Max Mayfield Employment Term Sheet

Exhibit B

Brian Norcross Employment Term Sheet

Exhibit C

Form Voting Trust Agreement

Exhibit D

Form Lock-Up Agreement

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (the “ Agreement ”) is made and entered into as of March 19, 2008, by and among Americas Emergency Network, LLC, a Florida limited liability company (the “ Company ”), Brian Norcross, in his capacity as a member and representative of the members of the Company (the “ Members’ Representative ”), Matthew Straeb, a member of the Company, Max Mayfield, a member of the Company, Robert Adams, a member of the Company, Brampton Crest International, Inc., a Nevada corporation (“ Parent ”), and Brampton Acquisition Subsidiary Corp., a Florida corporation and wholly-owned subsidiary of Parent (the “ Merger Subsidiary ”).

RECITALS:

A. Parent, the Merger Subsidiary and the Company desire to enter this Agreement pursuant to which Parent will acquire all of the issued and outstanding stock of the Company as a result of the merger of the Company with and into the Merger Subsidiary as a result of which the Merger Subsidiary will be the surviving company and a direct, wholly-owned subsidiary of Parent.

B. The boards of directors of Parent, the Merger Subsidiary and the board of managers of the Company have determined that it is advisable and in the best interests of Parent, the Merger Subsidiary and the Company, and their respective shareholders and members, that the Merger Subsidiary be merged with and into the Company.

C. The boards of directors of Parent, the Merger Subsidiary and the board of managers of the Company have each unanimously approved this Agreement and the transactions contemplated hereby and have agreed to recommend that their respective shareholders and members adopt and approve this Agreement.

In consideration of the premises, the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions . As used in this Agreement, the following terms have the meanings set forth below.

“ Adverse Consequences ” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, obligations, Taxes, Liens, losses, expenses, and fees, including court costs and reasonable attorneys’ fees and expenses.

“ Affiliate ” of any particular Person means any other Person controlling, controlled by or under common control with such Person.

“ Affiliated Group ” means an affiliated group as defined in Section 1504 of the Code (or any analogous combined, consolidated or unitary group defined under any income Tax Law) of which the Company is or has been a member.

“ Agreement ” means this Agreement and Plan of Merger, together with all schedules and exhibits attached hereto.

“ Alternative Transaction ” means any of the following events: (i) any tender or exchange offer, merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company (any of the above, a “ Business Combination Transaction ”), with any Person other than Parent, the Merger Subsidiary or any affiliate (as such term is defined in Rule 12b-2 promulgated under the Exchange Act) thereof (a “ Third Party ”) or (ii) the acquisition by a Third Party of 10% or more of the outstanding shares of Company Common Stock, or of 10% or more of the assets or operations of the Company, taken as a whole, in a single transaction or a series of related transactions.

“ Assets ” means all assets owned or utilized by the Company including, without limitation, Leased Real Property, Personal Property, Accounts, goodwill, Proprietary Rights and any asset listed on the Financial Statements or any subsequently delivered balance sheet of the Company prior to closing.

“ Audited Financial Statements ” means the September 30, 2007 audited financial statements, the December 31, 2006 audited financial statements, and the December 31, 2005 audited financial statements. For all purposes under this Agreement, Audited Financial Statements shall include a balance sheet and the related statements of operation, changes in Stockholders’ equity and cash flows and any required footnotes and such other disclosure materials, in each case, to the extent required to be included in the Proxy Statement and in compliance with Regulation S-X, Regulation S-B and the General Rules and Regulations of the Securities Exchange Act.

“ Business ” means the Company’s business of creating a national network for the dissemination of government emergency information to the public and media outlets.

“ Business Day ” means any day other than a Saturday, Sunday or a day on which banking institutions in New York, New York are authorized or obligated by law or executive order to be closed.

“ Cash ” means (i) cash on hand or in the bank less any outstanding checks and (ii) deposits in transit to the extent there has been a reduction of receivables on account thereof.

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

“ Company Employee ” has the meaning set forth in Section 8.8 hereto.

“ Company Stock ” means, collectively, 100% of outstanding membership interests of the Company.

“ Contracts ” means with respect to any Person, all agreements, contracts, commitments, franchises, covenants, authorizations, understandings, licenses, mortgages, promissory notes, deeds of trust, indentures, leases, plans or other instruments, certificates or obligations, whether written or oral, to which said Person is a party, under which said Person has or may acquire any right or has or may become subject to any obligation or by which said Person, any of said Person’s outstanding shares of stock or any of its assets is bound.

“ Environmental Laws ” means all applicable Laws concerning public health and safety, the pollution or protection of the environment or the use, generation, transportation, storage, treatment, processing, disposal or release of Hazardous Substances, as the foregoing are enacted and in effect on the Closing Date, including, without limitation, the Federal Solid Waste Disposal Act, as amended, the Federal Clean Air Act, as amended, the Federal Clean Water Act, as amended, the Federal Resource Conservation and Recovery Act of 1976, as amended, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Toxic Substances Control Act, as amended, regulations of the Environmental Protection Agency, regulations of the Nuclear Regulatory Agency and regulations of any state or local department of natural resources or other environmental protection agency.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ FBCA ” means the Florida Business Corporation Act.

“ Financial Statements ” mean the Audited Financial Statements and the Unaudited Financial Statements.

“ FIRPTA ” means The Foreign Investment Real Property Tax Act of 1980.

“ For Cause ” means, with respect to the termination of any director or officer, any one or more of the following as determined in good faith by Board of Directors of the Parent:

(1) an act of fraud, embezzlement or theft by a director or officer in connection with his or her duties or in the course of employment with Parent, the Merger Subsidiary, the Company or any of their affiliated entities;

(2) a director or officer’s material breach of any material provision of his employment agreement or consulting agreement, if applicable, provided that in those instances in which the director or officer’s material breach is capable of being cured, the director or officer has failed to cure within a 30 day period after receiving from the Board of Directors written notice of the breach providing reasonable detail as to the specifics of such breach;

(3) an act or omission by a director or officer, which is (x) willful or grossly negligent, (y) contrary to established policies or practices of Parent, the Merger Subsidiary, the Company or any of their affiliated entities and (z) materially harmful to the business or reputation of Parent, the Merger Subsidiary, the Company or any of their affiliated entities, or to the business of the customers or suppliers of Parent, the Merger Subsidiary, the Company or any of their affiliated entities as such relate to Parent, the Merger Subsidiary, the Company or any of their affiliated entities;

(4) a director or officer’s plea of nolo contendere to, or conviction for, a felony involving moral turpitude; or

(5) a director or officer’s breach of any policy established by the Board of Directors related to trading of Parent’s securities, any violation of federal or state insider trading laws or regulations or employee’s refusal or failure to cooperate with an inquiry or investigation of the Board of Directors, any special committee or a governmental agency, after receiving written instruction from the Board of Directors of the Company to cooperate.

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

“ Governmental Agency ” means any court, tribunal, administrative agency or commission, taxing authority or other governmental or regulatory authority, domestic or foreign, of competent jurisdiction, including, without limitation, agencies, departments, boards, commissions or other instrumentalities of any country or any political subdivisions thereof.

“ Governmental Licenses ” means all permits, licenses, franchises, orders, registrations, certificates, variances, approvals and other authorizations obtained from any Governmental Agency, including, without limitation, those listed on Schedule 5.11 attached hereto.

“ Hazardous Substances ” means any flammables, explosives, radon, radioactive materials, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum and petroleum products, methane, hazardous materials, hazardous wastes, hazardous or toxic substances, pollutants or contaminants or related materials regulated under, or as defined in any Environmental Law.

“ Indebtedness ” means, with respect to any Person at any date, without duplication: (i) all obligations of such Person for borrowed money; (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments (including, without limitation, any shareholder notes, deferred purchase price obligations or earn-out obligations issued or entered into in connection with any acquisition undertaken by such Person); (iii) all obligations in respect of letters of credit and bankers’ acceptances issued for the account of such Person; (iv) all obligations of such Person under any capitalized lease; (v) all liabilities and obligations pursuant to any interest rate swap agreements; and (vi) any accrued interest, prepayment premiums, breakage fees, penalties or similar amounts related to any of the foregoing.

“ Indemnifying Members ” means Brian Norcross, Max Mayfield, Matthew Straeb, and Robert Adams.

“ Independent ” shall mean independent as that term is defined in connection with a director under the NASDAQ, AMEX or other stock exchange rules, as applicable.

“ Knowledge ” means (i) in the case of an individual, the actual knowledge of such individual (ii) in the case of any Person other than an individual or the Company, the actual knowledge of the board of directors and senior level executive officers (or individuals serving in similar capacities) of such Person, and (iii) in the case of the Company, the actual knowledge of Brian Norcross, Max Mayfield, Matthew Straeb, and/or Robert Adams.

“ Law ” or “ Laws ” means any and all federal, state, local or foreign laws, statutes, ordinances, codes, rules, regulations or Orders.

“ Leased Real Property ” means all of the right, title and interest of the Company under all leases, subleases, licenses, concessions and other agreements (written or oral), pursuant to which the Company holds a leasehold or sub-leasehold estate in, or is granted the right to use or occupy, any land, buildings, improvements, fixtures or other interest in real property which is used in the operation of the Business or leased by the Company.

“ Leases ” means those leases and subleases of the Leased Real Property set forth on Schedule 5.7 attached hereto.

“ Liability ” means, with respect to any Person, any liability, debt, loss, cost, expense, fine, penalty, obligation or damage of any kind, whether known, unknown, contingent, asserted, accrued, unaccrued, liquidated or unliquidated, or whether due or to become due.

“ Lien ” means any mortgage, pledge, security interest, conditional sale or other title retention agreement, encumbrance, lien, easement, option, debt, charge, claim or restriction of any kind.

“ Material Adverse Effect ” means, when used in connection with an entity, any event, circumstance, change, occurrence or effect (collectively, “ Events ”) that, individually or in the aggregate, is materially adverse to the Business or the assets, liabilities, financial condition or operating results of the entity or has a material adverse effect on the ability of such entity to consummate the transactions contemplated hereby; provided, however, that no Event will be deemed (either alone or in combination) to constitute, nor will be taken into account in determining whether there has been or may be, a Material Adverse Effect to the extent that it arises out of or relates to: (i) the outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency or war (whether or not declared) or the occurrence of any other calamity or crisis, including an act of terrorism to the extent such deterioration has a disproportionate adverse effect on the Company as compared to any other Person engaged in the same business, (ii) a natural disaster or any other natural occurrence beyond the control of the entity, (iii) the disclosure of the fact that Parent is the prospective acquirer of the Company, (iv) the announcement or pendency of the transactions contemplated hereby, (v) any change in accounting requirements or principles imposed upon the Company or any change in applicable laws, rules or regulations or the interpretation thereof, (vi) any action required by this Agreement or (vi) any action of the Company between the date hereof and the Closing which requires the consent of Parent pursuant to the terms of this Agreement if Parent consents to the taking of said action.

“ Members ” shall mean all of the members of the Company.

“ NASDAQ ” means the NASDAQ Stock Market.

“ New Financial Statements ” has the meaning set forth in Section 8.1 (h) hereto.

“ Order ” means, with respect to any Person, any award, decision, decree, injunction, judgment, order or ruling directed to and naming such Person.

“ OTCBB ” means the OTC Bulletin Board.

“ Parent Common Stock ” means the common stock, par value $0.001 per share, of Parent whose price is quoted on the Over the Counter Bulletin Board under the ticker symbol “BRCI.”

“ Parent Charter ” means the Amended and Restated Certificate of Incorporation of Parent.

“ Parent Plans ” has the meaning set forth in Section 8.5 hereto.

“ Permitted Liens ” means (i) any liens for Taxes not yet due or which are being contested in good faith by appropriate proceedings; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other similar liens; (iii) pledges or deposits in connection with workers' compensation, unemployment insurance, and other social security legislation; (iv) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not material in amount and which do not in any case materially detract from the value of the property subject thereto, and (v) any lien on any of the Assets of the Company arising under that certain Loan Agreement between the Company and Laurentian Peak Capital, Inc.

“ Person ” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated association, corporation, limited liability company, entity or governmental entity (whether federal, state, county, city or otherwise and including, without limitation, any instrumentality, division, agency or department thereof).

“ Personal Property ” means all tangible personal property owned or used by the Company in the conduct of the Business, including, without limitation, all machinery, equipment, furniture, computer hardware, fixtures that are not affixed to real property.

“ Proceeding ” means any action, arbitration, audit, complaint, investigation, litigation or suit (whether civil, criminal or administrative).

“ Proprietary Rights ” means: (i) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto and all foreign and domestic patents, patent applications and patent disclosures, together with all reissuances, continuations, continuations-in-part, divisionals, revisions, extensions and reexaminations thereof; (ii) all foreign and domestic trademarks, service marks, trade dress, logos and trade names and all goodwill associated therewith; (iii) all foreign and domestic copyrightable works, all foreign and domestic copyrights and all foreign and domestic applications, registrations and renewals in connection therewith; (iv) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, code books, recipes, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, blue prints, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals); and (v) all copies and tangible embodiments thereof in whatever form or medium.

“ Stock Consideration ” shall mean 100,000,000 shares of Parent Common Stock.

“ Subsidiary ” means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (regardless of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (ii) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof.

“ Tax ” means any foreign, federal, state or local income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, real property gains, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax, of any kind whatsoever, including any interest, penalties, fines or additions thereto or additional amounts in respect of any of the foregoing.

“ Tax Return ” means any return, declaration, report, claim for refund, information return or other document (including any related or supporting schedule, statement or information) filed or required to be filed in connection with the determination, assessment or collection of any Tax.

“ Unaudited Financial Statements ” means the December 31, 2006 compiled balance sheet, and to the extent required to be provided in connection with the Proxy Statement, the September 8, 2007 compiled balance sheet. For all purposes under this Agreement, Unaudited Financial Statements shall include the complied balance sheets and such other disclosure materials, in each case, to the extent required to be included in the Proxy Statement and prepared in accordance with GAAP, Regulation S-X and Regulation S-B of the Securities and Exchange Commission’s rules and regulations.

ARTICLE II

THE MERGER

2.1 The Merger . Upon the terms and subject to the conditions set forth herein and the applicable provisions of the FBCA, and on the basis of the representations, warranties, covenants and agreements contained herein, as of the Effective Time, the Company shall be merged with and into the Merger Subsidiary (the “ Merger ”), the separate corporate existence of the Company shall cease and the Merger Subsidiary shall continue as the surviving company. The Merger Subsidiary, as the surviving company of the Merger, may be hereinafter referred to as the “ Surviving Company .”

2.2 Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at 10:00 a.m. local time on the fifth Business Day following the satisfaction or waiver of all conditions of the parties to consummate the transactions contemplated by this Agreement (other than the conditions with respect to actions the respective parties will take at the Closing itself), unless another time or date is agreed to in writing by the parties hereto. The Closing shall be held at the offices of Ziglaw, 4500 Biscayne Blvd., Suite 201

Miami, FL 33137, unless another place is agreed to in writing by the parties hereto. The date and time of the Closing are referred to herein as the “ Closing Date .”

2.3 Effective Time . At the Closing, the parties shall file a certificate of merger (the “ Certificate of Merger ”) in such form as is required by and executed in accordance with the relevant provisions of the FBCA. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Florida, or at such subsequent time as Parent and Company shall agree and as shall be specified in the Certificate of Merger (the date and time that the Merger becomes effective being referred to herein as the “ Effective Time ”).

2.4 Effect of Merger . At the Effective Time, the effect of the Merger shall be as provided herein and the applicable provisions of the FBCA. Without limiting the generality of the foregoing, all of the properties, rights, privileges, powers and franchises of the Company and the Merger Subsidiary shall vest in the Surviving Company and all of the debts, liabilities, duties and obligations of the Company and the Merger Subsidiary shall become the debts, liabilities, duties and obligations of the Surviving Company.

2.5 Effect on Stock . Upon the terms and conditions of this Agreement, at the Effective Time, as a result of the Merger and this Agreement and without the need for any further action on the part of the Merger Subsidiary, the Company or any of their respective shareholders or members, the following shall occur:

(a) Immediately prior to the Effective Time each membership interest of the Company (hereinafter referred to as “ Company Membership Interest ” or the “ Company Interest ”) outstanding immediately prior to the Effective Time shall be deemed canceled and converted into the right to receive a pro rata portion of the Stock Consideration in accordance with the terms of the Amended and Restated Certificate of Incorporation of the Company. Until properly delivered to Parent or the Surviving Company pursuant to Section 2.16 , any certificate evidencing Company Membership Interest (a “ Certificate ”) shall be deemed for all purposes to evidence only the right to receive the consideration described in this Section 2.5 (a) . Upon proper delivery to Parent of the Surviving Company, the Certificate shall be deemed cancelled as of the Effective Time.

(b) The specific ratio of exchange for the Company Membership Interest for shares of Parent Common Stock (“ Share Exchange Ratio ”) as well as the specific Merger Consideration to be received by the holders of the Company Interests have been prepared by the Company in accordance with the allocation schedule as set forth on Schedule 2.5 (a) (the “ Allocation Schedule ”) and will be confirmed and adjusted by the Company, as applicable, at the Closing. Parent shall issue the Merger Consideration (as defined in the next sentence) in accordance with the Allocation Schedule. For purposes of this Agreement, the term “ Merger Consideration ” shall be deemed to mean the Stock Consideration.

2.6 Certificate of Incorporation . As of the Effective Time, and without any further action on the part of the Company and Merger Subsidiary, the certificate of incorporation of the Merger Subsidiary, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation for the Surviving Company, except that the name of the Surviving Company shall be America’s Emergency Network, Inc., and thereafter shall continue to be the certificate of incorporation until changed or amended as provided therein and under applicable law.

2.7 Officers and Directors.

(a) Members of Board of Directors . At the Effective Time, the members of the Board of Directors of Parent, Surviving Company and Laurentian Peak Capital, Inc. shall be designated as follows:

(i) Parent shall designate two members of the Board of Directors (the “ Parent Directors ”) of Parent; the initial designees being Joseph Emas and Robert Wineberg;

(ii) The Members’ Representative shall designate two members of the Board of Directors (the “ Members’ Representative Directors ”) of Parent; the initial designees being Brian Norcross and Robert Adams;

(iii) Parent and Members’ Representative shall designate one Independent member of the Board of Directors of Parent (the “ Independent Director ”, together with the Parent Directors, the Members’ Representative Directors, the “ Directors ”); the initial designee being Bradley Hacker;

(iv) In the event of a listing on NASDAQ, AMEX or another stock exchange requires a majority of Independent directors, Parent and Members’ Representative shall each replace one Parent Director and Members’ Representative Director respectively with an Independent director not already serving as the Independent Director. Parent and Members’ Representative shall have the right to veto the nomination of any Independent director designated by Parent or Members’ Representative pursuant to this Section 2.7 (a) (iv) .

(v) The Members’ Representative shall have the right to designate a majority of the members of the board of directors of the Surviving Company for such time that the Members own such number of shares of the Stock Consideration which shall equal at least 25% of the Stock Consideration; the initial designees being Max Mayfield, Brian Norcross, Matthew Straeb, Robert Adams.

(vi) Parent shall have the right to designate one member of the board of directors of the Surviving Company; the initial designee being Robert Wineberg.

(vii) Parent shall have the right to designate majority of the board of directors of Laurentian Peak Capital; the initial designees being Robert Wineberg, Bradley Hacker and Joseph Emas.

(viii) The Members’ Representative shall have the right to designate two members of the board of directors of Laurentian Peak Capital.

(b) Officers of Parent, the Surviving Company, and Laurentian Peak Capital . From and after the Effective Time, the officers of Parent, the Surviving Company, and Laurentian Peak Capital shall be elected by the Board of Directors of each entity; provided , however , that [A] Robert Adams shall be elected Chairman of the Board of Parent, Brian Norcross shall be elected President and Chief Executive Officer of Parent (“ Parent President ”), Bradley Hacker shall be elected Chief Financial Officer of Parent, Max Mayfield shall be elected Sr. Executive Vice President-Government Relations of Parent (“ Parent Sr. VP ”), Matthew Straeb shall be elected Sr. Executive Vice President-Marketing of Parent, and Robert Wineberg shall be elected Secretary and Treasurer of Parent, in each case to serve until his successor is elected and qualified or until his earlier death, resignation or termination; provided , however , that each such officer shall continue to serve in such capacity for at least one year after the Effective Date unless such officer is terminated For Cause, and [B] Brian Norcross shall be elected President, Chief Executive Officer and Chief Operating Officer of the Surviving Company, and Bradley Hacker shall be elected Chief Financial Officer of the Surviving Company, in each case to serve until his or her successor is elected and qualified or until his or her earlier death, resignation or termination; provided , however , that each such officer shall continue to serve in such capacity for at least one year after the Effective Date unless such officer is terminated For Cause, and [C] Robert Wineberg shall be elected President and Chief Executive Officer of Laurentian Peak Capital and Scott Roberts shall be elected Chief Operating Officer of Laurentian Peak Capital, in each cause to serve until his successor is elected and qualified or until his or her earlier death, resignation or termination.

(c) The Directors and the Officers of Parent as described in this Section 2.7 shall hold their respective positions commencing upon the Effective Date and continuing for a period of at least one year after the Effective Date unless such director or officer is terminated For Cause. If prior to the expiration of such one year period the Board of Directors of Parent calls a special or annual meeting of its shareholders at which Directors are to be elected, then the Parent Directors and Members’ Representative Directors shall be included as nominees for election to the Board of Directors of Parent. If either Parent President or Parent Sr. VP cease to hold an executive officer position with Parent either during or after such one year period, unless Parent President or Parent Sr. VP, as applicable, was terminated For Cause, Parent shall enter into a consulting agreement with such individual for a term expiring on or after the date which is five years after the Effective Date.

2.8 Certain Other Adjustments . If, between the date of this Agreement and the Effective Time, the outstanding Parent Common Stock or Company Membership Interests shall have been changed into a different number of shares or different class by reason of any reclassification, recapitalization, stock split, split-up, combination or exchange of shares or a stock dividend or dividend payable in any other securities shall be declared with a record date within such period, or any similar event shall have occurred, the Merger Consideration shall be appropriately adjusted to provide to the holders of Company Membership Interests the same economic effect as contemplated by this Agreement prior to such event.

2.9 Distributions with Respect to Unexchanged Shares . No dividends or other distributions declared or made with respect to shares of Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for Company Interest (a “ Company Certificate ”) with respect to the shares of Parent Common Stock that such holder would be entitled to receive upon surrender of such Company Certificate until such holder shall surrender such Company Certificate. Subject to the effect of applicable laws, following surrender of any such Company Certificate, there shall be paid to such holder of shares of Parent Common Stock issuable in exchange therefor, without interest, (a) promptly after the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date prior to such surrender payable with respect to such shares of Parent Common Stock and (b) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock.

2.10 Waiver of Dissenters’ Rights . Prior to or concurrently with the execution of this Agreement, the Members of the Company have waived any dissenters’ or appraisal rights under Chapter 608.4352 of the Florida Limited Liability Company Act.

2.11 No Further Ownership Rights in Company Membership Interests . The Merger Consideration delivered or deliverable to the holders of Company Interests in accordance with the terms of this Article II shall be deemed to have been issued or paid in full satisfaction of all rights pertaining to the shares of Company Interests. Until surrendered as contemplated by this Agreement, each Company Certificate representing Company Interests shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender solely the Merger Consideration.

2.12 Allocation of Amounts Paid By Parent . Payment of all amounts paid by Parent to the Members’ Representative or to such accounts as directed by the Members’ Representative hereunder shall constitute payment and delivery to each of the Members in satisfaction of all obligations of Parent and the Surviving Company to pay and deliver such amounts hereunder.

2.13 INTENTIONALLY OMMITTED.

2.14 No Fractional Shares of Parent Common Stock . No certificates or scrip representing fractional shares of Parent Common Stock or book-entry credit of the same shall be issued upon the surrender for exchange of Company Certificates and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Parent.

2.15 No Liability . None of Parent, Merger Subsidiary, Company or the Surviving Company shall be liable to any Person in respect of any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

2.16 Surrender of Certificates . Upon surrender of Company Certificates at Closing, the holders of such Company Certificates shall receive in exchange therefor Merger Consideration in accordance with Schedule 2.5 (a) attached hereto, as amended if applicable, and the Company Certificates surrendered shall be canceled. Until so surrendered, outstanding Company Certificates shall be deemed, from and after the Effective Time, to evidence only the right to receive the applicable Merger Consideration issuable pursuant hereto and the Allocation Agreement.

2.17 Lost, Stolen or Destroyed Certificates . If any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Company Certificate to be lost, stolen or destroyed, Parent shall issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration payable in exchange therefor; provided, however, that as a condition precedent to the issuance of such Merger Consideration, the holder of such lost, stolen or destroyed Company Certificates shall indemnify Parent against any claim that may be made against Parent or the Surviving Company with respect to the Company Certificates alleged to have been lost, stolen or destroyed.

2.18 Withholding . Each of Parent and the Merger Subsidiary shall be entitled to withhold from any consideration payable or deliverable pursuant to the terms of this Agreement to any Member, such amounts as may be required to be withheld pursuant to any Law, including, without limitation, any amounts required to be withheld pursuant to the Code. To the extent any amounts are so withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Member to whom such amounts would have otherwise been paid.

2.19 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 of 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 the Company or Merger Subsidiary or (b) otherwise to carry out the purposes of this Agreement, the Surviving Company and its proper officers and directors or their designees shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Subsidiary, all such deeds, bills of sale, assignments and assurances and do, in the name and on behalf of the Company or Merger Subsidiary, all such other acts and things necessary, desirable or proper to vest, perfect or confirm its rights, title or interest in, to or under any of the rights, privileges, powers, franchises, properties or assets of the Company or Merger Subsidiary, as applicable, and otherwise to carry out the purposes of this Agreement.

2.20 Stock Transfer Books . The stock transfer books of the Company shall be closed immediately upon the Effective Time and there shall be no further registration of transfers of shares of Company Interests thereafter on the records of the Company. On or after the Effective Time, any Company Certificate presented to Parent for any reason shall be converted into the Merger Consideration with respect to the shares of Company Interests formerly represented thereby, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled and any dividends or other distributions to which the holders thereof are entitled.

2.21 Tax Consequences . For U.S. federal income tax purposes, the parties intend that the Merger be treated as a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(D) of the Code, and that this Agreement shall be, and is hereby, adopted as a plan of reorganization for purposes of Section 368 of the Code. Accordingly, unless otherwise required by Law, no party shall take any action or fail to take any action that reasonably could be expected to jeopardize the treatment of the Merger as a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(D) of the Code, and the parties shall not take any position on any Tax Return (as defined herein) or in any proceeding relating to the Tax consequences of the Merger inconsistent with this Section 2.21 . Notwithstanding the forgoing, the parties understand and agree that only the Stock Consideration portion of the Merger Consideration shall be deemed eligible for a “ tax free ” exchange under Section 368 of the Code.

2.22 INTENTIONALLY DELETED.

2.23 Rule 145 . All shares of Parent Common Stock issued pursuant to this Agreement to Affiliates of the Company identified on Schedule 2.23 attached hereto will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear the appropriate legend.

ARTICLE III

CONDITIONS TO CLOSING

3.1 Conditions to Each Party’s Obligation to Effect the Merger . The respective obligations of each of Parent, the Merger Subsidiary and the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

(a) No Injunctions or Restraints, Illegality . (i) No Governmental Agency or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statue, rule, regulation, executive order, decree, judgment, injunction or other order (whether temporary, preliminary or permanent), in any case which is in effect and which prevents or prohibits consummation of the Merger or any of the other transactions contemplated in this Agreement and (ii) no Governmental Agency shall have instituted any action or proceeding (which remains pending at what would otherwise be the Closing Date) before any United States court or other Governmental Agency of competent jurisdiction seeking to enjoin, restrain or otherwise prohibit consummation of the transactions contemplated by this Agreement;

(b) Parent Stockholder Approval . Parent shall have obtained from its stockholders in accordance with applicable law approval of this Agreement, the Merger and the transactions contemplated hereby;

(c) Employment and Advisory Agreements . Max Mayfield and Brian Norcross shall have duly executed and delivered to Parent the Employment Term Sheets in the forms of Exhibits A and B , respectively;

(d) Voting Trust Agreement . Each of the Members and Robert Wineberg shall have duly executed and delivered to the Company a voting trust agreement in form and substance mutually acceptable to the such parties and substantially in the form of Exhibit C ;

(e) INTENTIONALLY DELETED .

Any condition specified in this Section 3.1 may be waived by the Company or Parent, as applicable; provided, however, that no such waiver will be effective unless it is set forth in a writing executed by the Company or Parent, as applicable.

3.2 Additional Conditions to the Obligations of the Company . The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions on or before the Closing Date:

(a) Representations and Warranties . Each of the representations and warranties of Parent and the Merger Subsidiary shall be true and correct in all respects, at and as of the date of this Agreement and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except that those representations and warranties that are made as of a specific date need only be true and correct in all respects as of such date), except where the failure of any such representations and warranties to be true and correct has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent or the Merger Subsidiary;

(b) Performance of Obligations of Parent and the Merger Subsidiary . Parent and the Merger Subsidiary shall have each performed in all material respects all the covenants and agreements required to be performed by it under this Agreement prior to the Closing;

(c) No Proceedings . No action, suit or proceeding shall be pending or threatened before any Governmental Agency which is reasonably likely to (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect materially and adversely or otherwise encumber the title of the shares of Parent Common Stock to be issued by Parent in connection with the Merger and the transactions contemplated by this Agreement and no order, judgment, decree, stipulation or injunction to any such effect shall be in effect;

(d) No Material Adverse Change . At any time on or after the date of this Agreement there shall not have occurred any change, circumstance or event that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent;

(e) Parent Charter Amendment . The Parent Charter shall have been amended to provide for a name change to “The AEN Group, Inc.” and the structure and election of the board of directors as provided herein, and all necessary actions on the part of Parent shall have been taken to elect the new slate of directors to the board of directors of the Merger Subsidiary and Laurentian Peak Capital as of the Effective Time; and

(f) Merger Subsidiary Charter Amendment; Board of Directors . The Merger Subsidiary Charter shall have been amended to provide for the structure and election of the board of directors as provided herein and all necessary actions on the part of Parent and the Merger Subsidiary shall have been taken to elect the new slate of directors to the board of directors of the Merger Subsidiary as of the Effective Time;

(g) Private Placement of Parent Common Stock . The Parent shall have consummated a private placements of its Common Stock prior to the Closing Date upon terms acceptable to it, after consultation with the Members; provided further, however, that: (a) the gross proceeds of such private placement are not less than $1,000,000, (b) Parent shall use commercially reasonable efforts to ensure that the per share consideration received for any Parent Common Stock offered or sold in such private placement is not less than $.10 per share of Parent Common Stock and (c) the net proceeds of such private placement are used solely to provide working capital to the Company.

(h) Deliverables .

(i) Merger Consideration . Parent shall have delivered the Stock Consideration to the Members’ Representative or such accounts designated by the Members’ Representative (for the benefit of the Members);

(ii) Legal Opinion . Parent shall have delivered to the Members’ Representative an opinion of Hinshaw & Culbertson LLP and Joseph I. Emas, Esq., dated the Closing Date, in a form reasonably acceptable to the Members’ Representative’s counsel;

(iii) Officers’ Certificates . Each of Parent and the Merger Subsidiary shall have delivered a certificate from an officer in the form reasonably acceptable to the Company, dated as of the Closing Date, stating that the applicable preconditions specified in Section 3.2 (a) and (b) hereof have been satisfied;

(iv) Secretary’s Certificates . The Company shall have received a duly executed certificate from the Secretary of each of Parent and the Merger Subsidiary with respect to: (a) the certificate of incorporation, as certified by the Secretary of State of Nevada and the Secretary of State of Florida, respectively, as of a recent date, and bylaws of such entities, (b) resolutions of the board of directors of such entities with respect to the authorizations of this Agreement and the other agreements contemplated hereby, (c) a certificate of existence and good standing of such entities as of a recent date from the Secretary of State of Nevada and the Secretary of State of Florida, and (d) the incumbency of the executing officers of such entities;

(v) Required Consents . Parent shall have delivered copies of all consents, approvals, releases from and filings with, Governmental Agencies and third parties set forth on Schedule 3.2 (h) required in order to effect the transactions contemplated by this Agreement which Parent is responsible to obtain pursuant to the terms of this Agreement;

(vi) Resignations . All current officers and directors of the Merger Subsidiary and Parent shall have executed and delivered their resignation unless it is contemplated by this agreement that such officer or director continue in Office following the Closing;

(vii) INTENTIONALLY DELETED ;

(viii) Lockup Agreement. Each of the shareholders of Parent owning more than 10 per cent of Parent Common Stock and all officers and directors of the Parent shall have executed a Lockup Agreement in substantially the form attached hereto as Exhibit D (the “ Lockup Agreement ”), that such person shall not sell, pledge, transfer, assign or engage in any hedging transaction with respect to Parent Common Stock commencing upon the Effective Time, and the shares of Parent Common Stock held by such persons and subject to the lock-up shall be released from the Lock-Up Agreement twelve (12) months following the Effective Time; provided, however, that the Lock-up Agreement shall apply to no more than 25,000,000 shares beneficially owned by such officer, director, and shareholder of the Parent.

(ix) Instruments and Possessions . In order to effect the Merger, Parent and Merger Subsidiary shall have executed and/or delivered to the Company such other certificates, documents, instruments and agreements as Parent shall deem necessary in its reasonable discretion in order to effectuate the Merger and the other transactions contemplated herein, in form and substance reasonably satisfactory to the Company.

(i) Form of Deliverables . The form and substance of all certificates, instruments, opinions or other documents delivered by or on behalf of Parent or the Merger Subsidiary to the Company or the Members’ Representative under this Agreement shall be satisfactory in all reasonable respects to the Members’ Representative, the Company, and their counsel.

Any condition specified in this Section 3.2 may be waived by the Company; provided, however, that no such waiver will be effective unless it is set forth in a writing executed by the Company.

3.3 Additional Conditions to the Obligations of Parent and the Merger Subsidiary . The obligations of Parent and the Merger Subsidiary to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions on or before the Closing Date:

(a) Representations and Warranties . Each of the representations and warranties of the Company shall be true and correct in all respects, at and as of the date of this Agreement and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except that those representations and warranties that are made as of a specific date need only be true and correct in all respects as of such date), except where the failure of any such representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company;

(b) Performance of Obligations of the Company . The Company shall have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement prior to the Closing;

(c) No Proceedings . There shall not be pending or threatened any suit, litigation, action or other proceeding relating to the transactions contemplated by this Agreement except as disclosed to Parent;

(e) Deliverables .

(i) Legal Opinion . The Company shall have delivered to Parent an opinion of Ziglaw, dated the Closing Date, in a form reasonably acceptable to Parent’s counsel;

(ii) Officer’s Certificate . Parent shall have received a certificate from an officer of the Company in the form reasonably acceptable to Parent, dated the Closing Date, stating that the applicable preconditions specified in Section 3.3 (a) and (b) hereof, have been satisfied;

(iii) Secretary’s Certificate . Parent shall have received a duly executed certificate from the Secretary of the Company with respect to: (a) the articles of formation, as certified by the Secretary of State of Florida as of a recent date, and operating agreement of the Company, (b) resolutions of the board of managers of the Company with respect to the authorizations of this Agreement and the other agreements contemplated hereby, (c) a certificate of existence and good standing of the Company as of a recent date from the Secretary of State of the State of Florida and each jurisdiction in which the Company is required to be qualified to do business and (d) the incumbency of the executing officers of the Company;

(iv) Books and Records . Parent shall have received the stock books, stock ledgers, minute books, and corporate seals, if any, of the Company and the stock certificate representing all of the issued and outstanding stock of the Company; and

(v) FIRPTA . The Company shall have delivered to Parent a properly executed FIRPTA Notification Letter, in form and substance reasonably acceptable to Parent, which states that shares of Company Interests do not constitute “ United States real property interests ” under Section 897(c) of the Code, for purposes of satisfying Parent’s obligations under Treasury Regulation Section 1.1445-2(c)(3). In addition, simultaneously with delivery of such Notification Letter, the Company shall have provided to Parent, as agent for the Company, a form of notice to the Internal Revenue Service in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2) and in form and substance reasonably acceptable to Parent, along with written authorization for Parent to deliver such notice form to the Internal Revenue Service on behalf of the Company upon the Closing.

(f) Form of Deliverables . The form and substance of all certificates, instruments, opinions or other documents delivered by or on behalf of Members’ Representative or the Company to Parent under this Agreement shall be satisfactory in all reasonable respects to Parent and its counsel.

Any condition specified in this Section 3.3 may be waived by Parent; provided, however, that no such waiver shall be effective unless it is set forth in a writing executed by Parent.

ARTICLE IV

COVENANTS RELATING TO CONDUCT OF BUSINESS

4.1 Conduct of Business of the Company Pending the Merger . The Company covenants and agrees that, during the period from the date hereof to the Effective Time and except as otherwise agreed to in writing by Parent or as expressly contemplated by this Agreement, the business of the Company shall be conducted only in, and the Company shall not take any action except in, the ordinary course of business and in a manner consistent with past practice and in compliance with applicable laws; and the Company, except as expressly contemplated by this Agreement, shall use its commercially reasonable efforts to preserve substantially intact the business organization of the Company, to keep available the services of the present officers and employees and to preserve the present relationships of the Company with such of the customers, suppliers, licensors, licensees, or distributors with which the Company has significant business relations. By way of amplification and not limitation, without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), the Company shall not, between the date of this Agreement and the Effective Time, except as set forth in Schedule 4.1 of the Company Disclosure Schedule, directly or indirectly do, or propose or commit to do, any of the following:

(a) Amend its certificate of incorporation or bylaws or equivalent organizational documents;

(b) Issue, deliver, sell, pledge, dispose of or encumber, or authorize or commit to the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest (including, but not limited to, stock appreciation rights or phantom stock), of the Company;

(c) Declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of the Company Capital Stock; provided, however that the Company shall be entitled:

(i) to make payments to each of the Members on a bi-monthly basis as and when other employees of the Company are paid, a base salary based upon the base compensation (excluding any tax distribution, bonus or other unordinary payments but including payments to a Company Plan) paid to the members at the same rate as of the date hereof; and

(ii) to make payments to each Member on a quarterly basis an amount not to exceed the estimated tax obligation of each Member for income tax (federal and state) for any taxable year or portion thereof, up to the calendar quarter ending immediately prior to the Closing.

(d) Amend the terms of any Company Plan to make the terms of such plan more favorable to its participants or to increase any benefit under such plan.

(e) Acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division or line of business;

(f) Modify its current investment policies or investment practices in any material respect except to accommodate changes in applicable Law;

(g) Transfer, sell, lease, mortgage, or otherwise dispose of or subject to any Lien any of its assets, including the Company Interests (except (i) by incurring Permitted Liens; and (ii) equipment and property no longer used in the operation of the Company’s business) other than in the ordinary course of business consistent with past practice;

(h) Except as may be required as a result of a change in Law or in generally accepted accounting or actuarial principles, make any change to the accounting practices or principles or reserving or underwriting practices or principles used by it;

(i) Settle or compromise any pending or threatened suit, action or claim (other than the payment of health benefit claims on behalf of customers of the Company) involving a payment by the Company in excess of $5,000;

(j) Adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company;

(k) Fail to use commercially reasonable efforts to maintain in full force and effect the existing insurance policies, if any, covering the Company or its properties, assets and businesses or comparable replacement policies;

(l) Except for moving expenses related to the Company’s relocation and the updating or duplicating the IT system, authorize or make capital expenditures in excess of $5,000;

(m) (i) Make any material Tax election or settle or compromise any material federal, state, local or foreign Tax liability, change any annual tax accounting period, change any material method of Tax accounting, enter into any closing agreement relating to any Tax, or surrender any right to claim a Tax refund or (ii) consent, without providing advance notice to Parent, to any extension or waiver of the limitations period applicable to any Tax claim or assessment;

(n) Reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of the Company Interests;

(o) (i) Repay or retire any indebtedness for borrowed money or repurchase or redeem any debt securities; (ii) incur any indebtedness for borrowed money (including pursuant to any commercial paper program or credit facility of the Company) or issue any debt securities; or (iii) assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, or (iv) make any loans, advances or capital contributions to, or investments in, any Person other than subsidiaries or providers of the Company in the ordinary course of business consistent with past practice;

(p) Except as set forth in Schedule 4.1 of the Company Disclosure Schedule, enter into or renew, extend, materially amend or otherwise materially modify (i) any Company Material Contract, or (ii) any other contract or agreement (with “ other contract or agreement ” being defined for the purposes of this subsection as a contract or agreement which involves the Company incurring a liability in excess of $5,000 and which is not terminable by the Company without penalty upon one year or less notice);

(q) Except as set forth in Schedule 4.1 of the Company Disclosure Schedule and except to the extent required under this Agreement or pursuant to applicable law, increase the salary, compensation or fringe benefits of any of its directors, officers or employees, except for increases in salary or wages of officers and employees of the Company in the ordinary course of business in accordance with past practice, or grant any severance or termination pay not currently required to be paid under existing severance plans or enter into, or amend, any employment, consulting or severance agreement or arrangement with any present or former director, officer or other employee of the Company, or establish, adopt, enter into or amend or terminate any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, welfare, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or employees, except for any plan amendments to comply with Section 409A of the Code (provided that any such amendments shall not materially increase the cost of such plan to the Company);

(r) Grant any license with respect to Intellectual Property Rights other than non-exclusive licenses granted in the ordinary course of business;

(s) Take any action or omit to take any action that would reasonably be expected to cause any Intellectual Property Rights used or held for use in its business to become invalidated, abandoned or dedicated to the public domain;

(t) Take or fail to take any action that would prevent the Merger from qualifying as reorganization within the meaning of Section 368(a) of the Code;

(u) Pay, discharge or satisfy any claims, liabilities or obligations (absolute accrued, asserted or unasserted, contingent or otherwise), other than, without limitation, any expenses incurred in connection with the transactions contemplated hereby and the payment, discharge or satisfaction, in the ordinary course of business and consistent with past practice, of liabilities reflected or reserved against in the financial statements of the Company or incurred in the ordinary course of business and consistent with past practice;

(v) Enter into any transaction with, or enter into any agreement, arrangement, or understanding with any of the Company’s affiliates that would be required to be disclosed pursuant to Item 404 of SEC Regulation S-K; or

(w) Take, or offer or propose to take, or agree to take in writing or otherwise, any of the actions described in Sections 4.1 (a) through 4.1 (u) or any action which would result in any of the conditions set forth in Article IV not being satisfied or would materially delay the Closing.

4.2 Conduct of Business of Parent and its Subsidiaries Pending the Merger . Parent covenants and agrees that, during the period from the date hereof to the Effective Time and except as otherwise agreed to in writing by the Company, Parent and its Subsidiaries shall not except as set forth in Schedule 4.2 of the Parent Disclosure Schedule, directly or indirectly:

(a) Amend the Parent Charter or bylaws or equivalent organizational documents, or amend its Subsidiaries’ Charter or bylaws or equivalent organizational documents;

(c) Declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock or its Subsidiaries’;

(d) Acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division or line of business;

(e) Modify its current investment policies or investment practices in any material respect except to accommodate changes in applicable Law or consummate the Merger;

(f) Transfer, sell, lease, mortgage, or otherwise dispose of or subject to any Lien any of its assets, including capital stock other than in the ordinary course of business consistent with past practice;

(g) Except as may be required as a result of a change in Law or in generally accepted accounting or actuarial principles, make any change to the accounting practices or principles or reserving or underwriting practices or principles used by it;

(h) Settle or compromise any pending or threatened suit, action or claim involving a payment by Parent or its Subsidiary in excess of $10,000;

(i) Adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Parent or its Subsidiaries;

(j) Fail to use commercially reasonable efforts to maintain in full force and effect the existing insurance policies covering Parent or its Subsidiaries, or their respective properties, assets and businesses or comparable replacement policies;

(k) Authorize or make capital expenditures;

(l) (i) Make any material Tax election or settle or compromise any material federal, state, local or foreign Tax liability, change any annual tax accounting period, change any material method of Tax accounting, enter into any closing agreement relating to any Tax, or surrender any right to claim a Tax refund or (ii) consent, without providing advance notice to the Company, to any extension or waiver of the limitations period applicable to any Tax claim or assessment;

(m) Reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock, stock options or debt securities, or the capital stock, stock options or debt securities of its Subsidiaries;

(n) (i) Repay or retire any indebtedness for borrowed money or repurchase or redeem any debt securities; (ii) incur any indebtedness for borrowed money or issue any debt securities; or (iii) assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans, advances or capital contributions to, or investments in, any other Person, other than providers of Parent in the ordinary course of business consistent with past practice; provided, however, that Parent may undertake and consummate one private placements of its Common Stock prior to the Closing Date upon terms acceptable to it, after consultation with the Members; provided further, however, that: (a) the gross proceeds of such private placement are equal to $1,000,000, (b) Parent shall use commercially reasonable efforts to ensure that the per share consideration received for any equity securities offered or sold in such private placement is not less than $.10 per share of Parent’s Common Stock and (c) the net proceeds of such private placement are used solely to provide working capital to the Company;

(o) Except as set forth in Section 4.2 of the Parent Disclosure Schedule, enter into or renew, extend, materially amend or otherwise materially modify (i) any material contract, or (ii) any other contract or agreement (with “ other contract or agreement ” being defined for the purposes of this subsection as a contract or agreement which involves Parent incurring a liability in excess of $10,000 and which is not terminable by Parent without penalty upon one year or less notice);

(p) Except as set forth in Section 4.2 of the Parent Disclosure Schedule and except to the extent required under this Agreement or pursuant to applicable law, increase the compensation or fringe benefits of any of its directors, officers or employees, except for increases in salary or wages of officers and employees of Parent in the ordinary course of business in accordance with past practice, or grant any severance or termination pay not currently required to be paid under existing severance plans or enter into, or amend, any employment, consulting or severance agreement or arrangement with any present or former director, officer or other employee of Parent, or establish, adopt, enter into or amend or terminate any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, welfare, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or employees, except for any plan amendments to comply with Section 409A of the Code (provided that any such amendments shall not materially increase the cost of such plan to Parent);

(q) Take or fail to take any action that would prevent the Merger from qualifying as reorganization within the meaning of Section 368(a) of the Code;

(r) Pay, discharge or satisfy any claims, liabilities or obligations (absolute accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business and consistent with past practice, of liabilities reflected or reserved against in the financial statements of Parent or incurred in the ordinary course of business and consistent with past practice;

(s) Enter into any transaction with, or enter into any agreement, arrangement, or understanding with any of Parent’s affiliates that would be required to be disclosed pursuant to Item 404 of SEC Regulation S-K; or

(t) Take, or offer or propose to take, or agree to take in writing or otherwise, any of the actions described in Sections 4.2 (a) through 4.2 (s) or any action which would result in any of the conditions set forth in Article IV not being satisfied or would materially delay the Closing.

4.3 Operational Matters . From the date of this Agreement until the Effective Time, at the request of Parent, senior management of Company shall (a) confer on a regular and frequent basis with Parent and (b) report to Parent on operational matters. Company shall file or furnish all reports, communications, announcements, publications and other documents required to be filed or furnished by it with all Governmental Entities between the date of this Agreement and the Effective Time and Company shall (to the extent any report, communication, announcement, publication or other document contains any statement relating to this Agreement or the Merger, and to the extent permitted by law or regulation) consult with Parent for a reasonable time before filing or furnishing any such report, communication, announcement, publication or other document and mutually agree upon any such statement and deliver to Parent copies of all such reports, communications, announcements, publications and other documents promptly after the same are filed or furnished. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the operations of Company prior to the Effective Time. Prior to the Effective Time, each of Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its respective businesses and operations.

ARTICLE V

REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY

Subject to the exceptions set forth in the schedules of the Company delivered by the Company to Parent and the Merger Subsidiary concurrently with this Agreement (the “ Company Disclosure Schedule ”), as a material inducement to Parent and the Merger Subsidiary to enter into this Agreement, the Company, Brian Norcross, Max Mayfield, Matthew Straeb, and Robert Adams, jointly and severally, represent and warrant to Parent as follows:

5.1 Organization and Power; Subsidiaries and Investments . The Company is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Company is each qualified to do business as foreign entities and are in good standing in the jurisdictions listed on the attached Schedule 5.1 , which jurisdictions constitute all of the jurisdictions in which the ownership of properties or the conduct of the Business requires the Company to be so qualified except where the failure to be qualified would not result in a Material Adverse Effect. The Company has all requisite corporate power and authority to own their assets and carry on their business as now conducted. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the other agreements contemplated hereby and to perform its obligations hereunder and thereunder. The articles of formation and operating agreement of the Company, which have previously been furnished to Parent, reflect all amendments thereto and are correct and complete in all respects. The Company has no Subsidiaries and the Company does not own or control (directly or indirectly) any partnership interest, joint venture interest, equity participation or other security or interest in any Person.

5.2 Authorization . The execution, delivery and performance by the Company of this Agreement, the other agreements contemplated hereby and each of the transactions contemplated hereby or thereby have been duly and validly authorized by the Company and no other act or proceeding on the part of the Company, its boards of managers or Members is necessary to authorize the execution, delivery or performance by the Company of this Agreement or any other agreement contemplated hereby or the consummation of any of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by the Company and this Agreement constitutes, and the other agreements contemplated hereby upon execution and delivery by the Company will each constitute, a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing.

5.3 Capitalization . Schedule 5.3 attached hereto accurately sets forth the authorized and outstanding equity of the Company and the name and number of membership interest held by each member thereof. All of the issued and outstanding membership interests of the Company have been duly authorized, are validly issued, fully paid and nonassessable and none were issued in violation of the preemptive rights of any Person. No other class of capital stock of the Company is authorized or outstanding. Except as set forth in Schedule 5.3 , there are no outstanding or authorized options, warrants, rights, contracts, pledges, calls, puts, rights to subscribe, conversion rights or other agreements or commitments to which the Company is a party or which is binding upon the Company providing for the issuance, disposition or acquisition of any of its equity or any rights or interests exercisable therefor. There are no outstanding or authorized equity appreciation, phantom stock or similar rights with respect to the Company.

5.4 No Breach . Except as set forth on Schedule 5.4 attached hereto, and as would not have a Material Adverse Effect, the execution, delivery and performance by the Company of this Agreement and the other agreements contemplated hereby and the consummation of each of the transactions contemplated hereby or thereby will not (a) violate, result in any breach of, constitute a default under, result in the termination or acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under the articles of formation or operating agreement of the Company, any material Law, any material Order or any material Contract to which the Company or its Assets is bound; (b) result in the creation or imposition of any Lien (other than a Permitted Lien) upon any Assets or any of the equities of the Company or its Subsidiaries; or (c) require any material authorization, consent, approval, exemption or other action by or notice to any Governmental Agency or other Person under the provisions of any material Law, material Order or any material Contract by which the Company or its Subsidiaries or any of their respective Assets is bound.

5.5 Financial Statements .

(a) Each of the Financial Statements when delivered will be accurate and complete in all material respects and will present fairly in all material respects the financial condition, results of operations and cash flows of the Company throughout the periods covered thereby and will have been prepared in accordance with GAAP consistently applied throughout the periods indicated. The representations and warranties contained in this Section 5.5 (a) shall only become effective as to each Financial Statement as and when the Company delivers such Financial Statement to Parent and indicates that it is acceptable for inclusion in the Proxy Statement.

(b) There has not been, since September 8, 2007, nor to the Company’s Knowledge is there pending, any material change in accounting requirements or principals imposed on the Company.

5.6 Absence of Certain Developments . Except as set forth in Schedule 5.6 attached hereto, since September 8, 2007, the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course of business consistent with past custom and practice, and neither the Company nor its Subsidiaries has:

(a) Suffered a Material Adverse Effect;

(b) Sold, leased, assigned, lic

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