AGREEMENT AND PLAN OF MERGER

THE SECURITIES TO WHICH THIS AGREEMENT AND PLAN OF MERGER RELATES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER is made effective as of the 27th of March, 2008

AMONG:

ANGSTROM TECHNOLOGIES CORP. , a publicly held Nevada corporation

(“ ATC ”)

AND:

ANGSTROM MICROSYSTEMS, INC. , a privately held, Delaware corporation

(“AMI”)

AND:

ANGSTROM ACQUISITION CORP. , a privately held, Delaware corporation

(“ATC Sub”)

WHEREAS:

A.

ATC Sub is a wholly-owned subsidiary of ATC;

B.

The board of directors of each of ATC and AMI deem it advisable and in the best interests of their respective companies and shareholders that AMI be merged (the “Merger” ) with and into ATC Sub, with AMI remaining as the surviving corporation under the name "Angstrom Microsystems, Inc.";

C.   For federal income tax purposes, ATC, ATC Sub and AMI intend that the Merger qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code” ), and that this Agreement shall be, and hereby is, adopted as a plan of reorganization for purposes of Section 368(a) of the Code; and

D.

 The boards of directors of each of ATC, ATC Sub and AMI have approved this Agreement and Plan of Merger (the “Agreement”) and the transactions contemplated hereby; and

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree each with the other as follows:

1.

DEFINITIONS

1.1

Definitions . The following terms have the following meanings, unless the context indicates otherwise:

(a)

“ Agreement ” means this Agreement, and all the exhibits, schedules and other documents attached to or referred to in this Agreement, and all amendments and supplements, if any, to this Agreement;

(b)

“ AMI ” has the meaning ascribed to it in the preamble to this Agreement;

(c)

“ AMI Common Stock ” has the meaning ascribed to such term in Section  3.3 hereof;

(d)

“ AMI Financial Statements ” means the financial statements of AMI included in Schedule 10 hereto and forming part of this Agreement;

(e)

“ AMI Preferred Stock ” has the meaning ascribed to such term in Section 3.3 hereof;

(f)

“ AMI Shares ” means the 5,003,013 shares of AMI Common Stock and 1,295,001 shares of AMI Preferred Stock held by the Shareholders, being all of the issued and outstanding securities of AMI beneficially held, either directly or indirectly, by the Shareholders;

(g)

“ Applicable Securities Legislation ” means all applicable securities legislation in all jurisdictions relevant to the issuance of the ATC Shares;

(h)

“ ATC ” has the meaning ascribed to it in the preamble to this Agreement;

(i)

“ ATC Common Stock ” has the meaning ascribed to it in Section 3.3 hereto;

(j)

“ ATC Shares ” means up to 6,927,816 fully paid and non-assessable shares of the common stock of ATC to be issued to the Shareholders on the Closing Date;

(k)

“ ATC Warrants ” has the meaning ascribed to it in Section 4.4 hereto;

(l)

“ ATC Stock Options ” means the 667,700 incentive stock options to be granted by ATC to the optionees listed in Schedule 1 hereto pursuant to the 2008 Incentive Stock Option Plan;

(m)

“ Closing ” means  the completion of the Transaction, in accordance with Section 6 hereof, at which time the Closing Documents will be exchanged by the parties, except for those documents or other items specifically required to be exchanged at a later time;

(n)

“ Closing Date ” means March 31, 2008, or a date mutually agreed upon by the parties hereto;

(o)

“ Closing Documents ” means the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement;

(p)

“ Code ” has the meaning ascribed to such term in Recital C hereto;

(q)

“ Jain ” means Lalit Jain;

(r)

“ Loss ” means  any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs, and expenses, including without limitation, interest, penalties, fines and reasonable attorneys, accountants and other professional fees and expenses, but excluding any indirect, consequential or punitive damages suffered by any person or entity including damages for lost profits or lost business opportunities;

(s)

“ Merger ” has the meaning ascribed to such term in Recital B hereto;

(t)

“ Merger Consideration ” has the meaning ascribed to such term in Section 2.2(e) hereto;

(u)

“ Optionholders ” means the optionholders of AMI listed in Schedule 1 hereto;

(v)

“ OTC Bulletin Board ” means the NASDAQ over-the-counter bulletin board;

(w)

“Person” shall mean any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, institution, government, entity or government or any group comprised of one or more of the foregoing.

(x)

“ Patents ” means the patents listed in Schedule 13 hereto;

(y)

“ Proposed Financing ” has the meaning ascribed to such term in Section 3.21 hereto;

(z)

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

(aa)

“ SEC Reports ” means the periodic and current reports filed by ATC with the SEC pursuant to the 1934 Act;

(bb)

“ Shareholders ” means the Shareholders of AMI listed in Schedule 1 hereto;

(cc)

“ Surviving Corporation ” has the meaning ascribed to such term in Section 2.1 hereto;

(dd)

“ Taxes ” means  any  federal,  state, local, or foreign income, gross receipts,  license,  payroll,  employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Internal Revenue Code  59A),  customs  duties,  capital  stock,  franchise, profits, withholding, social  security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty,  or  addition  thereto,  whether  disputed  or  not  and  including any obligations  to indemnify or otherwise assume or succeed to the Tax liability of any  other  Person.

(ee)

“ Tax  Return ”  means  any  return,  declaration,  report,  claim  for refund, or information  return  or  statement  relating to Taxes, including any schedule or attachment  thereto,  and  including  any  amendment  thereof;

(ff)

“ Transaction ” means the merger of ATC Sub into AMI and the issuance of the ATC Shares to the Shareholders;

(gg)

“ Transmittal Documents ” has the meaning ascribed to such term in Section 2.3 hereto;

(hh)

“ 2008 Incentive Stock Option Plan ” means ATC’s 2008 Incentive Stock Option Plan in the form attached as Schedule 12 hereto;

(ii)

“ 1933 Act ” means the United States Securities Act of 1933, as amended;

(jj)

“ 1934 Act ” means the United States Securities Exchange Act of 1934, as amended; and,

(kk)

Schedules.  The following schedules are attached to and form part of this Agreement:

1.2

Currency. All dollar amounts referred to in this Agreement are in United States funds, unless expressly stated otherwise.

2.

MERGER TRANSACTION

2.1

Merger. On and subject to the terms and conditions of this Agreement, ATC Sub will merge with and into AMI at the Effective Time (as defined below).  AMI shall be the corporation surviving the Merger (the “ Surviving Corporation ”).  

2.2

Effect of Merger.

(a)

General .  The Merger shall become effective on the date and at the time (the “ Effective Time ”) AMI and ATC Sub file the Certificate of Merger with the State of Delaware.  The Merger shall have the effect set forth in the General Corporation Law of the State of Delaware.  The Surviving Corporation may, at any time after the Effective Time, take any action (including executing and delivering any document) in the name and on behalf of either AMI or ATC Sub in order to carry out and effectuate the transactions contemplated by this Agreement.   

(b)

Certificate of Incorporation .   The Certificate of Incorporation of Surviving Corporation shall be the Amended and Restated Certificate of Incorporation of AMI immediately prior to the Effective Time.  

(c)

Bylaws .  The Bylaws of Surviving Corporation shall be the Bylaws of AMI immediately prior to the Effective Time.

(d)

Directors and Officers .  The directors and officers of AMI shall be and remain the directors and officers of Surviving Corporation at and as of the Effective Time, each holding the office with the Surviving Corporation that he or she held with AMI immediately prior to the Effective Time.

(e)

Conversion of Securities .  At and as of the Effective Time, the AMI Shares shall be converted into the right to receive ATC Shares (for each Shareholder a fractional share resulting from conversion of its aggregate holdings will be rounded up to the nearest whole share) which ATC Shares will be issued to the Shareholders on a basis of 1.1 ATC Shares for each AMI Share held (the “ Merger Consideration ”).  No AMI securities shall be deemed to be outstanding or to have any rights other than those described and provided for in this Section 2 at and after the Effective Time.

(f)

Termination of Options to Purchase AMI Shares .  At and as of the Effective Time, each outstanding option or right to purchase or acquire any securities of AMI to which AMI is a party shall terminate and no longer represent any right to purchase any securities of AMI, ATC or ATC Sub.  

(g)

Conversion of ATC Sub Securities .  At and as of the Effective Time, all ATC Sub securities shall be converted into 1,000 shares of common stock of the Surviving Corporation, as such are constituted immediately following the Effective Time, and shall be registered in the name of ATC.

(h)

Dissenting Shares.   Each outstanding AMI share, the holder of which has not approved the Transaction and demanded and perfected its demand for payment of the fair value of its shares in accordance with applicable corporate laws (“ Appraisal Rights ”) and has not effectively withdrawn or lost its right to such payment (“ Dissenting Shares ”) shall not be converted into or represent a right to receive ATC Shares pursuant to Section 2.2(e) hereof, and the holder thereof shall be entitled only to such rights as are granted by the Appraisal Rights.  Each holder of Dissenting Shares who becomes entitled to payment for its AMI Shares pursuant to Appraisal Rights shall receive payment therefor from the Surviving Corporation (but only after the amount thereof shall have been agreed upon or finally determined pursuant to the Appraisal Rights).

(i)

Effect of Merger.  On the Effective Date, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of AMI and ATC Sub; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of AMI or ATC Sub on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed, title to any real estate, or any interest therein vested in AMI or ATC Sub, shall not revert or in any way be impaired by reason of this merger; and all of the rights of creditors of AMI and ATC Sub shall be preserved unimpaired, and all liens upon the property of AMI and ATC Sub shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it.

2.3

Procedure for Exchange of Shares.   Immediately after the Effective Time, ATC shall mail or cause to be mailed by mail or courier to the Shareholders (excluding the holders of Dissenting Shares) at their addresses as they appear on the books and records of AMI the following documents (the “ Transmittal Documents ”): (i) a letter of transmittal for the Shareholders to use in surrendering the certificates representing their AMI Shares in exchange for certificates representing the ATC Shares to which they are entitled pursuant to the conversion under Section 2.2(e) hereof; (ii) instructions for effecting the surrender of such AMI Shares in exchange for the Merger Consideration; (iii) an accredited investor certificate in the form attached as Schedule 7 to this Agreement; and (iv) a lock up agreement in substantially the form attached as Schedule 16 hereto. The ATC Shares to be issued to the Shareholders shall be, as of the Effective Time, fully paid and non-assessable and shall be issued by the ATC upon ATC’s receipt of the respective Shareholder’s duly executed Transmittal Documents pursuant to a safe harbor from the prospectus and registration requirements of the 1933 Act. All certificates representing the ATC Shares, when issued in accordance with the terms of this Agreement, will be endorsed with restrictive legends substantially in the same form as the following legend pursuant to the 1933 Act, in order to reflect the fact that these are restricted securities and will be issued to the Shareholders pursuant to a safe harbor from the registration requirements of the 1933 Act:

“NONE OF THE SECURITIES REPRESENTED HEREBY  HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WERE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.”

2.4

No Fractional Shares of ATC Common Stock.  No certificates or scrip or shares of ATC Common Stock representing fractional shares of ATC Common Stock or book-entry credit of the same shall be issued upon the surrender for exchange of the AMI Shares.

2.5

Restricted Shares. AMI acknowledges that the ATC Shares issued pursuant to the terms and conditions set forth in this Agreement will have such hold periods as are required under Applicable Securities Legislation and as a result may not be sold, transferred or otherwise disposed of, except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with all Applicable Securities Legislation.

2.6

Lost Certificates. If any certificate for AMI Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed and, if required by ATC, the posting by such Person of a bond in such reasonable amount as ATC may direct as indemnity against any claim that may be made against it with respect to such certificate, ATC will deliver in exchange for such lost, stolen or destroyed certificate the applicable Merger Consideration with respect to the shares of AMI Common Stock formerly represented thereby.

2.7

 Further Assurances. After the Effective Time, the officers and directors of the Surviving Corporation will be authorized to execute and deliver, in the name and on behalf of ATC, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of ATC, any other actions and things to vest, perfect or confirm of record or otherwise in the Surviving Corporation

any and all right, title and interest in, to and under any of the rights, properties or assets acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger.

3.

REPRESENTATIONS AND WARRANTIES OF AMI

Except as set forth in the disclosure schedules attached hereto, and except as disclosed in the AMI Financial Statements, AMI represents and warrants to ATC, and acknowledges that ATC is relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of ATC, as follows:

3.1

Organization and Good Standing. AMI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and to carry on its business as now being conducted.  

3.2

Authority. AMI has all requisite corporate power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement (collectively, the “ AMI Documents ”) to be signed by AMI and to perform its obligations hereunder and to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement by AMI and the consummation by AMI of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of AMI, subject to approval by its stockholders.  This Agreement has been, and the other AMI Documents when executed and delivered by AMI will be, duly executed and delivered by AMI and this Agreement is, and the other AMI Documents when executed and delivered by AMI as contemplated hereby will be, valid and binding obligations of AMI enforceable in accordance with their respective terms except:

(a)

as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally;

(b)

as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and

(c)

as limited by public policy.

3.3

Capitalization of AMI . The entire authorized capital stock and other equity securities of AMI consists of: (i) 5,003,013 shares of common stock, par value $0.01  (the “ AMI Common Stock ”), and (ii) 1,295,001 Class A convertible preferred stock, par value $0.01, (the “ AMI Preferred Stock ”), issued and outstanding as of the date of this Agreement.  All of the issued and outstanding AMI Shares have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with the general corporate laws of the State of Delaware and its articles and bylaws.  There are no agreements to which AMI is a party purporting to restrict the transfer of the AMI Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the AMI Common Stock.  

3.4

Shareholders of AMI. The Shareholders, as listed in Schedule 1 to this Agreement, are the only registered holders of the AMI Shares.

3.5

Directors and Officers of AMI . The duly elected or appointed directors and officers of AMI are as set out in Schedule 2 to this Agreement.

3.6

 Subsidiary.  Other than Unified Access Communications, Inc., AMI has no subsidiaries.

3.7

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will:

(a)

conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of AMI under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other material agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to AMI, or any of its material property or assets;

(b)

violate any provision of the articles or bylaws of AMI; or

(c)

violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to AMI or any of its material property or assets.

3.8

Actions and Proceedings. To the best knowledge of AMI, except as listed on Schedule 14 hereto, there is no action, suit, judgment, claim, demand or proceeding, outstanding or pending, or threatened against or affecting AMI or its subsidiaries, or which involves any of the business, or the properties or assets of AMI that, if adversely resolved or determined, would have a material adverse effect on the business, operations, assets, properties, prospects, or conditions of AMI taken as a whole (an “ AMI Material Adverse Effect ”).

3.9

Compliance .

(a)

To the best knowledge of AMI, AMI and its subsidiaries are in compliance with, are not in default or violation in any material respect under, and have not been charged with or received any notice at any time of any material violation of any statute, law, ordinance, regulation, rule, decree or other applicable regulation to the business or operations of AMI;

(b)

To the best knowledge of AMI, neither AMI nor its subsidiaries are subject to any judgment, order or decree entered in any lawsuit or proceeding applicable to its business and operations that would constitute a AMI Material Adverse Effect, except as listed on Schedule 14; and

(c)

To the best knowledge of AMI, AMI and its subsidiaries have operated in material compliance with all laws, rules, statutes, ordinances, orders and regulations applicable to its business. AMI has not received any notice of any violation thereof, nor is AMI aware of any valid basis therefore.

3.10

Filings, Consents and Approvals. To the best knowledge of AMI, no filing or registration with, no notice to and no permit, authorization, consent, or approval of any public or governmental body or authority or other person or entity is necessary for the consummation by AMI of the Transaction contemplated by this Agreement or to enable AMI to continue to conduct its business after the Closing Date in a manner which is consistent with that in which the business is presently conducted.

3.11

Absence of Undisclosed Liabilities.  Except as disclosed in this Agreement or in the AMI Financial Statements, AMI does not have any liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise that could in the aggregate exceed $ 50,000, which have not heretofore been paid or discharged, other than in the ordinary course of business.

For purposes of this Agreement, the term “ liabilities ” includes, any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured.

3.12

Absence of Changes. Except as disclosed in this Agreement, in Schedule 6 or in the AMI Financial Statements, since March 26, 2008, AMI has not:

(a)

failed to pay or discharge when due any liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties;

(b)

sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice;

(c)

created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of AMI to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever;

(d)

made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business;

(e)

declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities;

(f)

suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects;

(g)

suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise);

(h)

received notice or had knowledge of any actual or threatened labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects;

(i)

made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000, except such as may be involved in ordinary repair, maintenance or replacement of its assets;

(j)

other than in the ordinary course of business, increase the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or

loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled other than to increase salaries of certain employees to market rates in accordance to the projections previously provided ATC by AMI; or

(k)

agreed, whether in writing or orally, to do any of the foregoing.

3.13

Personal Property. AMI possess, and has good and marketable title of all property necessary for the continued operation of the business of AMI and as presently conducted and as represented to ATC.  All such property is used in the business of AMI. All such property is in reasonably good operating condition, and is reasonably fit for the purposes for which such property is presently used. All material equipment, furniture, fixtures and other tangible personal property and assets owned or leased by AMI are owned by AMI free and clear of all liens, security interests, charges, encumbrances, and other adverse claims, except as disclosed in Schedule 6 to this Agreement.

3.14

Intellectual Property.   AMI does not have any intellectual property other than as disclosed on Schedule 9.

3.15

Real Property. AMI does not own any real property but has a month to month lease on its office space. Each of the leases, subleases, claims, capital expenditures, Taxes or other real property interests (collectively, the “ Leases ”) to which AMI is a party or is bound, as set out in Schedule 5 to this Agreement, is legal, valid, binding, enforceable and in full force and effect in all material respects.  The Leases will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms on the Closing Date.  AMI has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or the leasehold property pursuant thereto.

3.16

Material Contracts and Transactions. Schedule 6 to this Agreement lists each material contract, agreement, license, permit, arrangement, commitment, instrument or contract to which AMI is a party (each, a “ Contract ”).  Subject to Section 6.2(p) hereof, the continuation and validity of each Contract will in no way be affected by the consummation of the Transaction contemplated by this Agreement. There exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any Contract.

3.17

Certain Transactions. AMI is not a guarantor or indemnitor of any indebtedness of any third party, including any person, firm or corporation.

3.18

No Brokers. AMI has not incurred any obligation or liability to any party for any brokerage fees, agent’s commissions, or finder’s fees in connection with the Transaction contemplated by this Agreement.

3.19

Completeness of Disclosure. No representation or warranty by AMI in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to ATC pursuant hereto contains or will contain any untrue statement of a material fact.

3.20

Financial Condition . AMI has delivered all financial statements required under applicable securities laws to be filed by ATC in connection with the Transaction, which information is true in all material respects.

3.21

Proposed Financing.   AMI hereby acknowledges that they are aware ATC has approved a private placement offering of up to 1,500,000 units at a price of US$1.00 for gross proceeds of up to $1,500,000, with each consisting of one share of ATC Common Stock and one share purchase warrant

entitling the holder to purchase an additional share for up to two years following closing at a price of $1.20, which is intended to be completed following the execution of this Agreement (the “ Proposed Financing ”).

4.

REPRESENTATIONS AND WARRANTIES OF ATC AND ATC SUB

Each of ATC and ATC Sub represent and warrant to AMI and acknowledges that AMI is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of AMI, as follows:

4.1

Organization and Good Standing.

(a)

ATC is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada and has the requisite corporate power and authority to own, lease and carry on its business as it is now being conducted.  There is no pending or threatened proceeding for the dissolution or liquidation of ATC.

(b)

ATC Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.  ATC Sub was formed solely for the purpose of the Merger and has no business, assets, liabilities, contracts or commitments other than as set forth in this Agreement.  There is no pending or threatened proceeding for the dissolution or liquidation of ATC Sub.

(c)

Except for ATC Sub, ATC (i) does not, directly or indirectly, own any interest in any corporation, partnership, joint venture, limited liability company, or other Person, and (ii) is not subject to any obligation or requirement to provide funds to or to make any investment (in the form of a loan, capital contribution or otherwise) in any Person.  

(d)

ATC is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it makes such qualification or licensing necessary, except for any such jurisdiction where the failure to so qualify or be licensed, individually and in the aggregate for all such jurisdictions, would not reasonably be expected to have an ATC Material Adverse Effect.

(e)

ATC has provided complete and accurate copies of the Articles of Incorporation and Bylaws of ATC and ATC Sub, as currently in effect, and minutes and other records of the meetings and other proceedings of the Board of Directors and stockholders of ATC.  Neither the ATC nor ATC Sub is in violation of any provisions of its Articles of Incorporation or Bylaws.

4.2

Authority.  

(a)

Each of ATC and ATC Sub has the requisite corporate power and authority to enter into this Agreement, to perform its obligations thereunder, and to consummate the transactions contemplated thereby.  The execution and delivery of this Agreement and any other document contemplated by this Agreement (collectively, the “ ATC Documents ”) by ATC and ATC Sub and the consummation by ATC and ATC Sub of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of ATC and ATC Sub.  This Agreement has been duly executed and delivered by ATC and ATC Sub and constitutes a legal, valid and binding obligation of ATC and ATC Sub, enforceable against each of them in accordance with its terms, except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally; (ii) as limited by laws relating to the availability of

specific performance, injunctive relief, or other equitable remedies; and, (iii) as limited by public policy..  No vote or approval of the shareholders of ATC is required in connection with the Merger.

(b)

The execution and delivery by ATC and ATC Sub of this Agreement does not, and the consummation of the transactions contemplated thereby will not, (i) conflict with, or result in a violation of, any provision of bylaws or other charter documents of ATC or ATC Sub, (ii) constitute or result in a breach of or default (or an event which with notice or lapse of time, or both, would constitute a default) under, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination, cancellation or acceleration of any obligation or a loss of a benefit under, any note, bond, mortgage, indenture, deed of trust, lease, permit, concession, franchise, license, agreement or other instrument or obligation to which ATC is a party or to which the properties or assets of the ATC or ATC Sub are subject, (iii) create any lien upon any of the properties or assets of ATC or ATC Sub, or (iv) constitute, or result in, a violation of any law applicable to ATC or ATC Sub or any of the properties or assets of either of them.

(c)

No consent, approval, order or authorization of, notice to, registration or filing with any governmental authority or other Person is necessary in connection with the execution and delivery of this Agreement by ATC and ATC Sub or the consummation by the ATC and ATC Sub of the transactions contemplated by this Agreement, except for (i) filing of the Certificate of Merger with the Delaware Secretary, (ii) the filing of a Form D and related state securities law notices in connection with the issuance of ATC Common Stock in connection with the Merger and (iii) the filing of a current report on Form 8-K with the SEC announcing completion of the Merger.  

4.3

Maximum Liabilities.  Immediately prior to Closing, other than professional fees, ATC will not have any liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise that could in the aggregate exceed $165,000, which have not been paid or discharged at that time.

4.4

Capitalization of ATC.

(a)

The authorized capital stock of ATC consists of  150,000,000 shares of common stock with a par value of $0.001 (the “ ATC Common Stock ”).  The issued and outstanding capital stock of ATC consists entirely of 16,052,000 shares of ATC Common Stock.  All issued and outstanding shares of ATC Common Stock are validly issued and outstanding, fully paid and nonassessable and free of preemptive rights.  There are ATC warrants issued to purchase 2,100,000 shares of ATC common stock at an exercise price of $0.12 per share (the “ ATC Warrants ”).  There are no other outstanding options, warrants, subscription rights (including any preemptive rights), calls, or commitments, or convertible notes or instruments of any character whatsoever to which ATC is a party or is bound, requiring or which could require the issuance, sale or transfer by ATC of any shares of capital stock of ATC or any securities convertible into or exchangeable or exercisable for, or rights to purchase or otherwise acquire, any shares of capital stock of ATC.  There are no stock appreciation rights or similar rights relating to ATC.  Other than the shares to be issued by ATC pursuant to the Proposed Financing, ATC will have issued and outstanding no more than 22,979,816 shares of ATC Common Stock immediately after the issuance of the ATC Shares as contemplated by this Agreement.  Neither ATC nor any of its representatives have received any formal or informal notification from FINRA or other official party or representative that that ATC common stock is not authorized (with or without the passage of time) for continued trading on the OTC Bulletin Board.

(b)

The authorized capital of ATC Sub consists of 3,000 shares of common stock, $0.01 par value per share, of which all 3,000 shares are issued and outstanding and held by the ATC.  Other than such outstanding shares, there are no shares of capital stock or other equity securities of ATC

Sub outstanding and no outstanding options, warrants, subscription rights (including any preemptive rights), calls, or commitments, or convertible notes or instruments of any character whatsoever to which ATC or ATC Sub is a party or is bound, requiring or which could require the issuance, sale or transfer by ATC or ATC Sub of any shares of capital stock of ATC Sub, any securities convertible into or exchangeable or exercisable for, or rights to purchase or otherwise acquire, any shares of capital stock of ATC Sub.  There are no stock appreciation rights or similar rights relating to ATC Sub.

(c)

To the knowledge of ATC, all of the shares of ATC Common Stock issued and outstanding immediately prior to the date of this Agreement have been issued in compliance with 1933 Act and applicable state securities laws in reliance on exemptions from registration or qualification thereunder.

4.5

Duly Authorized.  All of the issued and outstanding shares of ATC Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations.  Other than the share issuances contemplated by this Agreement, there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating ATC to issue any additional shares of ATC Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from ATC any shares of ATC Common Stock as of the date of this Agreement. There are no agreements purporting to restrict the transfer of the ATC Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the ATC Common Stock.

4.6

Ownership of ATC Sub, No Prior Activities .  As of the date hereof and as of the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement and except for this Agreement and any other agreements or arrangements contemplated hereby or thereby, ATC Sub has not and will not have incurred, directly or indirectly, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any person.

4.7

Directors and Officers of ATC. The duly elected or appointed directors and the duly appointed officers of ATC are as listed on Schedule 3 to this Agreement.

4.8

Corporate Records. The books and records of ATC have been maintained and preserved in accordance with applicable regulations and business practices.  The corporate minutes books of ATC and ATC Sub are complete and correct and the minutes and consents contained therein accurately reflect actions taken at a duly called and held meeting or by sufficient consent without a meeting.  All actions by ATC and ATC Sub which required director or shareholder approval are reflected on the respective corporate minute books.

4.9

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of this Transaction will:

(a)

conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of ATC under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to ATC or any of its material property or assets;

(b)

violate any provision of the applicable incorporation or charter documents of ATC; or

(c)

violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to ATC or any of its material property or assets.

4.10

Contracts and Commitments.

(a)

Except for this Agreement and the agreements and transactions specifically contemplated by this Agreement, neither the ATC nor ATC Sub is a party to or subject to, nor plans to enter into:

(i)

  any agreement or other commitments requiring any payments or performance of services by the ATC or ATC Sub;

(ii)

  any agreement or other commitments containing covenants limiting the freedom of the ATC or ATC Sub to compete in any line of business or with any Person or in any geographic location or to use or disclose any information in their possession;

(iii)

  any license agreement (as licensor or licensee) or royalty agreement;

(iv)

  any agreement of indemnification, other than indemnification rights granted in the Bylaws of ATC;

(v)

  any agreement or undertaking pursuant to which ATC is: (A) borrowing or is entitled to borrow any money; (B) lending or has committed itself to lend any money; or (C) a guarantor or surety with respect to the obligations of any Person;

(vi)

  any powers of attorney granted by ATC; and

(vii)

  any leases of real or personal property.

(b)

ATC is not in violation or breach of any contract.  There does not exist any event or condition that, after notice or lapse of time or both, would constitute an event of default or breach under any contract on the part of ATC or, to the knowledge of ATC, any other party thereto or would permit the modification, cancellation or termination of any contract or result in the creation of any lien upon, or any person acquiring any right to acquire, any assets of ATC or ATC Sub.  ATC has not received in writing any claim or threat that ATC or ATC Sub has breached any of the terms and conditions of any contract.

(c)

The consent of, or the delivery of notice to or filing with, any party to a contract is not required for the execution and delivery by ATC of this Agreement or the consummation of the transactions contemplated under the Agreement.

4.11

Validity of ATC Shares. The ATC Shares to be issued to the Shareholders upon consummation of the Transaction in accordance with this Agreement will, upon issuance, have been duly and validly authorized and, when so issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable.   

4.12

Actions and Proceedings. There is no legal action, claim, charge, arbitration, grievance, action, suit, investigation or proceeding by or before any court, arbiter, administrative agency or other governmental authority now (i) pending or, to the knowledge of ATC, threatened against ATC which involves any of the business, or the properties or assets of ATC that, if adversely resolved or determined, would have a material adverse effect on the business, operations, assets, properties, prospects or conditions of ATC taken as a whole (an “ ATC Material Adverse Effect ”) or pending or, to the knowledge of ATC, threatened against any current employee, officer or director of ATC that, in any way relates to ATC.  ATC is not subject to any order, judgment, writ, injunction or decree of any governmental authority..  

4.13

Compliance .

(a)

To the best knowledge of ATC, ATC is in compliance with, is not in default or violation in any material respect under, and has not been charged with or received any notice at any time of any material violation of any statute, law, ordinance, regulation, rule, decree or other applicable regulation to the business or operations of ATC;

(b)

To the best knowledge of ATC, ATC is not subject to any judgment, order or decree entered in any lawsuit or proceeding applicable to its business and operations that would constitute an ATC Material Adverse Effect;

(c)

ATC has duly filed all reports and returns required to be filed by it with governmental authorities and has obtained all governmental permits and other governmental consents, except as may be required after the execution of this Agreement. All of such permits and consents are in full force and effect, and no proceedings for the suspension or cancellation of any of them, and no investigation relating to any of them, is pending or to the best knowledge of ATC, threatened, and none of them will be affected in a material adverse manner by the consummation of the Transaction; and

(d)

ATC has operated in material compliance with all laws, rules, statutes, ordinances, orders and regulations applicable to its business. ATC has not received any notice of any violation thereof, nor is ATC aware of any valid basis therefore.

4.14

Filings, Consents and Approvals. ATC will conduct or obtain any filing, registration, permit or authorization from any public or governmental body or authority or other person that is necessary for the consummation by ATC of the Transaction contemplated by this Agreement and to continue to conduct its business after the Closing Date in a manner which is consistent with that in which it is presently conducted.

4.15

SEC Filings.

(a)

 ATC has furnished or made available to AMI and the Shareholders a true and complete copy of each report, schedule, registration statement and proxy statement filed by ATC with the SEC (collectively, and as such documents have since the time of their filing been amended, the “ ATC SEC Reports ”).  ATC has filed all SEC Reports required by it to be filed with the SEC and such reports have been filed timely or within any period of extension for filing allowed under applicable rules.  The ATC SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the 1934 Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such ATC SEC

Reports or necessary in order to make the statements in such ATC SEC Reports, in light of the circumstances under which they were made, not misleading.    

(b)

Each of the financial statements (including, in each case, any related notes), contained in the ATC SEC Reports, including any ATC SEC Reports filed after the date of this Agreement until the Closing, complied, as of its respective filing date, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and fairly presented the consolidated financial position of ATC as at the respective dates and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount.  

(c)

Between January 1, 2007 and the date hereof, except as disclosed in ATC SEC Reports, there has not been any change in the business, operations or financial condition of ATC that has had or reasonably would be expected to have a material adverse effect on ATC.

(d)

The ATC and ATC Sub do not have any liability or obligation (absolute, accrued, contingent or otherwise) other than those which arose in the ordinary course of their activities or under this Agreement.

4.16

Absence of Undisclosed Liabilities. Except as disclosed in this Agreement, ATC does not have any material liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise that could in the aggregate exceed $165,000, which have not heretofore been paid or discharged.

4.17

Absence of Certain Changes or Events. Except as and to the extent disclosed in the SEC Reports, there has not been:

(a)

an ATC Material Adverse Effect; or

(b)

any material change by ATC in its accounting methods, principles or practices.

4.18

No Subsidiaries. ATC does not have any subsidiaries or agreements of any nature to acquire any subsidiary or to acquire or lease any other business operations.

4.19

Personal Property. There are no fixtures, furniture, equipment, inventory, intellectual property, accounts receivable or other assets other than cash and its interest in this Agreement owned by ATC.  ATC is not a party to any leases for real or personal property.

4.20

Employees and Consultants. ATC does not have any employees or consultants, except as disclosed in the SEC Reports.  No unfair labor practice, or race, sex, age, disability or other discrimination complaint is pending, nor is any such complaint, to the knowledge of ATC, threatened against ATC before the National Labor Relations Board, Equal Employment Opportunity Commission  or any other governmental authority, and no grievance is pending, nor is any grievance, to the knowledge of ATC, threatened against ATC or ATC Sub.

4.21

Material Contracts and Transactions. There are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which ATC is a party.

4.22

No Disagreements with Accountants and Lawyers .  There are no disagreements of any kind presently existing, or reasonably anticipated by ATC to arise, between the accountants, and lawyers formerly or presently employed by ATC, and ATC is current with respect to any fees owed to its accountants and lawyers.

4.23

Transactions With Affiliates and Employees .  None of the current officers or directors of ATC and none of the affiliates or employees of ATC is presently a party to any transaction with ATC (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of ATC, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

4.24

Listing on the OTC Bulletin Board . The ATC Common Stock is quoted on the OTC Bulletin Board and ATC has and continues to satisfy all of the requirements of the OTC Bulletin Board for such listing and for the trading of ATC Common Stock thereunder.  ATC has not been informed, nor does it have any knowledge, that the Financial Industry Regulatory Authority or any other regulatory agency will take action to cease the ATC Common Stock from being quoted on the OTC Bulletin Board.

4.25

No Brokers. ATC has not incurred any obligation or liability to any party for any brokerage fees, agent’s commissions, or finder’s fees in connection with the Transaction contemplated by this Agreement.

4.26

Benefit Plans .  ATC has not adopted nor is it party to any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or director of ATC or any person affiliated with ATC under Section 414(b), (c), (m) or (o) of the Code; provided except to the extent permitted in Section 5.2 hereof.

4.27

Certain Transactions. ATC is not a guarantor or indemnitor of any indebtedness of any third party, including any person, firm or corporation.

4.28

Completeness of Disclosure. No representation or warranty by ATC in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to AMI pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

4.29

Tax Matters.  

(a)

Other than as disclosed to AMI, ATC has filed all Tax Returns and reports that is was required to file under applicable laws and regulations.  All such Tax Returns were correct and complete in all material respects and have been prepared in substantial compliance with all applicable laws and regulations.  All Taxes due and owing by ATC (whether or not shown on any Tax Return) have been paid.  No claim has ever been made by an authority in a jurisdiction where ATC does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.  There are not Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of ATC.  There are no pending audits of notice of returns being audited.  

(b)

ATC has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party.

4.30

SEC Comments .  Except as provided to AMI, ATC has received no comments from SEC with respect to its SEC Reports filed with the SEC.  

5.

CLOSING CONDITIONS

5.1

Conditions Precedent to Closing by ATC. The obligation of ATC to consummate the Transaction is subject to the satisfaction or waiver of the conditions set forth below on or before the Closing Date or such earlier date as hereinafter specified.  The Closing of the Transaction contemplated by this Agreement will be deemed to mean the satisfaction or waiver of all conditions to Closing. These conditions of closing are for the benefit of ATC and may be waived by ATC in its sole discretion.

(a)

Representations and Warranties. The representations and warranties of AMI set forth in this Agreement will be true, correct and complete in all respects as of the Closing Date, as though made on and as of the Closing Date and AMI will have delivered to ATC a certificate dated as of the Closing Date, to the effect that the representations and warranties made by AMI in this Agreement are true and correct.

(b)

Performance. All of the covenants and obligations that AMI is required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been performed and complied with in all material respects.

(c)

Transaction Documents. This Agreement, the AMI Documents and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance reasonably satisfactory to ATC, will have been executed and delivered to ATC by AMI and the Shareholders.

(d)

Approvals.  AMI shall have delivered to ATC minutes of meetings, written consents or other evidence satisfactory to ATC that the board of directors of AMI and Shareholders have approved this Agreement and the Plan of Merger.  On the Closing Date, AMI will take all actions reasonably required to promptly file with the Secretary of State of the State of Delaware the Certificate of Merger.

(e)

Secretary’s Certificate – AMI. AMI will have delivered to ATC a certificate from the Secretary of AMI attaching:

(i)

a copy of AMI’s articles, bylaws and all other incorporation documents, as amended through the Closing Date, and,

(ii)

copies of resolutions duly adopted by the board of directors of AMI approving the execution and delivery of this Agreement and the consummation of the transactions contemplated herein.

(f)

Third Party Consents. AMI will have delivered to ATC duly executed copies of all third party consents and approvals required by this Agreement to be obtained by AMI, in form and substance reasonably satisfactory to ATC.

(g)

Shareholder Approval .  AMI will have obtained the required Shareholder approvals required by the Transaction in form and substance reasonably satisfactory to ATC.

(h)

Regulatory Approvals and Consents.  AMI will have obtained all approvals and consents required to carry out the Transaction, in form and substance reasonably satisfactory to ATC.

(i)

No Material Adverse Change. No AMI Material Adverse Effect will have occurred since the date of this Agreement.

(j)

No Action . No suit, action, or proceeding will be pending or threatened which would:

(i)

prevent the consummation of any of the transactions contemplated by this Agreement, or,

(ii)

cause the Transaction to be rescinded following consummation.

(k)

Outstanding Securities. AMI will have no more than 5,003,013 shares of AMI Common Stock and 1,295,001 shares of AMI Preferred Stock issued and outstanding on the Closing Date.

(l)

Public Disclosure. AMI will have delivered substantive information about its assets and personnel satisfactory to ATC for completion of its public disclosure of the Transaction details.

(m)

Director Appointments.   Alpha Pang shall have appointed one nominee to the board of ATC at Closing or within 15 business days thereafter subject to applicable securities laws, provided that at Closing the total number of board members of ATC shall not exceed four.

(n)

Compliance with Securities Laws. AMI will have delivered evidence satisfactory to ATC that the AMI Shares issuable in the Transaction will be issuable without registration pursuant to the 1933 Act and the Applicable Securities Legislation in reliance on a safe harbor from the registration requirements of the 1933 Act and the Applicable Securities Legislation.

(o)

Financial Statements.  AMI will have delivered all financial statements of AMI prepared in US GAAP required to be filed by ATC under Applicable Securities Legislation.

(p)

AMI Debts. At the Closing AMI shall have no liabilities, other than those in the ordinary course of business other than as disclosed in the Schedules hereto outstanding.

(q)

AMI Patents. Jain shall have used his best efforts to license the Patents to ATC in form and substance reasonably satisfactory to ATC.

5.2

Conditions Precedent to Closing by AMI. The obligation of AMI to consummate the Transaction is subject to the satisfaction or waiver of the conditions set forth below on or before the Closing Date or such earlier date as hereinafter specified.  The Closing of the Transaction will be deemed to mean the satisfaction or waiver of all conditions to Closing. These conditions precedent are for the benefit of AMI and may be waived by AMI in its discretion.

(a)

Representations and Warranties. The representations and warranties of ATC and ATC Sub set forth in this Agreement will be true, correct and complete in all respects as of the Closing Date, as though made on and as of the Closing Date and ATC and ATC Sub will have

delivered to AMI a certificate dated the Closing Date, to the effect that the representations and warranties made by ATC and ATC Sub in this Agreement are true and correct.

(b)

Performance. All of the covenants and obligations that ATC is required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been performed and complied with in all material respects. ATC and ATC Sub must have delivered each of the documents required to be delivered by it pursuant to this Agreement.

(c)

Compliance.  Upon the closing of this Agreement, ATC will be in compliance with its reporting requirements under the 1934 Act.

(d)

Transaction Documents. This Agreement, the ATC Documents, the employment agreement with Jain and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance reasonably satisfactory to AMI, will have been executed and delivered to AMI by ATC and ATC Sub.

(e)

Secretary’s Certificate – ATC and ATC Sub. Each of ATC and ATC Sub will have delivered to AMI a certificate from their respective Secretary attaching:

(i)

a copy of the articles of incorporation, bylaws and all other incorporation documents, as amended through the Closing Date, and

(ii)

copies of resolutions duly adopted by the boards of directors of ATC and ATC Sub and copies of consents of the shareholder of ATC Sub approving the execution and delivery of this Agreement and the consummation of the transactions contemplated herein.

(f)

Approvals.  ATC and ATC Sub shall have delivered to AMI minutes of meetings, written consents or other evidence satisfactory to AMI that the board of directors of ATC and ATC Sub have approved this Agreement and the Plan of Merger and ATC, as sole stockholder of ATC Sub, has approved the Plan of Merger and Certificate of Merger.  On the Closing Date, AMI and ATC Sub are taking all actions reasonably required to promptly file with the Secretary of State of the State of Delaware the Certificate of Merger.

(g)

Director Appointments.   On the Closing Date: Lalit Jain (“ Jain ”) shall be appointed to the board of ATC, and Jain shall have appointed one nominee to the board of ATC or within 15 business days thereafter subject to applicable securities laws, provided that at Closing the total number of board members of ATC shall not exceed four.

(h)

No Material Adverse Change. No ATC Material Adverse Effect will have occurred since the date of this Agreement.

(i)

No Action. No suit, action, or proceeding will be pending or threatened before any governmental or regulatory authority wherein an unfavorable judgment, order, decree, stipulation, injunction or charge would:

(i)

prevent the consummation of any of the transactions contemplated by this Agreement, or

(ii)

cause the Transaction to be rescinded following consummation.

(j)

Outstanding Shares . Other than the shares of ATC Common Stock to be issued by ATC pursuant to the Proposed Financing, ATC will have issued and outstanding no more than 22,979,816 shares of ATC Common Stock immediately after the issuance of the ATC Shares as contemplated by this Agreement.

(k)

Regulatory Approvals and Consents .  ATC will have obtained all necessary approvals and consents to carry out the Transaction, in form and substance reasonably satisfactory to AMI.

(l)

Public Market . On the Closing Date, the shares of ATC Common Stock will be quoted on the OTC Bulletin Board.  ATC has not been informed, nor does it have any knowledge, that the NASD or any other regulatory agency will take action to cease the ATC Common Stock from being quoted on the OTC Bulletin Board.

(m)

ATC Debts .  ATC will have provided evidence that it has satisfied or will otherwise provide for payment of all material debt on its books and accounts payable.

(n)

Assumption of Contracts.   ATC will enter into a mutually agreeable form of assignment and assumption agreement with AMI whereby it will assume all of AMI obligations under the AMI material agreements listed in Schedule 6 hereto.

(o)

Employment Agreement .  ATC shall have entered into an employment agreement with Jain in the form attached as Schedule 11 to this agreement.

(p)

Approval of Incentive Stock Option Plan and issuance of ATC Stock Options.  ATC shall have adopted an incentive stock option plan in the form attached as Schedule 12 to this Agreement and issued to each of the optionees listed in Schedule 1 to this Agreement the ATC Stock Options.

5.3

Notification of Financial Liabilities. AMI will immediately notify ATC in accordance with Section 9.6 hereof, if AMI receives any advice or notification from its independent certified public accounts that AMI has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the books, records, and accounts of AMI, any properties, assets, liabilities, revenues, or expenses. Notwithstanding any statement to the contrary in this Agreement, this covenant will survive Closing and continue in full force and effect.

5.4

Access and Investigation. Between the date of this Agreement and the Closing Date, AMI, on the one hand, and ATC, on the other hand, will, and will cause each of their respective representatives to:

(a)

afford the other and its representatives full and free access to its personnel, properties, assets, contracts, books and records, and other documents and data;

(b)

furnish the other and its representatives with copies of all such contracts, books and records, and other existing documents and data as required by this Agreement and as the other may otherwise reasonably request; and,

(c)

furnish the other and its representatives with such additional financial, operating, and other data and information as the other may reasonably request.

All of such access, investigation and communication by a party and its representatives will be conducted during normal business hours and in a manner designed not to interfere unduly with the normal business

operations of the other party. Each party will instruct its auditors to co-operate with the other party and its representatives in connection with such investigations.

5.5

Confidentiality.  

(a)

All information regarding the business of AMI including, without limitation, financial information that AMI provided to ATC will be kept in strict confidence by ATC and will not be given to any other person or party or used (except in connection with due diligence and except as required to file a news release and 8-K disclosure regarding the transaction to the public after the Closing), dealt with, exploited or commercialized by ATC or disclosed to any third party (other than ATC’s professional accounting and legal advisors) without the prior written consent of AMI. If the Transaction contemplated by this Agreement does not proceed for any reason, then upon receipt of a written request from AMI, ATC will immediately return to AMI (or as directed by AMI) any information received regarding AMI’s business, including copies thereof. Likewise, all information regarding the business of ATC including, without limitation, financial information that ATC provides to AMI during its due diligence investigation of ATC will be kept in strict confidence by AMI and will not be used (except in connection with due diligence), dealt with, exploited or commercialized by AMI or disclosed to any third party (other than AMI’s professional accounting and legal advisors) without ATC’s prior written consent. If the Transaction contemplated by this Agreement does not proceed for any reason, then upon receipt of a written request from ATC, AMI will immediately return to ATC (or as directed by ATC) any information received regarding ATC’s business.  Each party will provide an affidavit to the other that all documents were returned.

(b)

ATC and AMI acknowledge and agree, subject to disclosure obligations under Applicable Securities Legislation or other laws or regulations, that neither party will make any public pronouncements concerning the terms of this Agreement without the express written consent of the other party, such consent will not be unreasonably withheld.

(c)

AMI acknowledges and agrees to neither trade nor allow any of its employees or agents to trade in the securities of ATC prior to Closing while in possession of material information about ATC that has not been publicly disclosed.  

(d)

ATC acknowledges and agrees that it has previously executed a non-disclosure agreement with AMI and that it will continue to be obligated by the terms of that non-disclosure agreement.

5.6

Notification. Between the date of this Agreement and the Closing Date, each of the parties to this Agreement will promptly notify the other parties in writing if it becomes aware of any fact or condition that causes or constitutes a material breach of any of its representations and warranties as of the date of this Agreement, if it becomes aware of the occurrence after the date of this Agreement of any fact or condition that would cause or constitute a material breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. Should any such fact or condition require any change in the Schedules relating to such party, such party will promptly deliver to the other parties a supplement to the Schedules specifying such change. During the same period, each party will promptly notify the other parties of the occurrence of any material breach of any of its covenant in this Agreement or of the occurrence of any event that may make the satisfaction of such conditions impossible or unlikely.

5.7

Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, but in no event later than April 2, 2008, AMI and ATC will not, directly or indirectly solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of AMI or ATC, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.

5.8

Conduct of AMI and ATC Business Prior to Closing. Except as expressly contemplated by this Agreement or for purposes in furtherance of this Agreement, from the date of this Agreement to the Closing Date, and except to the extent that ATC otherwise consents in writing, AMI will operate its business substantially as presently operated and only in the ordinary course and in compliance with all applicable laws, and use its best efforts to preserve intact its good reputation and present business organization and to preserve its relationships with persons having business dealings with it. Likewise, from the date of this Agreement to the Closing Date, and except to the extent that AMI otherwise consents in writing, ATC will operate its business substantially as presently operated and only in the ordinary course and in compliance with all applicable laws, and use its best efforts to preserve intact its good reputation and present business organization and to preserve its relationships with persons having business dealings with it.

5.9

Full Disclosure Requirement. ATC possesses, or expects to possess on or before the required filing date, all of the financial statements and financial information required to be included in the Report on Form 8-K to be filed by ATC within four (4) business days after the consummation on the transactions contemplated by this Agreement.  AMI will use its commercially reasonable best efforts to cooperate fully in providing ATC with all information and documentation reasonably requested.

5.10

Post Closing - ATC.  ATC acknowledges that the Shareholders may require legal opinions on the removal of the restrictive legends on the share certificates pursuant to Rule 144 of the 1933 Act in order to sell their ATC Shares in the future.  When a Shareholder reasonably requests it of ATC, ATC will pay for an attorney of ATC’s choice to supply the legal opinion the Shareholder and will cooperate fully in providing the Shareholders with all information and documentation reasonably requested.  ATC will register the stock of the Shareholders two years after Closing, and the Shareholders shall have demand rights and the right to participate in any other registered offering of ATC, pursuant to the registration rights agreement to be delivered at Closing.

5.11

Certain Acts Prohibited – AMI. Except as expressly contemplated by this Agreement or for purposes in furtherance of this Agreement, between the date of this Agreement and the Closing Date, AMI will not, without the prior written consent of ATC:

(a)

amend its articles, bylaws or other incorporation documents;

(b)

incur any liability or obligation other than in the ordinary course of business or encumber or permit the encumbrance of any properties or assets of AMI except in the ordinary course of business;

(c)

dispose of or contract to dispose of any AMI property or assets, except in the ordinary course of business consistent with past practice;

(d)

issue, deliver, sell, pledge or otherwise encumber or subject to any lien any shares of the AMI Common Stock, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities;

(e)

declare, set aside or pay any dividends on, or make any other distributions in respect of the AMI Common Stock;

(f)

split, combine or reclassify any AMI Common Stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of AMI Common Stock; or,

(g)

materially increase benefits or compensation expenses of AMI, other than as contemplated by the terms of any employment agreement in existence on the date of this Agreement, increase the cash compensation of any director, executive officer or other key employee or pay any benefit or amount not required by a plan or arrangement as in effect on the date of this Agreement to any such person.

5.12

Certain Acts Prohibited - ATC.  Between the date of this Agreement and the Closing Date, ATC will not, without the prior written consent of AMI:

(a)

incur any liability or obligation or encumber or permit the encumbrance of any properties or assets of ATC except in the ordinary course of business consistent with past practice;

(b)

dispose of or contract to dispose of any ATC property or assets except in the ordinary course of business consistent with past practice;

(c)

materially increase benefits or compensation expenses of ATC, increase the cash compensation of any director, executive officer or other key employee or pay any benefit or amount to any such person; or

(d)

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 Company;

5.13

Public Announcements. Until the Closing Date, ATC and AMI each agree that they will not release or issue any reports or statements or make any public announcements relating to this Agreement or the Transaction contemplated herein without the prior written consent of the other party, except as may be required upon written advice of counsel to comply with applicable laws or regulatory requirements after consulting with the other party hereto and seeking their reasonable consent to such announcement. AMI acknowledges that ATC must comply with Applicable Securities Legislation requiring full disclosure of material facts and agreements in which it is involved, and will co-operate to assist ATC in meeting its obligations.

6.

CLOSING

6.1

Closing. The Closing will take place on the Closing Date at the offices of the lawyers for ATC or at such other location as agreed to by the parties. Notwithstanding the location of the Closing, each party agrees that the Closing may be completed by the exchange of undertakings between the respective legal counsel for AMI and ATC, provided such undertakings are satisfactory to each party’s respective legal counsel.

6.2

Closing Deliveries of AMI. At Closing, AMI will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to ATC:

(a)

copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of AMI evidencing approval of this Agreement and the Transaction and the requisite stockholder approval of the Transaction;

(b)

all certificates and other documents required by Section 7.1 of this Agreement;

(c)

a certificate of an officer of AMI, dated as of Closing, certifying that:

(i)

each respective covenant and obligation of AMI has been complied with, and

(ii)

each respective representation, warranty and covenant of AMI is true and correct at the Closing as if made on and as of the Closing; and

(d)

the AMI Documents and any other necessary documents, including the Certificate of Merger, each duly executed by AMI, as required to give effect to the Transaction.

6.3

Closing Deliveries of ATC and ATC Sub. At Closing, ATC and ATC Sub will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to AMI:

(a)

copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of ATC and ATC Sub evidencing approval of this Agreement and the Transaction and the requisite stockholder approval of the Transaction;

(b)

the ATC Shares;

(c)

all certificates and other documents required by Section 7.2 of this Agreement;

(d)

a certificate of an officer of each of ATC and ATC Sub, dated as of Closing, certifying that:

(i)

each covenant and obligation of ATC and ATC Sub, respectively has been complied with, and

(ii)

each representation, warranty and covenant of ATC and ATC Sub, respectively, is true and correct at the Closing as if made on and as of the Closing; and

(e)

copies of resolutions of the board of directors of ATC appointing the nominee of Jain and Jain as directors of ATC;

(f)

copy of the Securities and Exchange Commission Form 14F-1 to be filed with the Securities and Exchange Commission on behalf of ATC reflecting the applicable changes in the Company as a result of the transactions contemplated hereby;

(g)

the employment agreement with Jain;

(h)

the registration rights agreement by and between ATC and the Shareholders in the form attached as Schedule 15 hereto; and

(i)

the ATC Documents and any other necessary documents, including the Certificate of Merger each duly executed by ATC and ATC Sub, as applicable, as required to give effect to the Transaction;

7.

TERMINATION

7.1

Termination. This Agreement may be terminated at any time prior to the Closing Date contemplated hereby by:

(a)

mutual agreement of ATC and AMI;

(b)

ATC, if there has been a material breach by AMI or any Shareholder of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of AMI or any Shareholder that is not cured, to the reasonable satisfaction of ATC, within ten business days after notice of such breach is given by ATC (except that no cure period will be provided for a breach by AMI or any Shareholders that by its nature cannot be cured);

(c)

AMI, if there has been a material breach by ATC of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of ATC that is not cured, to the reasonable satisfaction of AMI, within ten business days after notice of such breach is given by AMI (except that no cure period will be provided for a breach by ATC that by its nature cannot be cured);

(d)

ATC or AMI, if the Transaction contemplated by this Agreement has not been consummated prior to April 15, 2008 unless ATC and AMI agree to extend such date in writing; or

(e)

ATC or AMI, if any injunction or other order of a governmental entity of competent authority prevents the consummation of the Transaction contemplated by this Agreement.

7.2

Effect of Termination. In the event of the termination of this Agreement as provided in Section 7 hereto, this Agreement will be of no further force or effect, provided, however, that no termination of this Agreement will relieve any party of liability for any breaches of this Agreement that are based on a wrongful refusal or failure to perform any obligations

8.

INDEMNIFICATION, REMEDIES, SURVIVAL

8.1

Certain Definitions . For the purposes of this Section 8.1, the terms “ Loss ” and “ Losses ” mean any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs, and expenses, including without limitation, interest, penalties, fines and reasonable attorneys, accountants and other professional fees and expenses of an amount not less than $5,000, but excluding any indirect, consequential or punitive damages suffered by ATC or AMI including damages for lost profits or lost business opportunities.

8.2

AMI Indemnity. AMI will indemnify, defend, and hold harmless ATC and its shareholders from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by ATC and its shareholders by reason of, resulting from, based upon or arising out of:

(a)

any misrepresentation, misstatement or breach of warranty of AMI contained in or made pursuant to this Agreement, any AMI Document or any certificate or other instrument delivered pursuant to this Agreement; and

(b)

the breach or partial breach by AMI of any covenant or agreement of AMI made in or pursuant to this Agreement, any AMI Document or any certificate or other instrument delivered pursuant to this Agreement.

8.3

ATC and ATC Sub Indemnity .  Each of ATC and ATC Sub will indemnify, defend, and hold harmless AMI from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by AMI by reason of, resulting from, based upon or arising out of:

(a)

any misrepresentation, misstatement or breach of warranty of ATC or ATC Sub, respectively contained in or made pursuant to this Agreement, any ATC Document or any certificate or other instrument delivered pursuant to this Agreement; or

(b)

the breach or partial breach by ATC or ATC Sub of any covenant or agreement of ATC of ATC Sub, respectively, made in or pursuant to this Agreement, any ATC Document or any certificate or other instrument delivered pursuant to this Agreement.

9.

GENERAL

9.1

Effectiveness of Representations; Survival. Each party is entitled to rely on the representations, warranties, indemnifications and agreements of each of the other parties and all such representation, warranties and agreement will be effective regardless of any investigation that any party has undertaken or failed to undertake. The representations, warranties and agreements will survive the Closing Date and continue in full force and effect until one (1) year after the Closing Date.

9.2

Further Assurances and Provision of Information. Each of the parties hereto will co-operate with the others and execute and deliver to the other parties hereto such other instruments and documents and take such other actions as may be reasonably requested from time to time by any other party hereto as necessary to carry out, evidence, and confirm the intended purposes of this Agreement. AMI agrees to provide such information as requested by ATC in a timely manner prior to closing, and allow ATC and its representatives free access to all books, records, and other information of AMI and to their personnel and advisors.

9.3

Amendment. This Agreement may not be amended except by an instrument in writing signed by each of the parties.

9.4

Expenses. Each party to this Agreement will bear its respective expenses incurred in connection with the preparation, execution, and performance of this Agreement and the Transaction contemplated hereby, including all fees and expenses of agents, representatives, counsel, and accountants.

9.5

Entire Agreement. This Agreement, the schedules attached hereto and the other documents in connection with this transaction contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior arrangements and understandings, both written and oral, expressed or implied, with respect thereto. Any preceding correspondence or offers are expressly superseded and terminated by this Agreement.

9.6

Notices. All notices and other communications required or permitted under to this Agreement must be in writing and will be deemed given if sent by personal delivery, faxed with electronic confirmation of delivery, internationally-recognized express courier or registered or certified mail (return receipt requested), postage prepaid, to the parties at the addresses specified by a party to the others from time to time for notice purposes.  All such notices and other communications will be deemed to have been received:

(a)

in the case of personal delivery, on the date of such delivery;

(b)

in the case of a fax, when the party sending such fax has received electronic confirmation of its delivery;

(c)

in the case of delivery by internationally-recognized express courier, on the business day following dispatch; and

(d)

in the case of mailing, on the fifth business day following mailing.

9.7

Headings. The headings contained in this Agreement are for convenience purposes only and will not affect in any way the meaning or interpretation of this Agreement.

9.8

Benefits. This Agreement is and will only be construed as for the benefit of or enforceable by those persons party to this Agreement.

9.9

Assignment. This Agreement may not be assigned (except by operation of law) by any party without the express, written approval of the other parties to this Agreement, such approval will not be unreasonably withheld by any of the parties to this Agreement.

9.10

Force Majeure.  The obligations of the parties and the timeframes established pursuant to this Agreement will be suspended to the extent and for the period that performance hereunder is prevented by factors beyond any of the parties’ reasonable control, whether foreseeable or unforeseeable, including, without limitation, labour disputes, acts of god, laws, regulations, orders, proclamations or requests of any governmental or regulatory authority, inability to obtain on reasonable terms required permits, licenses or other authorizations, or any other matter similar to the above.

9.11

Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed therein and the courts thereof will have non-exclusive jurisdiction over any disputes relating hereto.

9.12

Gender. All references to any party will be read with such changes in number and gender as the context or reference requires.

9.13

Counterparts. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

9.14

Facsimile Execution. This Agreement may be executed by delivery of executed signature pages by fax or other electronic transmission and such fax or electronic execution will be effective for all purposes.

9.15

Independent Legal Advice .  All parties to this agreement confirm that they have been given an opportunity to seek and obtain independent legal advice prior to execution of this Agreement and have consulted their respective advisors respecting the legal effects of this Agreement and any tax implications of the Transaction.

9.16

Schedules and Exhibits . The schedules and exhibits that are attached to this Agreement are incorporated herein.

[SIGNATURES TO FOLLOW]

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

ANGSTROM TECHNOLOGIES CORP. (a Nevada corporation)

ANGSTROM MICROSYSTEMS, INC. ( a Delaware corporation)

ANGSTROM ACQUISITION CORP. (a Delaware corporation)

By: /s/ Alpha Pang

       Name: Alpha Pang

       Title:    President

SCHEDULE 1

TO THE AGREEMENT AND PLAN OF MERGER DATED MARCH 27, 2008 AMONG ATC, AMI AND ATC SUB  

AMI Shareholders

AMI Optionholders

SCHEDULE 2

TO THE AGREEMENT AND PLAN OF MERGER DATED MARCH 27, 2008 AMONG ATC, AMI AND ATC SUB  

Directors And Officers Of AMI

Name and Positions held

Lalit Jain

Director and Chief Executive Officer, Treasurer, Secretary

Nandi Todi

Director

Dilip Patel

Director

SCHEDULE 3

TO THE AGREEMENT AND PLAN OF MERGER DATED MARCH 27, 2008 AMONG ATC, AMI AND ATC SUB  

Directors And Officers Of ATC

Name and Positions held

Alpha Pang – President, Chief Financial Officer, Secretary, Treasurer and director

SCHEDULE 4

TO THE AGREEMENT AND PLAN OF MERGER DATED MARCH 27, 2008 AMONG ATC, AMI AND ATC SUB  

AMI Liabilities

Legal Fees as of March 27, 2008: approximately $60,000

Professional fees payable to independent auditing firm for preparation and audit of financial statements of AMI, as of March 27, 2008: approximately $72,000

All other Liabilities:  

Xin Qin Li

Angstrom owes principle and Interest in the amount of $10,500.00 as a Loan Payment.

Keith Johnson

Angstrom owes for Business Development and raising capitol in the amount of $6000.00

Outstanding Payables:  

1,352,213.78

SCHEDULE 5

TO THE AGREEMENT AND PLAN OF MERGER DATED MARCH 27, 2008 AMONG ATC, AMI AND ATC SUB  

AMI Leases, Subleases, Claims, Capital Expenditures, Taxes and Other Property Interests

Leases and Subleases :  $3,680 per month

Claims : Nil

Capital Expenditures : Nil

Taxes : Nil

Property Interests : Nil

Equipment Leases : Nil

SCHEDULE 6

TO THE AGREEMENT AND PLAN OF MERGER DATED MARCH 27, 2008 AMONG ATC, AMI AND ATC SUB  

AMI Material Contracts

1.

Engagement Agreement Between Angstrom Microsystems Inc., Harbour Capital Management Group (1999) Inc. and Harbour Capital Ventures West LLC dated August 8, 2007.

2.

Consulting Agreement between Angstrom Microsystems Inc., Keith Johnson dated April 5, 2007.

SCHEDULE 7

TO THE AGREEMENT AND PLAN OF MERGER DATED MARCH 27, 2008 AMONG ATC, AMI AND THE SHAREHOLDERS OF AMI

Form of Certificate of U.S. Shareholder

In connection with the issuance of common stock (the “Pubco Shares”) of Angstrom Technologies Corp., a Nevada corporation (“ Pubco ”), to the undersigned, pursuant to that certain Agreement and Plan of Merger dated March 27, 2008  (the “Agreement”), between Pubco and the shareholders of Angstrom Microsystems, Inc. as set out in the Agreement (each, a “Selling Shareholder”), the undersigned Selling Shareholder hereby agrees, acknowledges, represents and warrants that:

1.

it satisfies one or more of the categories of "Accredited Investors", as defined by Regulation D promulgated under the United States Securities Act of 1933, as amended (the “1933 Act”), as indicated below:  (Please initial in the space provide those categories, if any, of an "Accredited Investor" which the undersigned satisfies.)

_______  Category 1

An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Pubco Shares, with total assets in excess of US $5,000,000.

_______  Category 2

A natural person whose individual net worth, or joint net worth with that person's spouse, on the date of purchase exceeds US $1,000,000.

_______  Category 3

A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person's spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.

_______  Category 4

A "bank" as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934  (United States); an insurance company as defined in Section 2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 (United States) or a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958 (United States); a plan with total assets in excess of $5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act,   

which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors.

_______  Category 5

A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940  (United States).

_______  Category 6

A director or executive officer of Pubco.

_______  Category 7

A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person as des