AGREEMENT AND PLAN OF MERGER

                          AGREEMENT AND PLAN OF MERGER

                                   DATED AS OF

                       _____________________________, 2008

                                  BY AND AMONG

                         WORLD PEACE TECHNOLOGIES, INC.,

                             LTH ACQUISITION, CORP.,

                                       AND

                        LEGACY TECHNOLOGY HOLDINGS, INC.







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                          AGREEMENT AND PLAN OF MERGER



     AGREEMENT AND PLAN OF MERGER,   dated as of May 29, 2008 (this "Agreement"),
by   and   among   Legacy   Technology    Holdings,    inc.,   a   Colorado   corporation
("Legacy"),   LTH Acquisition Corp., a Colorado   corporation   ("LTH"),   and World
Peace Technologies, Inc., a Colorado corporation ("WPC").

         WHEREAS, the boards of directors of Legacy, LTH and WPC,   respectively,
have   each   approved,    as   being   in   the   best   interests   of   the   respective
corporations and their   stockholders,   the merger (the "Merger") of WPC with and
into LTH, in accordance with the applicable   provisions of the Colorado Business
Corporation Act (the "CBCA");

     WHEREAS,   pursuant to the Merger,   all of the outstanding   shares of common
stock of WPC ("WPC Common   Stock") shall,   in accordance   with the provisions of
this   Agreement,   be converted into 10 million   shares of Legacy's   common stock
("Legacy's Common Stock") allocated pro-rata among the WPC shareholders;

     WHEREAS,   for federal   income tax purposes,   it is intended that the Merger
shall qualify as a tax-free   reorganization   under the provisions of Section 368
of the Internal Revenue Code of 1986, as amended (the "Code");

     WHEREAS,   Legacy,   LTH and WPC   desire   to   make   certain   representations,
warranties,   covenants and agreements in connection   with the merger and also to
prescribe various conditions to the Merger; and

     WHEREAS,   this   Agreement is intended to set forth the terms upon which WPC
will merge with and into LTH;

     NOW,   THEREFORE,   in   consideration   of the   foregoing   and the   respective
representations,   warranties, covenants and agreements set forth herein, and for
other good and   valuable   consideration   the receipt   and   adequacy of which are
hereby   acknowledged,   and intending to be legally bound hereby,   the parties do
hereby agree as follows:



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                                   ARTICLE I
                                   THE MERGER

SECTION 1.01.      Filing of Certificate of Merger; Effective Time

         Subject to the provisions of this Agreement, a certificate of merger in
the forms approved by the parties hereto (the   "Certificate of Merger") shall be
duly   prepared,   executed   and   acknowledged   in   accordance   with   the CBCA and
thereafter   delivered   to the   Secretary   of State of the State of Colorado   for
filing as   provided in the CBCA   simultaneously   with the Closing (as defined in
Section   2.01).   The   Merger   shall   become   effective   upon the   filing   of the
Certificate   of Merger   with the   Secretary   of State of the   State of   Colorado
filing as provided in the CBCA, respectively (the "Effective Times").

SECTION 1.02.      Effects of the Merger.

(a) At the   Effective   Time   and by   virtue   of the   Merger,   (i)   the   separate
corporate   existence   of WPC shall   cease and WPC shall be merged   with and into
LTH, and LTH shall be the surviving   corporation (the "Surviving   Corporation");
(ii) all of the issued and   outstanding   WPC Common   Stock shall be converted as
provided in Section 1.03;   (iii) the certificate of   incorporation   of LTH as in
effect   immediately   prior to the   Effective   Time shall be the   certificate   of
incorporation   of the Surviving   Corporation;   and (iv) the by-laws of LTH as in
effect   immediately   prior to the   Effective   Time   shall be the   by-laws of the
Surviving Corporation.

(b) Without limiting the generality of the foregoing, and subject thereto and to
any other   applicable   laws, at the Effective Time, all the properties,   rights,
privileges,   powers and   franchises   of WPC and LTH shall vest in the   Surviving
Corporation,    and,   subject   to   the   terms   of   this   Agreement,    all   debts,
liabilities,   restrictions,   disabilities and duties of WPC and LTH shall become
the debts, liabilities,   restrictions,   disabilities and duties of the Surviving
Corporation.

SECTION 1.03.      Conversion of Securities.

         As of the   Effective   Time,   by virtue of the   Merger and   without   any
action on the part of any holder thereof:

(a) Each share of WPC Common   Stock that is issued and   outstanding   immediately
prior to the Effective Time shall,   except as set forth below, be converted into
that number of shares of Legacy Common Stock equal to the Conversion Amount such
that 9 million shares of common stock are issued to WPC   shareholders   allocated
pro-rata among them in accordance   with their   ownership of WPC. All such shares
of WPC Common Stock shall no longer be outstanding   and shall   automatically   be
canceled and retired and shall cease to exist,   and each holder of a certificate
representing such shares of WPC Common Stock shall cease to have any rights with
respect   thereto,   except   the right to   receive   the number of shares of Legacy
Common   Stock to be issued in   consideration   therefore   upon   surrender of such
certificate in accordance with Section 1.04, without interest; and



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(b)   Each   share   of   capital   stock   of LTH   that   is   issued   and   outstanding
immediately   prior to the Effective Time shall be canceled and be converted into
one share of common stock of the   Surviving   Corporation,   and each   certificate
evidencing   ownership   of any   such   shares   of   LTH   shall   thereupon   evidence
ownership of the same number of shares of the Surviving Corporation.

(c) Each share of Legacy Common Stock that is issued and outstanding immediately
prior   to the   Effective   Time   and   held by WPC   shall   be   canceled   and   each
certificate evidencing ownership of any such shares shall thereupon be canceled.



SECTION 1.04.      Exchange Procedures.

(a) As soon as practicable   after the Effective Time,   Legacy shall mail to each
WPC   Stockholder a letter of transmittal and   instructions   for use in effecting
the   surrender   of   certificates    representing    shares   of   WPC   Common   Stock
outstanding   immediately   prior to the Effective   Time (the   "Certificates")   in
appropriate and customary form with such provisions as the board of directors of
Legacy after the Merger may reasonably specify.   Upon surrender of a Certificate
for cancellation to Legacy,   together with such letter of transmittal,   duly and
properly   executed,   the holder of such Certificate shall be entitled to receive
in exchange therefore a certificate representing that number of shares of Legacy
Common   Stock as is equal to the   product   of the number of shares of WPC Common
Stock   represented   by the   certificate   multiplied   by the   Conversion   Amount,
together with any   dividends and other   distributions   payable   hereof,   and the
Certificate so surrendered shall be canceled.   Until surrendered as contemplated
by this Section 1.04, each   Certificate   shall, at and after the Effective Time,
be deemed   to   represent   only the   right to   receive,   upon   surrender   of such
Certificate,   Legacy Common Stock as   contemplated by this Section 1.04, and the
holders   thereof   shall have no rights   whatsoever   as   stockholders   of Legacy.
Shares of Legacy   Common   Stock   issued in the Merger   shall be   issued,   and be
deemed to be outstanding,   as of the Effective Time. Legacy shall cause all such
shares   of   Legacy   Common   Stock   issued   pursuant   to the   Merger   to be   duly
authorized,   validly issued,   fully paid and   non-assessable   and not subject to
preemptive rights.

(b) If any   certificate   representing   shares   of Legacy   Common   Stock is to be
issued   in a name   other   than   that in which   the   Certificate   surrendered   in
exchange therefore is registered,   it shall be a condition of such exchange that
the   Certificate   so   surrendered   shall be properly   endorsed and   otherwise in
proper form for transfer and that the person   requesting such exchange shall pay
any transfer or other taxes   required by reason of the issuance of   certificates
for such   shares   of   Legacy   Common   Stock   in a name   other   than   that of the
registered holder of the Certificate so surrendered.

(c) In the event any Certificate 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 upon the posting by such person of a bond in
such amount as Legacy may   reasonably   direct as an indemnity   against any claim
that may be made against it with respect to such Certificate,   Legacy will issue
in   respect   of   such   lost,   stolen   or   destroyed    Certificate   one   or   more
certificates   representing shares of Legacy Common Stock as contemplated by this
Section 1.04.



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(d) If any   Certificates   shall not have been   surrendered   prior to three years
after the Effective Time (or immediately prior to such earlier date on which any
payment in respect hereof would otherwise   escheat or become the property of any
governmental unit or agency), the payment in respect of such Certificates shall,
to the extent   permitted by applicable law, become the property of the Surviving
Corporation,   free and clear of all claims or interests of any person previously
entitled thereto.

(e) Legacy   shall be   entitled   to deduct and   withhold   from the   consideration
otherwise   payable   pursuant to this   Agreement   to any holder of a   Certificate
surrendered   for shares of Legacy Common Stock such amount as Legacy is required
to deduct and   withhold   with   respect to the making of such   payment   under the
Code, or   provisions of any state,   local or foreign tax law. To the extent that
amounts are so deducted   and   withheld,   such   amounts   shall be treated for all
purposes   of   this   Agreement   as   having   been   paid   to   the   holder   of   such
Certificate.

SECTION 1.05.      Directors.

         Subject to applicable law, the directors designated by WPC shall be the
directors   of the   Surviving   Corporation   and shall   hold   office   until   their
respective   successors are duly elected and   qualified,   or their earlier death,
resignation   or removal,   in accordance   with   applicable   law and the Surviving
Corporation's   certificate of incorporation and bylaws.   David Kutchiniski shall
be   appointed   Director,   effective   immediately   and   others   later   appointed.
Immediately   after the Effective   Time, the directors of Legacy shall resign and
the   directors   designated by WPC shall be appointed as the directors of Legacy,
subject to mailing of Shareholder's Notice under Section 14(f) of the Securities
Exchange Act of 1934.   The directors of Legacy prior to the Effective Time shall
remain entitled to indemnification for acts and omissions prior to the Effective
Time to the fullest extent   permitted   under Colorado law and the certificate of
incorporation and bylaws of Legacy in effect prior to the Effective Time.

SECTION 1.06.      Officers.

         David Kutchinski shall be appointed President and Michael Pick shall be
appointed   Secretary/Treasurer   and the prior   officers   shall resign   effective
immediately   and Mr.   Kutchinski   and Mr.   Pick shall hold   office   until   their
respective   successors are duly elected and   qualified,   or their earlier death,
resignation or removal. The officers of Legacy prior to the Effective Time shall
remain entitled to indemnification for acts and omissions prior to the Effective
Time to the fullest extent   permitted   under Colorado law and the certificate of
incorporation and bylaws of Legacy in effect prior to the Effective Time.

SECTION 1.07.      No Liability.

         Neither   Legacy   nor WPC shall be liable to any holder of shares of WPC
Common   Stock or Legacy   Common   Stock,   as the case may be, for such shares (or
dividends or   distributions   with respect thereto) or cash delivered to a public
official pursuant to any applicable abandoned property, escheat or similar law.



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                                    ARTICLE II
                                   THE CLOSING

SECTION 2.01.      Closing.

         Unless this Agreement shall have been   terminated and the   transactions
herein   contemplated   shall have been   abandoned   pursuant to Article VIII,   and
subject to the   satisfaction   or waiver of the   conditions   set forth in Article
VII,   the   closing of the   Merger   (the   "Closing")   shall take place as soon as
reasonably   practicable   (but in no event on written notice of less than two (2)
business   days)   after   all of the   conditions   set   forth   in   Article   VII are
satisfied   or, to the extent   permitted   thereunder,   waived,   at the offices of
Michael A. Littman,   located at 7609 Ralston road, Arvada,   Colorado 80002 or at
such other time and place as may be agreed to in writing by the   parties   hereto
(the date of such Closing being referred to herein as the "Closing Date").

                                  ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF Legacy

         Except   as   set   forth   in the   applicable   section   of the   disclosure
schedule   delivered by Legacy to WPC prior to the   execution   of this   Agreement
(the "Legacy   Disclosure   Schedule"),   Legacy   represents and warrants to WPC as
follows:

SECTION 3.01.      Organization of Legacy and LTH; Authority.

         Legacy is a corporation   duly organized,   validly   existing and in good
standing   under the laws of the State of   Colorado.   LTH is a   corporation   duly
organized,   validly existing and in good standing under the laws of the State of
Colorado. Each of Legacy and LTH has all requisite corporate power and corporate
authority to enter into the   Transaction   Documents   to which it is a party,   to
consummate the transactions   contemplated   hereby and thereby, to own, lease and
operate its   properties   and to conduct its business.   Subject to the receipt of
stockholder approval, the execution,   delivery and performance by each of Legacy
and LTH of the Transaction Documents to which it is a party and the consummation
of the transactions contemplated hereby and thereby have been duly authorized by
all necessary corporate action on the part of Legacy and LTH, including, without
limitation   the approval of the board of directors   of Legacy.   The   Transaction
Documents   have been duly   executed and delivered by each of Legacy and LTH and,
assuming   that   the   Transaction    Documents   constitute   a   valid   and   binding
obligation   of the   other   parties   thereto,   constitute   a   valid   and   binding
obligation   of each of Legacy   and LTH,   enforceable   against   Legacy and LTH in
accordance with its terms.   Each of Legacy and LTH is duly qualified or licensed
to do   business   as a   foreign   corporation   and is in   good   standing   in   each
jurisdiction in which the property owned, leased or operated by it or the nature
of the business conducted by it makes such qualification necessary, except where
the failure to obtain such   qualification or license would not,   individually or
in the aggregate,   have a Legacy Material Adverse Effect.   Legacy has heretofore
delivered   or   made   available   to   WPC   complete   and   correct   copies   of   the
certificate of incorporation and by-laws of Legacy and LTH, the minute books and
stock   transfer   records of Legacy and LTH,   as in effect as of the date of this
Agreement.   Neither   Legacy   nor   LTH   is in   violation   of   its   organizational
documents.



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SECTION 3.02.      Capitalization.

         The authorized   capital stock of Legacy consists of 200,000,000   shares
of Legacy Common Stock, no par value, of which 10,060,534 shares are outstanding
on the date hereof (pre reverse   split).   The   authorized   capital   stock of LTH
consists   of 1,000   shares of common   stock,   par value $.001 per share of which
1,000 shares are issued and outstanding on the date hereof. Immediately prior to
the   Effective   Time and after giving   effect to the Reverse   Stock   Split,   the
authorized   capital stock of Legacy shall consist of 50,000,000 shares of Legacy
Common   Stock,   of which   approximately   1,007,003   shares   shall be issued   and
outstanding. No other shares of any other class or series of Legacy Common Stock
or securities   exercisable or convertible into or exchangeable for Legacy Common
Stock ("Legacy Common Stock Equivalents") are authorized,   issued or outstanding
except that Legacy is in the process of renegotiating   approximately $700,000 in
notes payable to provide   conversions to common shares,   at the market over a 24
month   period.   The   outstanding   shares of Legacy   Common   Stock have been duly
authorized and validly issued and are fully paid and non-assessable and were not
issued in violation of, and are not subject to, any preemptive,   subscription or
similar rights. To Legacy's knowledge,   none of the outstanding shares of Legacy
Common Stock was issued in violation of any Law,   including without   limitation,
federal and state securities laws. There are no outstanding   warrants,   options,
subscriptions, calls, rights, agreements, convertible or exchangeable securities
or other commitments or arrangements   relating to the issuance,   sale, purchase,
return or   redemption,   and,   to Legacy'   knowledge,   voting or   transfer of any
shares, whether issued or un-issued, of Legacy Common Stock, Legacy Common Stock
Equivalents   or other   securities of Legacy.   On the Closing Date, the shares of
Legacy   Common   Stock for which shares of WPC Common Stock shall be exchanged in
the Merger will have been duly   authorized   and,   when issued and   delivered   in
accordance   with this   Agreement,   such   shares of Legacy   Common   Stock will be
validly issued, fully paid and non-assessable.

SECTION 3.03.      No Violation; Consents and Approvals.

         The execution and delivery by Legacy of the Transaction   Documents does
not, and the   consummation of the transactions   contemplated   hereby and thereby
and   compliance   with the terms   hereof and thereof will not,   conflict   with or
result in any   violation of or default (or an event which,   with notice or lapse
of time or both, would constitute a default) under, (a) the terms and conditions
or provisions of the   certificate of   incorporation   or by-laws of Legacy or any
Legacy Subsidiary,   (b) any Law applicable to Legacy or any Legacy Subsidiary or
the property or assets of Legacy or any Legacy   Subsidiary,   or (c) give rise to
any right of termination,   cancellation or acceleration   under, or result in the
creation   of any   Lien   upon   any of the   properties   of   Legacy   or any   Legacy
Subsidiary   under any   Contract to which   Legacy or any Legacy   Subsidiary   is a
party or by which Legacy or any Legacy Subsidiary or any assets of Legacy or any
Legacy Subsidiary may be bound,   except, in the case of clauses (b) and (c), for
such   conflicts,   violations or defaults   which are set forth in Section 3.04 of
the Legacy   Disclosure   Schedule and as to which   requisite   waivers or consents
will have been obtained   prior to the Closing or which,   individually   or in the
aggregate,   would not have a Legacy   Material   Adverse   Effect.   No Governmental
Approval is required to be obtained or made by or with   respect to Legacy or any
Legacy   Subsidiary   in   connection   with   the   execution   and   delivery   of this
Agreement or the consummation by Legacy of the transactions contemplated hereby.



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SECTION 3.04.      Litigation; Compliance with Laws.

(a) There are: (i) no claims,   actions,   suits,   investigations   or   proceedings
pending   or, to the   knowledge   of Legacy,   threatened   against,   relating to or
affecting Legacy or the Legacy   Subsidiaries,   the business,   the assets, or any
employee, officer, director, stockholder, or independent contractor of Legacy or
the Legacy   Subsidiaries in their   capacities as such, and (ii) no orders of any
Governmental   Entity or   arbitrator   outstanding   against   Legacy or the   Legacy
Subsidiaries,   the business,   the assets,   or any employee,   officer,   director,
stockholder,   or independent   contractor of Legacy or the Legacy Subsidiaries in
their   capacities   as such,   or that could   prevent   or enjoin,   or delay in any
respect,   consummation of the transactions   contemplated hereby. Section 3.12 of
the   Legacy   Disclosure   Schedule   includes   a   description   of all   pending   or
threatened   claims,   actions,   suits,   investigations   or proceedings   involving
Legacy or the Legacy   Subsidiaries,   the business,   the assets, or any employee,
officer, director, stockholder or independent contractor of Legacy or the Legacy
Subsidiaries in their capacities as such.

(b) Legacy and the Legacy   Subsidiaries   have   complied and are in compliance in
all material   respects   with all Laws   applicable to Legacy,   any   Subsidiary of
Legacy, its business or its assets.   Neither Legacy nor the Legacy   Subsidiaries
has received notice from any Governmental Entity or other Person of any material
violation of Law   applicable to Legacy,   any of the Legacy   Subsidiaries,   their
business or their assets.   Legacy and the Legacy   Subsidiaries have obtained and
hold all required   Licenses (all of which are in full force and effect) from all
Government   Entities   applicable   to   Legacy,   the   Legacy   Subsidiaries,   their
business or their assets.   No violations are or have been recorded in respect of
any such License and no proceeding   is pending,   or, to the knowledge of Legacy,
threatened to revoke or limit any such License.



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                                   ARTICLE IV
                      REPRESENTATIONS AND WARRANTIES OF WPC

         Except   as   set   forth   in the   applicable   section   of the   disclosure
schedule   delivered   by WPC to Legacy prior to the   execution of this   Agreement
(the "WPC   Disclosure   Schedule"),   WPC   represents   and   warrants   to Legacy as
follows:

SECTION 4.01.      Organization of WPC; Authority.

         WPC is a   corporation   duly   organized,   validly   existing   and in good
standing under the laws of the State of Colorado and has all requisite corporate
power and   corporate   authority   to enter   into the   Transaction   Documents,   to
consummate the transactions   contemplated   hereby and thereby, to own, lease and
operate its   properties   and to conduct its business.   Subject to the receipt of
stockholder   approval by WPC, the execution,   delivery and performance by WPC of
the Transaction Documents and the consummation of the transactions   contemplated
hereby and thereby have been duly authorized by all necessary   corporate   action
on the part of WPC, including,   without limitation, the approval of the board of
directors   of WPC.   The   Transaction   Documents   have   been   duly   executed   and
delivered by WPC and, assuming that the Transaction Documents constitute a valid
and   binding   obligation   of Legacy   and LTH,   constitute   a valid   and   binding
obligation of WPC. WPC is duly qualified or licensed to do business as a foreign
corporation   and is in good standing in each   jurisdiction in which the property
owned,   leased or operated by it or the nature of the   business   conducted by it
makes such   qualification   necessary,   except   where the   failure to obtain such
qualification or license would not, individually or in the aggregate, have a WPC
Material   Adverse   Effect.   WPC has   heretofore   delivered or made   available to
Legacy complete and correct copies of the articles of incorporation   and by-laws
of WPC, the minute books and stock   transfer   records of WPC, as in effect as of
the   date of   this   Agreement.   WPC is not in   violation   of its   organizational
documents.

SECTION 4.02.      Capitalization.

(a) The authorized and outstanding   capital stock of WPC is set forth in Section
4.02(a) of the WPC   Disclosure   Schedule (the "WPC Capital   Stock").   All of the
outstanding   shares of the WPC Capital Stock are validly issued,   fully paid and
non-assessable.   To   WPC's   knowledge,   none of the   outstanding   shares   of WPC
Capital   Stock or other   securities   of WPC was issued in   violation of any Law,
including,   without limitation,   state and federal securities laws. There are no
Liens on or with respect to any outstanding shares of WPC Capital Stock.



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(b) There are no outstanding:   (i) securities   convertible   into or exchangeable
for WPC Capital   Stock;   (ii)   options,   warrants or other rights to purchase or
subscribe for WPC Capital Stock; or (iii)   contracts,   commitments,   agreements,
understandings   or   arrangements of any kind relating to the issuance of any WPC
Capital   Stock,   any such   convertible   or   exchangeable   securities or any such
options,   warrants or rights.   There is no   outstanding   right,   option or other
agreement   of any kind to   purchase   or   otherwise   to receive   from WPC, or any
stockholder   of WPC, any ownership   interest in WPC, and there is no outstanding
right or security of any kind convertible into such ownership interest. To WPC's
knowledge,   there are no voting trusts,   proxies or other similar   agreements or
understandings   with   respect to the shares of WPC Capital   Stock.   There are no
obligations,   contingent or otherwise, of WPC to repurchase, redeem or otherwise
acquire   any   shares of WPC   Capital   Stock or to   provide   funds to or make any
investment   (in the form of a loan,   capital   contribution   or otherwise) in any
other   Person.   There are no accrued and unpaid   dividends   with   respect to any
outstanding shares of WPC Capital Stock.

SECTION 4.03.      No Violation; Consents and Approvals.

         The execution   and delivery by WPC of the   Transaction   Documents   does
not, and the   consummation of the transactions   contemplated   hereby and thereby
and   compliance   with the terms hereof and thereof will not   conflict   with,   or
result in any   violation of or default (or an event which,   with notice or lapse
of time or both, would constitute a default) under, (a) the terms and conditions
or provisions of the articles of   incorporation   or by-laws of WPC, (b) any Laws
applicable   to WPC or the   property   or assets   of WPC,   or (c) give rise to any
right of   termination,   cancellation   or   acceleration   under,   or result in the
creation of any Lien upon any of the   properties of WPC under,   any Contracts to
which WPC is a party or by which WPC or any of its assets may be bound,   except,
in the case of clauses (b) and (c), for such   conflicts,   violations or defaults
as to which   requisite   waivers or consents will have been obtained prior to the
Closing   or   which,   individually   or in the   aggregate,   would   not have an WPC
Material   Adverse   Effect.   Except   as set   forth   in   Section   4.04   of the WPC
Disclosure Schedule, no Governmental Approval is required to be obtained or made
by or with respect to WPC or any WPC Subsidiary in connection with the execution
and delivery of this Agreement or the   consummation   by WPC of the   transactions
contemplated   hereby,   except   where the   failure   to obtain   such   Governmental
Approval   would not,   individually   or in the   aggregate,   have an WPC   Material
Adverse Effect.

SECTION 4.04.      Litigation; Compliance with Laws.

(a) Except as would not have a WPC Material   Adverse   Effect,   there are: (i) no
claims,   actions,   suits,   investigations   or   proceedings   pending   or,   to the
knowledge   of   WPC,   threatened   against,   relating   to or   affecting   WPC,   its
business,   its assets,   or any   employee,   officer,   director,   stockholder,   or
independent contractor of WPC in their capacities as such, and (ii) no orders of
any Governmental Entity or arbitrator are outstanding against WPC, its business,
its assets,   or any employee,   officer,   director,   stockholder,   or independent
contractor of WPC in their   capacities as such, or that could prevent or enjoin,
or delay in any respect, consummation of the transactions contemplated hereby.



<PAGE>





(b) Except as would not have an WPC Material   Adverse   Effect,   WPC has complied
and is in compliance in all material   respects with all Laws   applicable to WPC,
its business or its assets.   WPC has not received   notice from any   Governmental
Entity or other Person of any material   violation of Law   applicable   to it, its
business or its assets. WPC has obtained and holds all required Licenses (all of
which are in full force and effect) from all Government   Entities   applicable to
it, its   business   or its assets.   No   violations   are or have been   recorded in
respect of any such License and no proceeding   is pending,   or, to the knowledge
of WPC threatened to revoke or limit any such License.

SECTION 4.05.      Subsidiaries.

     WPC owns 3 subsidiaries,   which hold its proprietary technology,   Plasteel,
Inc., Air 2 Water, Inc. and Targeted Weather,   Inc., each of which is a Colorado
corporation   and for each of which WPC owns 100% of the issued   and   outstanding
common stock.

                                   ARTICLE V
                        COVENANTS RELATING TO CONDUCT OF
                           BUSINESS PENDING THE MERGER

SECTION 5.01.      Conduct of the Business Pending the Merger.

(a) During the period from the date of this Agreement and   continuing   until the
Effective   Time,   Legacy agrees as to itself and the Legacy   Subsidiaries,   that
Legacy shall not, and shall cause the Legacy   Subsidiaries not to, engage in any
business   whatsoever   other   than in   connection   with the   consummation   of the
transactions    contemplated   by   this   Agreement,   and   shall   use   commercially
reasonable   efforts to preserve   intact its   business   and assets,   maintain its
assets in good operating condition and repair (ordinary wear and tear excepted),
retain the services of its officers,   employees and independent   contractors and
use   reasonable   commercial   efforts to keep in full force and effect   liability
insurance and bonds comparable in amount and scope of coverage to that currently
maintained   with   respect to its   business,   unless,   in any case,   WPC consents
otherwise in writing.

(b) During the period from the date of this Agreement and   continuing   until the
Effective Time, WPC agrees that,   other than in connection with the consummation
of the transactions   contemplated hereby, it shall carry on its business only in
the ordinary course of business consistent with past practice,   use commercially
reasonable efforts to preserve intact its business and assets and use reasonable
commercial   efforts   to keep in full force and effect   liability   insurance   and
bonds   comparable in amount and scope of coverage to that   currently   maintained
with respect to its business,   unless, in any case, Legacy consents otherwise in
writing;   provided   that   WPC may   take   any and all of the   actions   listed   in
Schedule   5.01(b) of the WPC Disclosure   Schedules at any time prior to or after
the date of this Agreement without the consent of Legacy.



<PAGE>





(c) During the period from the date of this Agreement and   continuing   until the
Effective   Time, each of WPC and Legacy agrees as to itself and, with respect to
Legacy,   the   Legacy   Subsidiaries,    respectively,   that   except   as   expressly
contemplated or permitted by this Agreement,   as disclosed in Section 5.01(c) of
the WPC Disclosure Schedule or the Legacy Disclosure Schedule, as applicable, or
to the extent that the other party shall otherwise consent in writing:

(i) It shall not amend or propose to amend its certificate of   incorporation   or
by-laws or equivalent   organizational   documents   except as contemplated in this
Agreement.

(ii) It   shall   not,   nor in the   case of   Legacy   shall it   permit   the   Legacy
Subsidiaries to, issue, deliver, sell, redeem, acquire,   authorize or propose to
issue, deliver,   sell, redeem,   acquire or authorize,   any shares of its capital
stock of any class or any securities   convertible into, or any rights,   warrants
or   options to   acquire,   any such   shares or   convertible   securities   or other
ownership   interest,   provided   that: (1) Legacy shall be permitted to issue the
shares of Legacy Common Stock to be issued to WPC   Stockholders   hereunder,   and
(2) each party shall be permitted   to issue shares of its common stock   pursuant
to the   exercise of stock   options,   warrants and other   convertible   securities
outstanding as of the date hereof and listed on the WPC   Disclosure   Schedule or
the Legacy Disclosure Schedule, as the case may be.

(iii) It shall not,   nor in the case of Legacy shall it permit any of the Legacy
Subsidiaries   to, nor shall it propose to: (a) declare,   set aside,   make or pay
any   dividend   or other   distribution,   payable   in   cash,   stock,   property   or
otherwise,   with respect to any of its capital   stock or (b) except with respect
to the Reverse Stock Split,   reclassify,   combine,   split,   subdivide or redeem,
purchase or otherwise acquire, directly or indirectly, any of its capital stock.

(iv) Other than dispositions in the ordinary course of business   consistent with
past practice   which would not cause a Legacy   Material   Adverse Effect or a WPC
Material Adverse Effect (as applicable), individually or in the aggregate, to it
and its subsidiaries, taken as a whole, it shall not, nor shall it permit any of
its subsidiaries to, sell, lease,   encumber or otherwise dispose of, or agree to
sell,   lease (whether such lease is an operating or capital lease),   encumber or
otherwise dispose of its assets.

(v) It shall promptly   advise the other party hereto in writing of any change in
the condition (financial or otherwise),   operations or properties, businesses or
business   prospects of such party or any of its subsidiaries   which would result
in a Legacy Material Adverse Effect or WPC Material Adverse Effect,   as the case
may be.



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(vi) It shall   not   permit to occur any (a)   change   in   accounting   principles,
methods or   practices,   investment   practices,   claims,   payment and   processing
practices or policies regarding   inter-company   transactions,   (b) incurrence of
Indebtedness   or any   commitment   to incur   Indebtedness,   any   incurrence   of a
contingent   liability,   Contingent   Obligation   or other   liability of any type,
except   for,   with   respect   to   WPC,   other   than   obligations   related   to the
acquisition of Inventory in the ordinary course of business consistent with past
practices,   (c)   cancellation   of any debt or waiver or release of any contract,
right or claim,   except for cancellations,   waivers and releases in the ordinary
course of business consistent with its past practice which do not exceed $50,000
in the aggregate,   (d) amendment,   termination or revocation of, or a failure to
perform   obligations or the occurrence of any default under, (i) any contract or
agreement   (including,   without   limitation,   leases)   to which it is or,   as of
December 31, 2006,   was a party,   other than in the ordinary   course of business
consistent   with   past   practice,    or   (ii)   any   License,    (e)   execution   of
termination,    severance   or   similar   agreements   with   any   of   its   officers,
directors, employees, agents or independent contractors or (f) entering into any
leases of real property or agreement to acquire real property.

SECTION 5.02.      No Action.

         During the period from the date of this Agreement and continuing   until
the Effective Time, each of WPC and Legacy agrees as to itself and, with respect
to Legacy, the Legacy Subsidiaries,   respectively, that it shall not, and Legacy
shall not permit any of the Legacy   Subsidiaries   to, take or agree or commit to
take   any   action,    (i)   that   is    reasonably    likely   to   make   any   of   its
representations or warranties hereunder   inaccurate;   or (ii) that is prohibited
pursuant to the provisions of this Article V.

                                   ARTICLE VI
                              ADDITIONAL AGREEMENTS

SECTION 6.01.      Access to Information.

         From   the   date   hereof   until   the   Effective    Time   or   the   earlier
termination   of this   Agreement,   each party   shall give the other party and its
respective   counsel,   accountants,   representatives and agents full access, upon
reasonable   notice and during normal business hours, to such party's   facilities
and the financial,   legal,   accounting and other   representatives   of such party
with knowledge of the business and the assets of such party and, upon reasonable
notice, shall be furnished all relevant documents, records and other information
concerning   the   business,   finances   and   properties   of   such   party   and   its
subsidiaries   that the other   party   and its   respective   counsel,   accountants,
representatives and agents, may reasonably request. No investigation pursuant to
this Section 6.02 shall affect or be deemed to modify any of the