AGREEMENT AND PLAN OF MERGER

(a)  

“ Acquisition Shares ” means the 18,250,000 MFI Common Shares, which shares are to be issued and delivered to the Sahara Shareholders (subject to the placement of 5,000,000 shares in escrow pursuant to the Escrow Agreement) at Closing pursuant to the terms of the Merger in accordance with Schedule A, annexed hereto;

(b)  

“ Agreement ” means this agreement and plan of merger among MFI, the Acquirer, and Sahara;

(c)  

“ DGCL ” means the Delaware General Corporation Law;

(d)  

 “ Closing ” means the completion, on the Closing Date, of the transactions contemplated hereby in accordance with Article 9 hereof;

(e)  

“ Closing Date ” means the day on which all conditions precedent to the completion of the transaction as contemplated hereby have been satisfied or waived;

(f)  

“ Commission ” means the Securities and Exchange Commission;

(g)  

“ Effective Time ” means the date of the filing of an appropriate Certificate of Merger in the form required by the State of Delaware provided that the Merger shall become effective as provided in the DGCL;

(h)  

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

(i)  

“ Merger ” means the merger, at the Effective Time, of Sahara and the Acquirer pursuant to this Agreement;

(j)  

 “ MFI Business ” means all aspects of any business conducted by MFI and its subsidiaries;

(k)  

 “ MFI Common Shares ” means the shares of common stock in the capital of MFI, it being understood that the shareholders and the board of directors of MFI have approved and prior to Closing will effect a 30-1 reverse split;

(l)  

“ MFI Financial Statements ” means, collectively, the audited financial statements of MFI for the two fiscal years ended December 31, 2007 and 2006, and the unaudited financial statements of MFI for the period ending June 30, 2008;

(m)  

“ Place of Closing ” means the offices of Sichenzia Ross Friedman Ference LLP, or such other place as MFI and Sahara may mutually agree upon;

(n)  

“ PPM ” means the private placement memorandum of MFI (including all exhibits and supplements thereto), dated August 11, 2008;

(o)  

“ Sahara Accounts Receivable ” means all accounts receivable and other amounts owing to Sahara;

(p)  

“ Sahara Assets ” means all the property and assets of the Sahara Business of every kind and description wherever situated including, without limitation, Sahara Inventory, Sahara Material Contracts, Sahara Accounts Receivable, Sahara Cash, Sahara Intangible Assets and Sahara Goodwill, and all credit cards, charge cards and banking cards issued to Sahara;

(q)  

“ Sahara Business ” means all aspects of the business conducted by Sahara and the Subsidiary (as defined herein);

(r)  

“ Sahara Cash ” means all cash on hand or on deposit to the credit of Sahara on the Closing Date, subject to reduction pursuant to Section 7.1(f) below;

(s)  

“ Sahara Financial Statements ” means collectively, the audited financial statements of Sahara for the fiscal years ending December 31, 2007 and December 31, 2006, and the unaudited financial statements of Sahara for the period ending June 30, 2008, which shall be delivered at Closing, all of which will be prepared in accordance with United States generally accepted accounting principles and the requirements of Regulation S-X as promulgated by the Commission;

(t)  

“ Sahara Goodwill ” means the goodwill of the Sahara Business together with the exclusive right of Sahara to represent itself as carrying on the Sahara Business in succession of Sahara subject to the terms hereof, and the right to use any words indicating that the Sahara Business is so carried on including the right to use the name "Sahara Media” or any variation thereof as part of the name of or in connection with the Sahara Business or any part thereof carried on or to be carried on by Sahara, the right to all corporate, operating and trade names associated with the Sahara Business, or any variations of such names as part of or in connection with the Sahara Business, all telephone listings and telephone advertising contracts, all lists of customers, books and records and other information relating to the Sahara Business, all necessary licenses and authorizations and any other rights used in connection with the Sahara Business;

(u)  

“ Sahara Intangible Assets ” means all of the intangible assets of Sahara, including, without limitation, Sahara Goodwill, all trademarks, logos, copyrights, designs, and other intellectual and industrial property of Sahara;

(v)  

“ Sahara Inventory ” means all inventory and supplies of the Sahara Business as of December 31, 2007 as increased or decreased in the ordinary course of business;

(w)  

“ Sahara Material Contracts ” means the burden and benefit of and the right, title and interest of Sahara in, to and under all trade and non-trade contracts, engagements or commitments, whether written or oral, to which Sahara is entitled in connection with the Sahara Business under which Sahara is obligated to pay or entitled to receive the sum of Ten Thousand Dollars ($10,000) or more annually including, without limitation, any pension plans, profit sharing plans, bonus plans, loan agreements, security agreements, indemnities and guarantees, any agreements with employees, lessees, licensees, managers, accountants, suppliers, agents, distributors, officers, directors, attorneys or others which cannot be terminated without liability on not more than one month's notice; and

(x)  

“ Sahara Shares ” means all of the issued and outstanding shares of Sahara's equity stock;

(y)  

“ Sahara Shareholders ” means all of the holders of the issued and outstanding Sahara Shares;

(z)  

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

(aa)  

“ SEC Reports ” means all forms, reports and documents filed and required to be filed by MFI with the Commission under the Exchange Act on and after January 1, 2006 through the date hereof;

(bb)  

“ Subscription Agreements ” means the series of subscription agreements between MFI and a group of investors, pursuant to the PPM, pursuant to which the investors will subscribe for shares of MFI’s common stock;

(cc)  

“ Surviving Company ” means Sahara following the merger with the Acquirer;

(a)  

Capital Stock of the Acquirer . Each issued and outstanding share of the Acquirer's capital stock shall continue to be issued and outstanding and shall be converted into one share of validly issued, fully paid, and non-assessable common stock of the Surviving Company. Each stock certificate of the Acquirer evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Company.

(b)  

Conversion of Sahara Shares . Each Sahara Share that is issued and outstanding at the Effective Time, set forth on Schedule A, shall automatically be cancelled and extinguished and converted, without any action on the part of the holder thereof, into the right to receive one (1) Acquisition Share for each Sahara Share (subject to the placement of an aggregate 5,000,000 shares in escrow pursuant to the Escrow Agreement). All such Sahara Shares, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Acquisition Shares paid in consideration therefor upon the surrender of such certificate in accordance with this Agreement.

(a)  

Incorporation . MFI is a corporation duly incorporated and validly existing under the laws of the State of Delaware, and is in good standing with the office of the Secretary of State for the State of Delaware. Mac Filmworks, Inc., a Texas corporation (“Subsidiary”), is a corporation duly incorporated and validly existing under the laws of the State of Texas;

(b)  

Carrying on Business . MFI and its subsidiaries, including the Subsidiary currently do not carry on any material business activity in any jurisdiction. The nature of the MFI Business does not require MFI and its subsidiaries to register or otherwise be qualified to carry on business in any jurisdiction other than the respective states of their organization, where MFI and its subsidiaries  are each dully qualified and authorized to do business;

(c)  

Corporate Capacity . MFI has the corporate power, capacity and authority to own its assets and to enter into and complete this Agreement. None of MFI’s subsidiaries, including the Subsidiary has any assets or liabilities;

(d)  

Reporting Status; Listing . MFI’s common stock is registered under Section 12(g) of the Exchange Act and MFI is required to file current reports with the Commission pursuant to Section 13(a) of the Exchange Act. The MFI Common Shares are quoted on the OTC Bulletin Board under the symbol “MFWO”. None of MFI’s subsidiaries, including the Subsidiary has common stock that is registered under Section 12(g) of the Exchange Act and none of MFI’s subsidiaries is required to file current reports with Commission pursuant to Section 13(a) or 15(d) of the Exchange Act;

(e)  

SEC Reports . MFI has filed all SEC Reports with the Commission under the Exchange Act. The SEC Reports, at the time filed, complied as to form in all material respects with the requirements of the Exchange Act. None of the SEC Reports, including without limitation any financial statements or schedules included therein, contains any untrue statements of a material fact or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

(f)  

Incorporation . The Acquirer is a corporation duly incorporated and validly existing under the laws of the State of Delaware, and is in good standing with the office of the Secretary of State for the State of Delaware;

(g)  

Carrying on Business . Other than corporate formation and organization, the Acquirer has not carried on business activities to date;

(h)  

Corporate Capacity . The Acquirer has the corporate power, capacity and authority to enter into and complete this Agreement;

(i)  

Authorized Capital . The authorized capital of MFI consists of 50,000,000 shares of common stock, $0.003 par value, and 10,000,000 shares of preferred stock, $0.0001 par value, of which  24,540,000 MFI Common Shares are presently issued and outstanding (which shares of common stock outstanding will be 818,000 subsequent to the 30-1 reverse split to be effected prior to Closing), and MFI has not created or authorized any series of preferred stock and has no obligation or understanding to do so.  The authorized capital of the Subsidiary consists of 10,000,000 shares of Class A common stock $.001 par value and 10,000,000 shares of preferred, of which only 4,747,680 shares of Class A common stock is issued and outstanding all of which is owned by MFI free of any liens or encumbrances;

(j)  

No Option . Except as provided in, contemplated by, or set forth in this Agreement, the SEC Reports, the purchase agreement entered into between Sahara and John Thomas Bridge & Opportunity Fund dated on or about June 30, 2008, the PPM or the Subscription Agreements, no person, firm or corporation has any agreement or option or any right capable of becoming an agreement or option for the acquisition of any common or preferred shares of MFI or for the purchase, subscription or issuance of any of the unissued shares in the capital of MFI;

(k)  

Authorized Capital . The authorized capital of the Acquirer consists of 300 shares of common stock, of which 300 shares of common stock are presently issued and outstanding and which are owned by MFI;

(l)  

No Option . No person, firm or corporation has any agreement or option or any right capable of becoming an agreement or option for the acquisition of any common or preferred shares in Acquirer or for the purchase, subscription or issuance of any of the unissued shares in the capital of Acquirer;

(m)  

Charter Documents . The charter documents of MFI, the Subsidiary and the Acquirer are as set forth as exhibits to the officers certificate to be delivered at Closing pursuant to Section 9.3 hereof;

(n)  

Corporate Minute Books .  MFI and its subsidiaries, including the Subsidiary are not in violation or breach of, or in default with respect to, any term of their respective Certificates of Incorporation (or other charter documents) or by-laws;

(o)  

MFI Financial Statements . The MFI Financial Statements present fairly, in all material respects, the assets and liabilities (whether accrued, absolute, contingent or otherwise) of MFI, including the assets and liabilities, if any of MFI’s subsidiaries, as of the respective dates thereof, and the results of operations and changes in financial position of MFI during the period covered thereby, in all material respects and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods indicated;

(p)  

MFI Accounts Payable and Liabilities . There are no material liabilities, contingent or otherwise, of MFI or its subsidiaries, including the Subsidiary which are not reflected in the MFI Financial Statements except those incurred in the ordinary course of business since the date of the MFI Financial Statements, and neither MFI nor its subsidiaries have guaranteed or agreed to guarantee any debt, liability or other obligation of any person, firm or corporation;

(q)  

MFI Accounts Receivable . There are no accounts receivable of MFI or any of MFI’s subsidiaries, including the Subsidiary;

(r)  

No Debt . Neither MFI nor its subsidiaries, including the Subsidiary are, on the date hereof and on Closing will be, materially indebted to any, person or entity or other third party, including any  affiliate, director or officer of MFI except for accounts payable to Brewer & Pritchard PC in an amount not to exceed $60,000 which amount will be paid off at Closing as described in Section 9.4 hereof;

(s)  

No Related Party Debt to MFI . No director or officer or affiliate of MFI or its subsidiaries, including the Subsidiary is now indebted to or under any financial obligation to MFI or its subsidiaries on any account whatsoever, except for advances on account of travel and other expenses not exceeding One Thousand Dollars ($1,000) in total;

(t)  

No Dividends . No dividends or other distributions on any shares in the capital of MFI or the Subsidiary have been made, declared or authorized since the date of the MFI Financial Statements;

(u)  

No Payments . No payments of any kind have been made or authorized since the date of the MFI Financial Statements to or on behalf of officers, directors, shareholders or employees of MFI or its subsidiaries or under any management agreements with MFI or its subsidiaries, except payments made in the ordinary course of business and at the regular rates of salary or other remuneration payable to them;

(v)  

No Pension Plans . There are no pension, profit sharing, group insurance or similar plans or other deferred compensation plans affecting MFI or its subsidiaries;

(w)  

No Adverse Events . Since June 30, 2008,

(i)  

there has not been any material adverse change in the properties, results of operations, financial position or condition (financial or otherwise) of MFI, its subsidiaries, its assets or liabilities or any damage, loss or other change in circumstances materially affecting MFI, the MFI Business or MFI’s right to carry on the MFI Business, other than non-material changes in the ordinary course of business or as contemplated pursuant to this Agreement,

(ii)  

there has not been any damage, destruction, loss or other event (whether or not covered by insurance) materially and adversely affecting MFI, its subsidiaries, or the MFI Business,

(iii)  

there has not been any material increase in the compensation payable or to become payable by MFI to any of MFI’s officers, employees or agents or any bonus, payment or arrangement made to or with any of them,

(iv)  

the MFI Business has been and continues to be carried on in the ordinary course,

(v)  

MFI has not waived or surrendered any right of material value,

(vi)  

Neither MFI nor its subsidiaries, including the Subsidiary  have discharged, satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business; and

(vii)  

no capital expenditures in excess of Thirty Thousand Dollars ($30,000) have been authorized or made by MFI.

(x)  

Tax Returns . As of the Closing Date, tax returns for 2007, 2006, 2005 and 2004 and reports of MFI and its subsidiaries, including the Subsidiary, required by law to be filed have been filed and are true, complete and correct, and any taxes payable in accordance with any return filed by MFI and its subsidiaries, including the Subsidiary or in accordance with any notice of assessment or reassessment issued by any taxing authority have been so paid and no amounts are owed to any taxing authority as of the Closing Date. Without limiting the generality of the foregoing, MFI hereby repreents that no amounts are owed to any taxing authorities by MFI and/or its subsidiaries, including the Subsidiary, for the period commencing on the formation(incorporation) of MFI though the Closing Date;

(y)  

Current Taxes . At December 31, 2007, deferred tax assets consisted of a NOL carry forward of $488,000, less a valuation allowance of $488,000, with zero net taxes owed. MFI had a net operating loss carry forward of approximately $1.28 million at December 31, 2007. Adequate provisions have been made for taxes payable for the current period for which tax returns are not yet required to be filed and there are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any tax return by, or payment of, any tax, governmental charge or deficiency by MFI or its subsidiaries.  There are no contingent tax liabilities or any grounds which would prompt a reassessment including aggressive treatment of income and expenses in filing earlier tax returns for MFI or its subsidiaries including the Subsidiary;

(z)  

Licenses . MFI and its subsidiaries hold all licenses and permits as may be requisite for carrying on the MFI Business in the manner in which it has heretofore been carried on, which licenses and permits have been maintained and continue to be in good standing except where the failure to obtain or maintain such licenses or permits would not have a material adverse effect on the MFI Business;

(aa)  

Applicable Laws . Neither MFI nor its subsidiaries have been charged with or received notice of breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which they are subject or which apply to them the violation of which would have a material adverse effect on the MFI Business, and to MFI’s knowledge, neither MFI nor its subsidiaries are in breach of any laws, ordinances, statutes, regulations, bylaws, orders or decrees the contravention of which would result in a material adverse impact on the MFI Business;

(bb)  

Pending or Threatened Litigation . There is no litigation or administrative or governmental proceeding pending or threatened against or relating to MFI, its subsidiaries, or the MFI Business nor does MFI have any knowledge of any act or omission of MFI or its subsidiaries that would form any material basis for any such action or proceeding;

(cc)  

No Bankruptcy . Neither MFI nor its subsidiaries have made any voluntary assignment or proposal under applicable laws relating to insolvency and bankruptcy and no bankruptcy petition has been filed or presented against MFI or its subsidiaries and no order has been made or a resolution passed for the winding-up, dissolution or liquidation of MFI or its subsidiaries;

(dd)  

Labor Matters . Neither MFI nor its subsidiaries are party to any collective agreement relating to the MFI Business with any labor union or other association of employees and no part of the MFI Business has been certified as a unit appropriate for collective bargaining or, to the knowledge of MFI, has made any attempt in that regard;

(ee)  

Finder's Fees . Neither MFI nor its subsidiaries are party to any agreement which provides for the payment of finder's fees, brokerage fees, commissions or other fees or amounts which are or may become payable to any third party in connection with the execution and delivery of this Agreement and the transactions contemplated herein, except as set forth in Section 9.4 hereof;

(ff)  

Authorization and Enforceability . The execution and delivery of this Agreement, and the completion of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of MFI, the Subsidiary and the Acquirer;

(gg)  

No Violation or Breach . The execution and performance of this Agreement will not:

(i)  

violate the charter documents of MFI, the Subsidiary or the Acquirer or result in any breach of, or default under, any loan agreement, mortgage, deed of trust, or any other agreement to which MFI or its subsidiaries are party,

(ii)  

give any person any right to terminate or cancel any agreement or any right or rights enjoyed by MFI or its subsidiaries,

(iii)  

result in any alteration of MFI’s or its subsidiaries’ obligations under any agreement to which MFI or its subsidiaries are party,

(iv)  

result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favor of a third party upon or against the assets of MFI,

(v)  

result in the imposition of any tax liability to MFI or its subsidiaries relating to the assets of MFI, or

(vi)  

violate any court order or decree to which either MFI or its subsidiaries is subject;

(hh)  

Maintenance of Business . Since the date of the MFI Financial Statements, MFI and its subsidiaries have not entered into any material agreement or commitment except in the ordinary course and except as provided in, contemplated by, or set forth in this Agreement, the PPM, the Subscription Agreements or in the SEC Reports;

(ii)  

Subsidiaries . Except for the Acquirer and the Subsidiary, MFI does not own any subsidiaries and does not otherwise own, directly or indirectly, any shares or interest in any other corporation, partnership, joint venture or firm.  References in this Agreement to any subsidiaries of the MFI shall include the Acquirer, the Subsidiary and any other subsidiary that MFI may have but has not disclosed in this Agreement;

(jj)  

Acquisition Shares . The Acquisition Shares when delivered to the holders of Sahara Shares pursuant to the Merger shall be validly issued and outstanding as fully paid and non-assessable shares and the