AGREEMENT AND PLAN OF MERGER

(a)

“ Acquisition Shares ” means the 72,311,304 MAP VI Common Shares to be issued to the BTRNet Shareholders at Closing pursuant to the terms of the Merger;

(b)

“ Additional BTRNet Disclosure ” means the information and documentation evidencing BTRNet Accounts Payable and Liabilities, Accounts Receivable, Bank Accounts, Debts to Related Parties, Equipment, Insurance Policies, Inventory and Material Contracts which are to be delivered by BTRNet to MAP VI pursuant to the terms hereof;

(c)

“ Agreement ” means this agreement and plan of merger among MAP VI, the Acquirer, BTRNet, and the BTRNet Shareholders;

(d)

“ Audited MAP VI Financial Statements ” means the financial statements of MAP VI for the two year periods ended September 30, 2008 and 2007, together with the unqualified auditors report thereon, prepared in accordance with Item 301 of Regulation S-K, and which are to be delivered by MAP VI to BTRNet pursuant to the terms hereof;

(e)

“ BTRNet Accounts Payable and Liabilities ” means all accounts payable and liabilities of BTRNet, due and owing or otherwise constituting a binding obligation of BTRNet (other than a BTRNet Material Contract) as of September 30, 2008 as set forth in the documentation evidencing such BTRNet Accounts Payable and Liabilities which is to be delivered by BTRNet to MAP VI concurrent with the delivery of the Audited BTRNet Financial Statements;

(f)

“ BTRNet Accounts Receivable ” means all accounts receivable and other debts owing to BTRNet as of September 30, 2008 as set forth in the documentation evidencing such which is to be delivered by BTRNet to MAP VI concurrent with the delivery of the Audited BTRNet Financial Statements;

(g)

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

(h)

“ BTRNet Bank Accounts ” means all of the bank accounts, lock boxes and safety deposit boxes of BTRNet or relating to the BTRNet Business as set forth in the documentation evidencing such BTRNet Bank Accounts which is to be delivered by BTRNet to MAP VI concurrent with the delivery of the Audited BTRNet Financial Statements and as set forth on Schedule “M”;

(i)

“ BTRNet Business ” means all aspects of the business conducted by BTRNet;

(j)

“ BTRNet Cash ” means all cash on hand or on deposit to the credit of BTRNet on the Closing Date;

(k)

“ BTRNet Debt to Related Parties ” means the debts owed by BTRNet to the BTRNet Shareholders or to any family member thereof, or to any affiliate, director or officer of BTRNet or the BTRNet Shareholders as documentation evidencing such BTRNet Debt to Related Parties to be delivered by BTRNet to MAP VI concurrent with the delivery of the Audited BTRNet Financial Statements ;

(l)

“ BTRNet Equipment ” means all machinery, equipment, furniture, and furnishings used in the BTRNet Business, including, without limitation, the items more particularly described in the documentation evidencing such BTRNet Equipment which is to be delivered by BTRNet to MAP VI concurrent with the delivery of the Audited BTRNet Financial Statements;

(m)

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

(n)

“ BTRNet Insurance Policies ” means the public liability insurance and insurance against loss or damage to BTRNet Assets and the BTRNet Business as described in the documentation evidencing such BTRNet Insurance which is to be delivered by BTRNet to MAP VI concurrent with the delivery of the Audited BTRNet Financial Statements;

(o)

“ BTRNet Intangible Assets ” means all of the intangible assets of BTRNet, including, without limitation, BTRNet Goodwill, all trademarks, logos, copyrights, designs, and other intellectual and industrial property of BTRNet, the documentation evidencing such BTRNet Intangible Assets which is to be delivered by BTRNet to MAP VI concurrent with the delivery of the Audited BTRNet Financial Statements;

(p)

“ BTRNet Inventory ” means all inventory and supplies of the BTRNet Business as of September 30, 2008 as set forth in documentation evidencing such BTRNet Inventory which is to be delivered by BTRNet to MAP VI concurrent with the delivery of the Audited BTRNet Financial Statements;

(q)

“ BTRNet Material Contracts ” means the burden and benefit of and the right, title and interest of BTRNet in, to and under all trade and non-trade contracts, engagements or commitments, whether written or oral, to which BTRNet is entitled in connection with the BTRNet Business whereunder BTRNet is obligated to pay or entitled to receive the sum of $10,000 or more 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 those BTRNet Material Contracts to be delivered by BTRNet to MAP VI concurrent with the delivery of the Audited BTRNet Financial Statements;

(r)

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

(s)

“ Closing ” means the completion, on the Closing Date, of the transactions contemplated hereby in accordance with Article 10 hereof;

(t)

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

(u)

“ Effective Time ” means the date of the filing of an appropriate Certificate of Merger in the form required by the State of Delaware, which certificate shall provide that the Merger shall become effective upon such filing;

(v)

“ Material Adverse Change ” means a greater than 10% negative deviation from previously reported financial results (annualized where appropriate);

(w)

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

(x)

“ Merger Consideration ” means the Acquisition Shares;

(y)

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

(z)

“ State Corporation Law ” means the General Corporation Law of the State of Delaware;

(aa)

“ MAP VI Accounts Payable and Liabilities ” means all accounts payable and liabilities of MAP VI, on a consolidated basis, due and owing or otherwise constituting a binding obligation of MAP VI and its subsidiaries (other than a MAP VI Material Contract) as of September 30, 2008 as set forth is Schedule “C” hereto;

(bb)

“ MAP VI Accounts Receivable ” means all accounts receivable and other debts owing to MAP VI, on a consolidated basis, as of September 30, 2008 as set forth in Schedule “D” hereto;

(cc)

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

(dd)

“ MAP VI Bank Accounts ” means all of the bank accounts, lock boxes and safety deposit boxes of MAP VI and its subsidiaries or relating to the MAP VI Business as set forth in Schedule “E” hereto;

(ee)

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

(ff)

“ MAP VI Cash ” means all cash on hand or on deposit to the credit of MAP VI and its subsidiaries on the Closing Date;

(gg)

“ MAP VI Common Shares ” means the shares of common stock in the capital of MAP VI;

(hh)

“ MAP VI Debt to Related Parties ” means the debts owed by MAP VI to any affiliate, director or officer of MAP VI as described in Schedule “F” hereto;

(ii)

“ MAP VI Equipment ” means all machinery, equipment, furniture, and furnishings used in the MAP VI Business, including, without limitation, the items more particularly described in Schedule “G” hereto;

(jj)

“ MAP VI Goodwill” means the goodwill of the MAP VI Business including the right to all corporate, operating and trade names associated with the MAP VI Business, or any variations of such names as part of or in connection with the MAP VI Business, all books and records and other information relating to the MAP VI Business, all necessary licenses and authorizations and any other rights used in connection with the MAP VI Business;

(kk)

“ MAP VI Insurance Policies ” means the public liability insurance and insurance against loss or damage to the MAP VI Assets and the MAP VI Business as described in Schedule “H” hereto;

(ll)

“ MAP VI Intangible Assets " means all of the intangible assets of MAP VI and its subsidiaries, including, without limitation, MAP VI Goodwill, all trademarks, logos, copyrights, designs, and other intellectual and industrial property of MAP VI and its subsidiaries;

(oo)

“ Surviving Company ” means the Acquirer following the merger with BTRNet.

(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 BTRNet Shares . Each BTRNet Share that is issued and outstanding at the Effective Time shall automatically be cancelled and extinguished and converted, without any action on the part of the holder thereof, into the right to receive at the time and in the amounts described in this Agreement an amount of Acquisition Shares equal to the number of Acquisition Shares divided by the number of BTRNet Shares outstanding immediately prior to Closing. All such BTRNet 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 therefore upon the surrender of such certificate in accordance with this Agreement.

(a)

the sale is to MAP VI;

(b)

the sale is made pursuant to the exemption from registration under the Securities Act of 1933,as amended, provided by Rule 144 thereunder; or

(c)

the Acquisition Shares are sold in a transaction that does not require registration under the Securities Act of 1933, as amended, or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to MAP VI an opinion of counsel to that effect or such other written opinion as may be reasonably required by MAP VI.

(a)

Incorporation . MAP VI is a corporation duly incorporated and validly subsisting 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;

(b)

Carrying on Business . MAP VI conducts the business described in its filings with the Securities and Exchange Commission and does not conduct any other business. MAP VI is duly authorized to carry on such business in Delaware.  The nature of the MAP VI Business does not require MAP VI to register or otherwise be qualified to carry on business in any other jurisdictions;

(c)

Corporate Capacity . MAP VI has the corporate power, capacity and authority to own the MAP VI Assets and to enter into and complete this Agreement;

(d)

Reporting Status; Listing . MAP VI is currently required to file current reports with the Securities and Exchange Commission pursuant to section 15(d) of the Securities Exchange Act of 1934, is current in its filings with the Securities and Exchange Commission and has or will provide all requisite information or MAP VI to the Acquirer to prepare any future filings, and the MAP VI Common Shares are quoted on the “Bulletin Board”;

(e)

Incorporation . The Acquirer is a corporation duly incorporated and validly subsisting 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;

(f)

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

(g)

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

(h)

Authorized Capital . The authorized capital of MAP VI consists of 75,000,000 MAP VI Common Shares, $0.0001 par value and 10,000,000 shares of preferred stock. $0.0001 par value, of which 2.5 million MAP VI Common Shares, and no shares of preferred stock are presently issued and outstanding;

(i)

No Option, Warrant or Other Right . No person, firm or corporation has any agreement, option, warrant, preemptive right or any other right capable of becoming an agreement, option, warrant or right for the acquisition of MAP VI Common Shares or for the purchase, subscription or issuance of any of the unissued shares in the capital of MAP VI;

(j)

Authorized Capital . The authorized capital of the Acquirer consists of 200 shares of common stock, $0.001 par value, of which 0 shares of common stock are presently issued and outstanding,

(k)

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

(l)

Charter Documents . The charter documents of MAP VI and the Acquirer have not been altered since the incorporation of each, respectively, except as filed in the record books of MAP VI or the Acquirer, as the case may be;

(m)

Corporate Minute Books . The corporate minute books of MAP VI and its subsidiaries are complete and each of the minutes contained therein accurately reflect the actions that were taken at a duly called and held meeting or by consent without a meeting. All actions by MAP VI and its subsidiaries which required director or shareholder approval are reflected on the corporate minute books of MAP VI and its subsidiaries. MAP VI and its subsidiaries 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.

(n)

MAP VI Financial Statements . The Audited MAP VI Financial Statements, when delivered, will present fairly, in all material respects, the assets and liabilities (whether accrued, absolute, contingent or otherwise) of MAP VI as of the respective dates thereof, and the sales and earnings of the MAP VI Business during the periods covered thereby, in all material respects, and will have been prepared in substantial accordance with generally accepted accounting principles consistently applied and the requirements of Item 301 of Regulation S-K as promulgated by the Securities and Exchange Commission;

(o)

MAP VI Accounts Payable and Liabilities . There are no material liabilities, contingent or otherwise, of MAP VI or its subsidiaries which are not disclosed in Schedule “C” hereto or reflected in the Unaudited MAP VI Financial Statements except those incurred in the ordinary course of business since the date of the said schedule and the Unaudited MAP VI Financial Statements, and neither MAP VI nor its subsidiaries have guaranteed or agreed to guarantee any debt, liability or other obligation of any person, firm or corporation. Without limiting the generality of the foregoing, all accounts payable and liabilities of MAP VI as of September 30, 2008, are described in Schedule “C” hereto;

(p)

MAP VI Accounts Receivable . All the MAP VI Accounts Receivable result from bona fide business transactions and services actually rendered without, to the knowledge and belief of MAP VI, any claim by the obligor for set-off or counterclaim. Without limiting the generality of the foregoing, all accounts receivable of MAP VI as of September 30, 2008, are described in Schedule “D” hereto;

(q)

MAP VI Bank Accounts . All of the MAP VI Bank Accounts, their location, numbers and the authorized signatories thereto are as set forth in Schedule “E” hereto;

(r)

No Debt to Related Parties . Except as disclosed in Schedule “F” hereto, neither MAP VI nor any of its subsidiaries is, and on Closing will not be, indebted to any affiliate, director or officer of MAP VI except accounts payable on account of bona fide business transactions of MAP VI incurred in normal course of the MAP VI Business, including employment agreements, none of which are more than 30 days in arrears;

(s)

No Related Party Debt to MAP VI . No director or officer or affiliate of MAP VI is now indebted to or under any financial obligation to MAP VI or any subsidiary on any account whatsoever, except for advances on account of travel and other expenses not exceeding $1,000 in total;

(t)

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

(u)

No Payments . No payments of any kind have been made or authorized since the date of the Unaudited MAP VI Financial Statements to or on behalf of officers, directors, shareholders or employees of MAP VI or its subsidiaries or under any management agreements with MAP VI 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 MAP VI;

(w)

No Adverse Events . Since the date of the Unaudited MAP VI Financial Statements

(i)

there has not been any material adverse change in the consolidated financial position or condition of MAP VI, its subsidiaries, its liabilities or the MAP VI Assets or any damage, loss or other change in circumstances materially affecting MAP VI, the MAP VI Business or the MAP VI Assets or MAP VI’ right to carry on the MAP VI Business, other than changes in the ordinary course of business,

(ii)

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

(iii)

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

(iv)

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

(v)

MAP VI has not waived or surrendered any right of material value,

(vi)

neither MAP VI nor its subsidiaries have discharged or 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 $10,000 individually or $30,000 in total have been authorized or made.

(x)

Tax Returns . All tax returns and reports of MAP VI and its subsidiaries 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 MAP VI and its subsidiaries or in accordance with any notice of assessment or reassessment issued by any taxing authority have been so paid;

(y)

Current Taxes . 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