AGREEMENT AND PLAN OF MERGER

1.1  

In this Agreement the following terms will have the following meanings:

(a)  

“ Acquisition Shares ” means the 20,000,000 DecisionPoint Common Shares, which shares are to be issued and delivered to the DecisionPoint Systems Shareholders at Closing pursuant to the terms of the Merger, it being understood that DecisionPoint declared the Stock Dividend, whereby each DecisionPoint shareholder of record on June 17, 2009 will receive seven (7) shares for every one (1) share of DecisionPoint common stock which they own;

(b)  

“ Agreement ” means this agreement and plan of merger among DecisionPoint, the Acquirer, and DecisionPoint Systems;

(c)  

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

(d)  

 “ DecisionPoint Common Shares ” means the shares of common stock, par value $0.001, in the capital of DecisionPoint;

(e)  

“ DecisionPoint Financial Statements ” means, collectively, the audited financial statements of DecisionPoint for the two fiscal years ended April 31, 2008 and 2007, and the unaudited financial statements of DecisionPoint for the period ending January 31, 2009;

(f)  

“ CGCL” means the California General Corporation Law;

(g)  

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

(h)  

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

(i)  

“ Commission ” means the Securities and Exchange Commission;

(j)  

  DecisionPoint Systems Accounts Receivable ” means all accounts receivable and other amounts owing to DecisionPoint Systems;

(k)  

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

(l)  

“ DecisionPoint Systems Business ” means all aspects of the business conducted by DecisionPoint Systems and its subsidiaries;

(m)  

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

(n)  

“ DecisionPoint Systems Financial Statements ” means collectively, the audited financial statements of DecisionPoint Systems for the fiscal years ending December 31, 2008 and December 31, 2007, and the unaudited financial statements of DecisionPoint Systems as of March 31, 2009, 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;

(o)  

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

(p)  

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

(q)  

“ DecisionPoint Systems Inventory ” means all inventory and supplies of the DecisionPoint Business as of March 31, 2009 as increased or decreased in the ordinary course of business;

(r)  

“ DecisionPoint Systems Material Contracts ” means the burden and benefit of and the right, title and interest of DecisionPoint Systems in, to and under all trade and non-trade contracts, engagements or commitments, whether written or oral, to which DecisionPoint Systems is entitled in connection with the DecisionPoint Systems Business under which DecisionPoint Systems 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

(s)  

“ DecisionPoint Systems Shares ” means all of the issued and outstanding shares of DecisionPoint Systems’ equity stock;

(t)  

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

(u)  

“ DGCL” means the Delaware General Corporation Law

(v)  

 “ Effective Time ” means the date of the filing of the appropriate Certificates of Merger in the form required by the States of Delaware and California provided that the Merger shall become effective as provided in the DGCL and the CGCL;

(w)  

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

(x)  

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

(y)  

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

(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 DecisionPoint with the Commission under the Exchange Act through the date hereof;

(bb)  

“ Securities Purchase Agreements ” means the series of securities purchase agreements between DecisionPoint and a group of investors, pursuant to which the investors will subscribe for debentures of DecisionPoint;

(cc)  

“ Stock Dividend ” means the stock dividend declared by the board of directors of DecisionPoint on June 5, 2009, whereby each stockholder of record as of May 31, 2009 will receive seven (7) shares of DecisionPoint common stock for each one (1) share of DecisionPoint common stock which they own;

(dd)  

“ Surviving Company ” means Acquirer following the merger with DecisionPoint Systems;

(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 DecisionPoint Systems Shares . Each DecisionPoint Systems 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 1,214.5504 Acquisition Shares for each DecisionPoint Systems Share. All such DecisionPoint Systems 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)  

Notwithstanding any provision of this Agreement to the contrary, each share of DecisionPoint Systems common stock that is issued and outstanding immediately prior to the Closing and that is held by a shareholder of DecisionPoint Systems who has not voted in favor of this Agreement or consented thereto in writing and who shall have otherwise perfected such holder’s dissenters’ rights in accordance with and as contemplated by Sections 1300-1313 of the CGCL(each such shareholder, a “Dissenting Stockholder”, and each share of DecisionPoint Systems common stock held by such shareholder, a “Dissenting Share”) shall not be canceled, extinguished and converted, but shall be entitled to receive from the Surviving Corporation the value of the shares of DecisionPoint Systems common stock held by such Dissenting Stockholder as determined pursuant to Sections 1300-1313 of the CGCL; provided, however, that if such Dissenting Stockholder fails to perfect, or effectively withdraws or loses such holder’s right to appraisal of and payment for such holder’s shares under Sections 1300-1313 of the CGCL, each share of DecisionPoint Systems common stock of such Dissenting Stockholder shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Closing, the right to receive shares of DecisionPoint common stock, and such share of DecisionPoint Systems common stock shall no longer be a Dissenting Share.  In such event, DecisionPoint Systems shall deliver the number of shares of DecisionPoint common Stock to which such shareholder is entitled (without interest) upon surrender by such shareholder of the certificate or certificates representing the shares of DecisionPoint Systems common stock held by such shareholder.

(b)  

DecisionPoint Systems shall provide notice in accordance with the CGCL to each shareholder that is entitled to appraisal rights; provided that if the DecisionPoint Systems shareholders have approved the Merger by written consent pursuant to Sections 1300-1313 of the CGCL, DecisionPoint Systems shall provide notice promptly, and in any event within five (5) business days, after such stockholder approval is obtained.  DecisionPoint Systems shall give prompt notice to DecisionPoint of any demands received by DecisionPoint Systems for appraisal of shares of DecisionPoint Systems common stock.  The Surviving Corporation shall promptly pay to any Dissenting Stockholder any and all amounts due and owing to such holder as a result of any settlement of, or determination by the courts of the State of California with respect to, such demands.

(a)  

Incorporation . DecisionPoint 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.

(b)  

Carrying on Business . DecisionPoint and its subsidiaries, currently do not carry on any material business activity in any jurisdiction. The nature of the DecisionPoint Business does not require DecisionPoint 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 DecisionPoint and its subsidiaries  are each dully qualified and authorized to do business;

(c)  

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

(d)  

Reporting Status; Listing . DecisionPoint is required to file current reports with the Commission pursuant to Section 15(d) of the Exchange Act. DecisionPoint’s common stock is not registered under Section 12(g) of the Exchange Act.  The DecisionPoint Common Shares are quoted on the OTC Bulletin Board under the symbol “CUSA”. None of DecisionPoint’s subsidiaries has common stock that is registered under Section 12(g) of the Exchange Act and none of DecisionPoint’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 . DecisionPoint 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 DecisionPoint consists of 100,000,000 shares of common stock, $0.001 par value, of which 20,000,000 DecisionPoint Common Shares shall be issued and outstanding after the Stock Dividend, it being understood that immediately following the closing, DecisionPoint’s majority shareholders shall return an aggregate of 12,000,000 shares of common stock, $0.001 par value, to DecisionPoint for cancellation;

(j)  

No Option . Except as provided in, contemplated by, or set forth in this Agreement, the SEC Reports, 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 DecisionPoint or for the purchase, subscription or issuance of any of the unissued shares in the capital of DecisionPoint;

(k)  

Authorized Capital . The authorized capital of the Acquirer consists of 200 shares of common stock, of which 200 shares of common stock are presently issued and outstanding and which are owned by Solution;

(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 DecisionPoint 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 .  DecisionPoint 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;

(o)  

DecisionPoint Financial Statements . The DecisionPoint Financial Statements present fairly, in all material respects, the assets and liabilities (whether accrued, absolute, contingent or otherwise) of DecisionPoint, including the assets and liabilities, if any of DecisionPoint’ subsidiaries, as of the respective dates thereof, and the results of operations and changes in financial position of DecisionPoint 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)  

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

(q)  

DecisionPoint Accounts Receivable . There are no accounts receivable of DecisionPoint or any of DecisionPoint’s subsidiaries;

(r)  

No Debt . Neither DecisionPoint nor its subsidiaries are, on the date hereof and on Closing, materially indebted to any, person or entity or other third party, including any affiliate, director or officer of DecisionPoint;

(s)  

No Related Party Debt to DecisionPoint . No director or officer or affiliate of DecisionPoint or its subsidiaries, is now indebted to or under any financial obligation to DecisionPoint 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 . Except for the Stock Dividend, no dividends or other distributions on any shares in the capital of DecisionPoint have been made, declared or authorized since the date of the DecisionPoint Financial Statements;

(u)  

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

(w)  

No Adverse Events . Since January 31, 2009,

(i)  

there has not been any material adverse change in the properties, results of operations, financial position or condition (financial or otherwise) of DecisionPoint, its subsidiaries, its assets or liabilities or any damage, loss or other change in circumstances materially affecting DecisionPoint, the DecisionPoint Business or DecisionPoint’s right to carry on the DecisionPoint 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 DecisionPoint, its subsidiaries, or the DecisionPoint Business,

(iii)  

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

(iv)  

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

(v)  

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

(vi)  

Neither DecisionPoint nor its subsidiaries 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 have been authorized or made by DecisionPoint.

(x)  

Tax Returns . As of the Closing Date, all tax returns of DecisionPoint 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 DecisionPoint and its subsidiaries, 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, DecisionPoint hereby represents that no amounts are owed to any taxing authorities by DecisionPoint and/or its subsidiaries, for the period commencing on the formation(incorporation) of DecisionPoint though the Closing Date;

(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 tax, governmental charge or deficiency by DecisionPoint 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 DecisionPoint or its subsidiaries;

(z)  

Licenses . DecisionPoint and its subsidiaries hold all licenses and permits as may be requisite for carrying on the DecisionPoint 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 DecisionPoint Business;

(aa)  

Applicable Laws . Neither DecisionPoint 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 DecisionPoint Business, and to DecisionPoint’s knowledge, neither DecisionPoint 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 DecisionPoint Business;

(bb)  

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

(cc)  

No Bankruptcy . Neither DecisionPoint 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