AGREEMENT AND PLAN OF MERGER

1.1  

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

(a)  

“ Acquisition Shares ” means the 1,348,516 Midas Common Shares, which shares are to be issued and delivered to the Utilipoint Shareholders at Closing pursuant to the terms of the Merger in accordance with Schedule 1.1(a) , annexed hereto;

(b)  

“ Acquisition Options ”  means options to purchase shares of Midas Common Stock, issued pursuant to the Midas 2009 Incentive Stock Option Plan or otherwise, as set forth on Schedule 1.1(b) ;

(c)  

“ Agreement ” means this Agreement and Plan of Merger by and among Midas, the Acquirer, and Utilipoint;

(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 earlier to occur of the date of (i) the Closing set forth in the Certificate of Merger and (ii) the filing of the appropriate Certificates of Merger in the form required by the State of New Mexico provided that the Merger shall become effective as provided in the NMBCA;

(h)  

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

(i)  

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

(j)  

“ Midas Financial Statements ” means, collectively, the audited financial statements of Midas from inception through December 31, 2008, and the unaudited financial statements of Midas for the period ended June 30, 2009;

(k)   

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

(l)  

“ NMBCA ” means the New Mexico Business Corporation Act;

(m)  

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

(n)  

“ PPM” means the private placement memorandum of Midas (including all exhibits and supplements thereto), to be distributed to the Utilipoint shareholders in connection with the closing of this Agreement;

(o)  

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

(p)  

“ SEC Reports ” means all forms, reports and documents filed and required to be filed by Midas with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) through the date hereof;

(q)  

“ Surviving Company ” means Utilipoint following the Merger;

(r)   

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

(s)  

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

(t)  

“ Utilipoint Business ” means all aspects of the business currently conducted by Utilipoint and its subsidiaries;

(u)  

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

(v)  

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

(w)  

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

(x)  

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

(y)  

“ Utilipoint Inventory ” means all inventory and supplies of the Utilipoint  Business as of June 30, 2009 as increased or decreased in the ordinary course of business;

(z)  

“ Utilipoint Options ” means options to purchase shares of Utilipoint common stock, issued pursuant to the Utilipoint 2009 Stock Option Plan or otherwise;

(aa)  

“ Utilipoint Material Contracts ” means the burden and benefit of and the right, title and interest of Utilipoint in, to and under all trade and non-trade contracts, engagements or commitments, whether written or oral, to which Utilipoint is entitled in connection with the Utilipoint Business under which Utilipoint  is obligated to pay or entitled to receive the sum of Five Thousand Dollars ($5,000) 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

(bb)  

“ Utilipoint Shares ” means all of the issued and outstanding capital stock of Utilipoint;

(cc)  

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

(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, all of which shall be owned by Midas.

(b)  

Conversion of Utilipoint Shares . As agreed between Midas, Acquirer and Utilipoint, the net equity value of Utilipoint is $6,977,417.  As further agreed between Midas, Acquirer and Utilipoint, each share of Midas Common Stock is deemed to be valued at $4.75 per share. As a result of the foregoing, an aggregate of  1,348,516 Acquisition Shares shall be issued in exchange for the 42,191 Utilipoint Shares, equaling an exchange ratio of 32 to one (the “Exchange Ratio”). Each Utilipoint 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 32 Acquisition Shares for each Utilipoint Share. All such Utilipoint 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.

(c)  

Conversion of Utilipoint Options .  Each Utilipoint Option 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 32 Acquisition Options for each outstanding Utilipoint Option. The exercise price of such Acquisition Options shall likewise be derived by dividing the exercise price by the Exchange Ratio.  All such Utilipoint Options, 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 options shall cease to have any rights with respect thereto, except the right to receive the Acquisition Options paid in consideration therefor upon the surrender of such certificate in accordance with this Agreement.

(a)  

Incorporation . Midas 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 . Midas and its subsidiaries do not carry on any material business activity in any jurisdiction. The nature of the Midas Business does not require Midas and its subsidiaries to register or otherwise be qualified to carry on business in any jurisdiction other than the state of its  organization, where Midas and its subsidiaries are each dully qualified and authorized to do business;

(c)  

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

(d)  

Reporting Status; Listing . Midas is required to file current reports with the Commission pursuant to Section 12(g) of the Exchange Act.  The Midas Common Shares are not eligible for quotation or listing on any exchange.  None of Midas’s subsidiaries has common stock that is registered under Section 12(g) of the Exchange Act and none of Midas’s subsidiaries is required to file current reports with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act.

(e)  

SEC Reports . Midas has filed all required 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 New Mexico, and is in good standing with the office of the Secretary of State for the State of Mexico;

(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 Midas consists of 40,000,000 shares of common stock, $0.001 par value, of which 880,000 Midas Common Shares are presently issued and outstanding, and 10,000,000 shares of “blank check” preferred stock $.001 par value, none of which are issued or outstanding.

(j)  

No Option, etc . Except as set forth in Schedule 3.1 (j), no person, firm or corporation has any agreement, warrant or option or any right capable of becoming an agreement, warrant or option for the acquisition of any common or preferred shares of Midas or for the purchase, subscription or issuance of any of the unissued shares in the capital of Midas;

(k)  

Authorized Capital . The authorized capital of the Acquirer consists of 200 shares of common stock, of which 100 shares of common stock are presently issued and outstanding and which are owned by Midas;

(l)  

No Option, etc . Except as provided in or contemplated by, or set forth in this Agreement, the SEC Reports or the PPM , 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 Midas, as amended to date and as of the Closing, and the Acquirer are as set forth as exhibits to the officers certificate to be delivered at Closing pursuant to Section 9.3 hereof.  Midas 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)  

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

(o)  

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

(p)  

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

(q)  

No Debt . Neither Midas 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 Midas;

(r)  

No Related Party Debt to Midas . No director or officer or affiliate of Midas or its subsidiaries, is now indebted to or under any financial obligation to Midas or its subsidiaries on any account whatsoever, except for advances on account of travel and other expenses not exceeding Five Thousand Dollars ($5,000) in total;

(s)  

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

(t)  

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

(u)  

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

(v)  

No Adverse Events . Since June 30, 2009, except as disclosed pursuant to the filing of a Report on Form 8-K,

(i)  

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

(iii)  

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

(iv)  

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

(v)  

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

(vi)  

Midas has not discharged, satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business

(w)  

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

(x)  

Current Taxes . 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 Midas 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 Midas or its subsidiaries;

(y)  

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

(z)  

Applicable Laws . Neither Midas 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 is subject or which apply to it the violation of which would have a material adverse effect on the Midas Business, and to Midas’s knowledge, Midas is not 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 Midas Business;

(aa)  

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

(bb)  

No Bankruptcy . Neither Midas 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 Midas or its subsidiaries and no order has been made or a resolution passed for the winding-up, dissolution or liquidation of Midas or its subsidiaries;

(cc)  

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

(dd)  

Finder's Fees . Unless otherwise disclosed, neither Midas nor its subsidiaries is a 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;

(ee)  

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 Midas and the Acquirer;

(ff)  

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

(i)  

violate the charter documents of Midas 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 Midas or its subsidiaries are a party,

(ii)  

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

(iii)  

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

(v)  

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

(vi)  

violate any court order or decree to which Midas or its subsidiaries are subject;

(gg)  

Maintenance of Business . Since the date of the Midas Financial Statements, Midas and its subsidiaries have not entered into any material agreement or commitment except as set forth in this Agreement and the PPM;

(hh)  

Subsidiaries . Except for the Acquirer, Midas 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 Midas shall include the Acquirer and any other subsidiary that Midas may have but has not disclosed in this Agreement;

(ii)  

Acquisition Shares . The Acquisition Shares when delivered to the holders of Utilipoint Shares pursuant to the Merger shall be validly issued and outstanding as fully paid and non-assessable shares and shall be transferable upon the books of Midas, in all cases subject to the provisions and restrictions of all applicable securities laws but otherwise free and clear of any and all options, proxies, voting trusts, voting agreements, judgments, pledges, charges, escrows, rights of first refusal or first offer, transfer restrictions, mortgages, indentures, claims, liens, equities, security interests and other encumbrances of every kind and nature whatsoever, whether arising by agreement, operation of law or otherwise; and

(jj)  

Securities Law Compliance .  Except as set forth in the SEC Reports, Midas has not issued any shares of its common stock and/or