AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger

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Title: AGREEMENT AND PLAN OF MERGER
Governing Law: Oklahoma Date: 12/7/2005
Law Firm: Morse, Zelnick, Rose & Lander LLP; Batcher Zarcone & Baker, LLP

Exhibit 10

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement"), dated as of

December 1, 2005 among SIAM IMPORTS, INC., a Nevada corporation ("Siam"); SIAM

ACQUISITION CORP., a Nevada corporation ("SAC"); and VAUGHAN FOODS, INC., an

Oklahoma corporation ("Vaughan") and together with Siam and SAC collectively,

the "Parties," and individually, a "Party" ).

RECITALS

A. Vaughan is a privately held corporation engaged in the business of

processing certain food products and Siam is a publicly reporting corporation.

B. Siam and Vaughan have agreed in principle to a merger on the terms and

subject to the conditions set forth in this Agreement.

C. The respective Boards of Directors of Vaughan, Siam and SAC have each

determined that it is advisable and in the best interests of their respective

stockholders that Siam acquire Vaughan pursuant to the terms and conditions of

this Agreement, and, in furtherance of such acquisition, such Boards of

Directors have approved the merger of SAC with and into Vaughan, so that Vaughn

will be the surviving corporation (the "Merger"), in accordance with the terms

of this Agreement and the applicable provisions of Article 78 (Private

Corporations) the Nevada Revised Statutes("NRS") and, if applicable, the

Oklahoma General Corporation Act ("OGCA," and together with the NRS, the

"Corporation Laws").

D. For United States federal income tax purposes, it is intended that the

Merger shall qualify as a "reorganization" within the meaning of Section 368(a)

of the Internal Revenue Code of 1986, as amended (the "Code"), and that this

Agreement shall be, and is hereby, adopted as a "plan of reorganization" for

purposes of Section 368(a) of the Code;

E. Pursuant to the Merger, each outstanding share of the common stock of

Vaughan ("Vaughan Common Stock") shall be converted into the right to receive

shares of common stock of Siam, par value $.001 par per share ("Siam Common

Stock").

F. The Parties desire in this Agreement to make certain representations,

warranties, covenants, and agreements in connection with, and establish certain

conditions precedent to, the Merger.

Accordingly, in consideration of the representations, warranties and

covenants contained in this Agreement, the Parties agree as follows:

<PAGE>

ARTICLE I

THE MERGER

1.1 The Merger; The Merger Consideration.

(a) As of the date of this Agreement and immediately prior to the Effective

Time (as defined below), Siam has (and will have) outstanding 8,000,000 shares

of Siam Common Stock.

(b) In connection with the Merger,

(i) The shares of Vaughan Common Stock issued and outstanding at the

Effective Time shall be exchangeable for that number of fully paid and

nonassessable shares of the Siam Common Stock, and each holder of Vaughan Common

Stock will be entitled to receive such number of shares of Siam Common Stock as

shall be proportionate to the number of outstanding shares of Vaughan Common

Stock held by such shareholder immediately prior to the Effective Time. As of

the Effective Time, each holder of a certificate or certificates which

immediately prior to the Effective Time represented outstanding shares of the

Vaughan Common Stock shall cease to have any rights with respect thereto, except

the right to receive a certificate or certificates representing the number of

whole shares of the Siam Common Stock into which such shares of Vaughan Common

Stock have been converted;

(ii) Each warrant to acquire shares of Vaughan Common Stock (each, a

"Vaughan Warrant" and collectively, the "Vaughan Warrants") issued and

outstanding at the Effective Time shall cease to be outstanding and shall be

converted into a warrant (a "Siam Warrant") to acquire that number of fully paid

and nonassessable shares of the Siam Common Stock. As of the Effective Time,

each holder of Vaughan Warrant shall cease to have any rights with respect

thereto, except the right to receive a Siam Warrant representing the right to

acquire the number of whole shares of Siam Common Stock which such option

represents in accordance with the preceding sentence;

(iii) Each warrant to acquire units comprised of shares of Vaughan

Common Stock and warrants to purchase shares of Vaughan Common Stock (each, a

"Vaughan Unit Purchase Warrant" and collectively, the "Vaughan Unit Purchase

Warrants") issued and outstanding at the Effective Time shall cease to be

outstanding and shall be converted into a warrant (a "Siam Unit Purchase

Warrant") to acquire that number of units comprised of fully paid and

nonassessable shares of the Siam Common Stock and warrants to acquire fully paid

and nonassessable shares of Siam Common Stock. As of the Effective Time, each

holder of a Vaughan Unit Purchase Warrant shall cease to have any rights with

respect thereto, except the right to receive a Siam Unit Purchase Warrant

representing the right acquire the number of whole shares of Siam Common Stock

and the number of warrants which such option represents in accordance with the

preceding sentence;

(iv) Each share of Siam Common Stock issued and outstanding at the

Effective Time shall continue to be outstanding, with the same rights and

privileges; and

<PAGE>

(v) By operation of law, as of the Effective Time the assets and the

liabilities, obligations, contracts, if any, of SAC will become the debts,

obligations, contracts, liabilities and assets of Vaughan.

1.2 Certificates of Merger.

Articles of merger (the "Nevada Certificate") shall be prepared, executed

and delivered to the Secretary of State of the State of Nevada (the "Nevada

Secretary") for filing on the Closing Date, as defined in Section 3, in

accordance with the NRS, and, if required by the OGCA, a certificate of merger

or consolidation (the "Oklahoma Certificate," and together with the Nevada

Certificate, the "Merger Certificates") shall be prepared, executed and

delivered to the Secretary of State of the State of the State of Oklahoma (the

"Oklahoma Secretary," and together with the Nevada Secretary, the "Secretaries")

for filing on the Closing Date, as defined in Section 3, in accordance with the

respective Corporation Laws.

1.3 Effective Time.

The Merger shall become effective upon the filing of the respective Merger

Certificates with the Secretaries in accordance with the provisions of the

respective Corporation Laws (or solely with the Nevada Secretary, if a

certificate of merger or consolidation is not legally required to be filed with

the Oklahoma Secretary). The date and time of the filing of the Merger

Certificates with the Secretaries (or articles of merger solely with the Nevada

Secretary) is referred to herein as the "Effective Time."

1.4 Tax-Free Merger.

The Parties intend that the Merger will be treated as a tax-free

reorganization under Section 368(a) of the Code.

ARTICLE II

EFFECT OF THE MERGER

2.1 General

Subject to the terms and conditions of this Agreement, at the Effective

Time, the corporate existence of SAC shall merge with and into Vaughan in

accordance with the respective Corporation Laws, the separate corporate

existence of SAC shall cease, and Vaughan shall continue as the surviving

corporation in the Merger and deemed to be a continuation of the entities and

identities of SAC and Vaughan. Vaughan, in its capacity as the surviving

corporation of the Merger, is sometimes referred to herein as the "Surviving

Corporation." The Surviving Corporation shall possess all the rights,

privileges, powers, immunities and franchises of SAC (sometimes referred to

hereinafter as the "Merged Corporation"); all assets, real, personal and mixed,

and all debts due on whatever account, and all and every interest, of or

belonging to or due the Merged Corporation shall, by operation of law, be vested

in the Surviving Corporation without further act or deed. The Surviving

Corporation shall have all the rights, privileges, immunities and powers, and

shall be subject to all the duties and liabilities of, a corporation organized

under the OGCA.

<PAGE>

2.2 Exchange or Conversion of Securities.

(a) At the Effective Time, by virtue of the Merger and without any action

on the part of any Party or holder of Vaughan Shares, the aggregate number of

shares of Vaughan Common Stock outstanding immediately prior to the Effective

Time and owned of record by Vaughan shareholders shall be exchangeable solely

for an aggregate of 11,580,000 validly issued, fully paid and nonassessable

shares of Siam Common Stock.

(b) At the Effective Time, by virtue of the Merger and without any action

on the part of any Party or holder of Vaughan Warrants, the aggregate number of

Vaughan Warrants outstanding immediately prior to the Effective Time and owned

of record by holders of Vaughan Warrants shall be converted into and become an

aggregate of 2,000,000 validly issued Siam Warrants, each Siam Warrant entitling

the holder to acquire one share of Siam Common Stock on substantially the same

terms as applied to the Vaughan Warrant.

on the part of any Party or holder of Vaughan Unit Purchase Warrants, the

aggregate number of Vaughan Unit Purchase Warrants outstanding immediately prior

to the Effective Time and owned of record by holders of Vaughan Unit Purchase

Warrants shall be converted into and become an aggregate of 80,000 validly

issued Siam Unit Purchase Warrants, each Siam Unit Purchase Warrant entitling

the holder to purchase to acquire a unit consisting of four shares of Siam

Common Stock and two warrants to purchase shares of Siam Common Stock on

substantially the same terms as applied to the Vaughan Unit Purchase Warrant.

2.3 Surrender of Securities.

(a) For purposes of this Agreement, "Business Day" shall mean a day other

than a Saturday, Sunday or day when commercial banks are not generally open to

the public in New York, New York. Not later than one (1) Business Day after the

Effective Time, each holder of record of shares of Vaughan Common Stock

outstanding immediately prior to the Effective Time ("Outstanding Shares"),

shall deliver or cause to be delivered to Siam a certificate or certificates

representing the number of shares of Outstanding Shares held by such holder

("Outstanding Share Certificates"). To the extent that a holder of record of

Outstanding Shares (each a "Shareholder") delivers or causes to be delivered to

Siam a Outstanding Share Certificates, then Siam shall promptly deliver or cause

to be delivered to such Shareholder or such Shareholder's duly appointed agent,

a certificate(s) representing the number of shares of Siam Common Stock to which

the Shareholder is entitled pursuant to Sections 1.1(b) and 2.2 hereof. Siam

shall effect delivery of the certificate or certificates for Siam Common Stock

against receipt of the Shareholder's Outstanding Share Certificates. At the

Effective Time, a holder of an Outstanding Share Certificate shall not have any

rights with respect to shares of Siam Common Stock, other than to surrender such

Outstanding Share Certificate pursuant to this Section 2.3(a)

(b) Not later than one (1) Business Day after the Effective Time, each

holder of record of Vaughan Warrants and of Vaughan Unit Purchase Warrants

outstanding immediately prior to the Effective Time ("Outstanding Warrants"),

shall deliver or cause to be delivered to Siam a certificate or certificates

representing the number of Outstanding Warrants held by such holder

("Outstanding Warrant Certificates"). To the extent that a holder of record of

Outstanding Warrants (each a "Warrantholder") delivers or causes to be delivered

<PAGE>

to Siam an Outstanding Warrant Certificate(s), then Siam shall promptly deliver

or cause to be delivered to such Warrantholder or such Warrantholder's duly

appointed agent, a certificate(s) representing the number of Siam Warrants or

Siam Unit Purchase Warrants, as applicable, to which the Warrantholder is

entitled pursuant to Sections 1.1(b) and 2.2 hereof. Siam shall effect delivery

of the certificate or certificates for Siam Warrants or Siam Unit Purchase

Warrants, as applicable, against receipt of the Holder's Outstanding Warrant

Certificate(s). Each Outstanding Warrant Certificate surrendered shall

immediately be canceled. At the Effective Time, a holder of an Outstanding

Warrant Certificate shall not have any rights with respect to the securities of

Siam, other than to surrender such Outstanding Warrant Certificate pursuant to

this Section 2.3(b).

mutilated Share Certificates or Warrant Certificates as Vaughan followed with

respect to lost, stolen or mutilated certificates prior to the Effective Time,

which procedures shall include, at a minimum, receipt of an affidavit and

indemnity of lost certificate in customary form (but without the requirement of

any bond or security for such indemnity).

2.4 Distributions With Respect To Outstanding Shares Not Exchanged.

No dividends or other distributions declared or made after the Effective

Time with respect to Siam Common Stock with a record date after the Effective

Time shall be paid to the holder of any Outstanding Share Certificate not

surrendered in respect of the shares of Siam Common Stock such Shareholder is

entitled to receive upon surrender thereof, until the holder of such Outstanding

Share Certificate shall surrender, or cause to be surrendered, to Siam, such

Outstanding Share Certificate. Subject to the effect of applicable laws,

following surrender of any such Outstanding Share Certificate, there shall be

paid to the holder of the certificates representing shares of Siam Common Stock

issued in exchange for such Outstanding Share Certificate, (i) promptly, the

amount of dividends or other distributions with a record date after the

Effective Time theretofore paid with respect to such shares of Siam Common Stock

and (ii) at the appropriate payment date, the amount of dividends or other

distributions, with a record date after the Effective Time but prior to

surrender and a payment date occurring after surrender, payable with respect to

such shares of Siam Common Stock. No interest shall be paid on any amounts

payable under this Section 2.5.

2.5 No Further Rights in Outstanding Shares or Outstanding Warrants.

All shares of Siam Common Stock and Siam Warrants or Siam Purchase Warrants

issued upon exchange of the Outstanding Shares or Outstanding Warrants, as

applicable, in accordance with the terms of this Agreement shall be deemed to

have been issued in full satisfaction of all rights pertaining to such

Outstanding Shares or Outstanding Warrants, as applicable.

2.6 No Fractional Shares.

No certificates or scrip evidencing fractional shares of Siam Common Stock

shall be issued upon the surrender for exchange of Outstanding Share

Certificates and such fractional share interests will not entitle the owner

thereof to vote or to any rights of a stockholder of Siam. In lieu of fractional

<PAGE>

shares of Siam Common Stock, any fractional share will be rounded up to the

nearest whole share of Siam Common Stock.

2.7 No Transfers of Stock After Effective Time.

After the Effective Time, there shall be no transfers of securities of the

Merged Corporation on the securities transfer books of the Merged Corporation.

If, after the Effective Time, Outstanding Share Certificates or Outstanding

Warrant Certificates are presented to the Surviving Corporation, they shall be

forwarded to Siam and exchanged in accordance with Section 2.4.

2.8 Restrictions on Transfer.

(a) Shares of Siam Common Stock issued in connection with the Merger (the

"New Siam Shares"), are being issued pursuant to an exemption from registration

provided for in Section 4(2) of the Securities Act. Each certificate

representing any New Siam Shares shall be subject to stop transfer instructions

and shall bear a legend substantially similar to the following:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT

BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,

PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE

REGISTRATION STATEMENT UNDER SUCH ACT OR ANY APPLICABLE

STATE SECURITIES LAW OR AN OPINION OF COUNSEL SATISFACTORY

TO THE ISSUER OF SUCH SECURITIES THAT SUCH REGISTRATION IS

NOT REQUIRED."

(b) Siam Warrants issued in connection with the Merger, are being issued

pursuant to an exemption from registration provided for in Section 4(2) of the

Securities Act. Each certificate representing any Siam Warrants and the shares

of Siam Common Stock underlying the Siam Warrant shall be subject to stop

transfer instructions and the Siam Warrants shall bear a legend substantially

similar to the following:

"THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON

EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE

SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE

SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS

WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR

HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION

STATEMENT AS TO THIS WARRANT UNDER SUCH ACT OR ANY

APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL

SATISFACTORY TO THE ISSUER OF SUCH SECURITIES THAT SUCH

REGISTRATION IS NOT REQUIRED."

<PAGE>

2.9 Certificate of Incorporation and Bylaws of Surviving Corporation.

(a) The Certificate of Incorporation of Vaughan in effect at the Effective

Time shall be the Certificate of Incorporation of the Surviving Corporation,

except that the name of the surviving corporation will be changed to Vaughan

Operating Corp.

(b) The Bylaws of the Vaughan in effect at the Effective Time shall be the

Bylaws of the Surviving Corporation.

2.10 Management of Surviving Corporation and Siam.

(a) One or more of the directors of Vaughan immediately prior to the

Effective Time shall be the initial directors of Surviving Corporation and shall

hold office from the Effective Time until their respective successors are duly

elected or appointed and qualified in the manner provided in the articles of

incorporation or bylaws of the Surviving Corporation or as otherwise provided by

applicable law.

(b) The officers of Vaughan immediately prior to the Effective Time shall

be the initial officers of the Surviving Corporation and shall hold office from

the Effective Time until their respective successors are duly elected or

appointed and qualified in the manner provided in the Certificate of

Incorporation or Bylaws of the Surviving Corporation or as otherwise provided by

applicable law.

(ii) such officers and directors of Siam shall be replaced by the individuals

serving as the officers and directors of Vaughan immediately prior to the

Effective Time (expected to be the individuals named under "Management" in

Vaughan's Private Placement Memorandum dated December 1, 2005 (as amended and/or

supplemented from time to time the "Memorandum," copies of which Memorandum have

heretofore been provided to Siam and its counsel), unless any such individual

shall not then be serving in such capacity), and (iii) Siam, as condition

precedent to Vaughan's obligations to consummate the transactions contemplated

hereby, shall cause such individuals to be so appointed as officers and

directors of Vaughan; provided that one or more existing directors will remain

in office and the new directors shall not constitute more than 50% of the Siam's

Board until at least ten (10) days after Siam makes the filing with the SEC

required by Rule 14f-1 (the "Rule") promulgated under the Securities Exchange

Act of 1934, as amended (the "Exchange Act") and mails the statement required by

such Rule to Siam's shareholders of record; such filing to be prepared by

Vaughan's counsel in consultation with Siam's counsel The new management shall

cause Siam to make such filings as may be required or indicated under the

Exchange Act; provided, however, the resignation of the directors of Siam and

the appointment of new directors in accordance with the terms of this Section

2.11(c) shall accomplished through the filling of vacancies on the Board of

Directors of Siam in compliance with the applicable provisions of the NRS and

the Bylaws of Siam and without the vote (by written consent or otherwise) of the

shareholders of Siam. Prior to the Effective Time, Vaughan will furnish to Siam

such information as Siam's counsel may reasonably request regarding the proposed

new management of Siam to permit Siam to comply, in consultation with Vaughan

and its counsel with any governmental filing requirements that Siam may have.

<PAGE>

2.11 Taking of Necessary Action, Further Assurances.

Each of Vaughan, Siam and SAC shall use its or their commercially

reasonable efforts to take all such action as may be necessary or appropriate to

effectuate the Merger in accordance with this Agreement as promptly as possible

and at the time contemplated by this Agreement. If, at any time after the

Effective Time, any such further action is necessary or desirable to carry out

the purposes of this Agreement and to vest the Vaughan, as the Surviving

Corporation with, full right, title and possession to all assets property,

rights, privileges, powers and franchises of SAC, the officers and directors of

Vaughan, Siam and SAC immediately prior to the Effective Time are fully

authorized in the name of their respective corporations or otherwise to take,

and will take, all such lawful and necessary action.

ARTICLE III

CLOSING

3.1 Closing.

Subject to the provisions of this Agreement, the closing of the

transactions contemplated by this Agreement (the "Closing") shall take place at

the offices of Morse Zelnick Rose & Lander LLP, 405 Third Avenue, New York, NY,

within two (2) Business Days after the date on which the last of the conditions

to Closing set forth in Article VIII shall have been satisfied or waived, or at

such other place and on such other date as is mutually agreeable to Siam and

Vaughan (the "Closing Date"). The Closing will be effective as of the Effective

Time.

3.2 Closing Deliveries.

At the Closing, each of the Parties shall make the Closing deliveries

required of it pursuant to Article VIII of this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF VAUGHAN

Except as set forth in the Memorandum or the disclosure schedule attached

hereto as Exhibit A (the "Vaughan Disclosure Schedule"), Vaughan represents and

warrants to Siam and SAC that the statements contained in this Article IV are

true and complete as of the date of this Agreement (or if made as of a specified

date, as of such date) and will be true and complete as of the Closing Date (or,

if made as of a specified date, as of such date), except to the extent that any

such representation and warranty speaks as of an earlier date. Unless the

context otherwise requires, all references to Vaughan contained in this Article

IV shall be read to include Vaughan together with its direct or indirect

subsidiaries, if any.

<PAGE>

4.1 Organization and Qualification.

(a) Vaughan is a corporation duly organized, validly existing and in good

standing under the laws of the State of Oklahoma and has the requisite corporate

power and authority to carry on its business as it is now being conducted. There

is no pending or threatened proceeding for the dissolution or liquidation of

Vaughan.

(b) Except as set forth in the Memorandum or Vaughan Disclosure Schedule,

Vaughan (i) does not, directly or indirectly, own any interest in any

corporation, partnership, joint venture, limited liability company, or other

Person and (ii) is not subject to any obligation or requirement to provide funds

to or to make any investment (in the form of a loan, capital contribution or

otherwise) in or to any Person. For purposes of this Agreement, "Person" means

any individual, sole proprietorship, partnership, joint venture, trust,

unincorporated organization, association, limited liability company, corporation

or governmental authority or body or any group comprised of one or more of the

foregoing.

standing in each jurisdiction in which the nature of its business or the

properties owned or leased by it makes such qualification or licensing

necessary, except for any such jurisdiction where the failure to so qualify or

be licensed, individually and in the aggregate for all such jurisdictions, would

not reasonably be expected to have a Vaughan Material Adverse Effect. For

purposes of this Agreement, as to Vaughan, "Vaughan Material Adverse Effect"

means an action, event or occurrence if it has, or could a material adverse

effect on the business, financial condition or results of operations of Vaughan.

(d) Vaughan has provided or, promptly following the date of this Agreement,

will provide to Siam, upon request, complete and accurate copies of (i) the

Certificate or Articles of Incorporation and Bylaws of Vaughan, each as amended

to date and currently in effect, and (ii) minutes and other records of the

meetings, written consents and other proceedings of the its Board of Directors,

any Committees thereof and stockholders of Vaughan. Vaughan is not violation of

any provisions of its Certificate or Articles of Incorporation or Bylaws, each

as amended to date

4.2 Capitalization.

The authorized capital stock of Vaughan currently consists of 800 shares of

Vaughan Common Stock, all of which shares are currently issued and outstanding.

Immediately prior to the Effective Time, the authorized capital stock of Vaughan

will be increased to 20,000,000 shares of Vaughan Common Stock and a "forward

split" of the currently outstanding shares of Vaughan Common Stock will be

effected. Subsequent to issuance of Vaughan Common Stock pursuant to the forward

split and the closing of the Placement, the issued and outstanding shares of

Vaughan Common Stock will, immediately prior to the Effective Date, be increased

to 11,580,000 shares. At the Effective Time, after giving effect to the

Placement, Vaughan shall have outstanding 2,000,000 Vaughan Warrants and 80,000

Vaughan Unit Purchase Warrants as set forth in the Vaughan Disclosure statement.

All issued and outstanding shares of Vaughan Common Stock are, and

immediately prior to the Effective Time will be, validly issued and outstanding,

fully paid and nonassessable and free of preemptive rights. Other than as set

<PAGE>

forth in this Agreement and the Vaughan Disclosure Statement, immediately prior

to the Effective Time, (i) there will be no shares of capital stock or other

equity securities of Vaughan outstanding and (ii) there will no outstanding

options, warrants, subscription rights (including any preemptive rights), calls,

or commitments or convertible securities of any character whatsoever outstanding

to which Vaughan is a party or is bound, requiring or which could require the

issuance, sale or transfer by Vaughan of any shares of capital stock of Vaughan

or any securities convertible into or exchangeable or exercisable for, or rights

to purchase or otherwise acquire, any shares of capital stock of Vaughan. There

are no stock appreciation rights or similar rights relating to Vaughan. Vaughan

does not currently have outstanding any bonds, debentures, notes, or other

obligations the holders of which have the right to vote (or convertible into or

exercisable for securities having the right to vote) with the stockholders of

Vaughan on any matter; provided that, immediately prior to the Effective Date,

the Vaughan Warrants and the Vaughan Unit Purchase Warrants will be outstanding.

Vaughan has not adopted a stockholder rights plan.

4.3 Authority.

(a) Vaughan has the requisite corporate power and authority to enter into

this Agreement, to perform its obligations hereunder, and to consummate the

transactions contemplated hereby. The execution and delivery of this Agreement

by Vaughan and the consummation by Vaughan of the transactions contemplated

hereby have been duly authorized by all necessary corporate action on the part

of Vaughan, subject to approval by its stockholders. This Agreement has been

duly executed and delivered by Vaughan and subject to the authorization,

execution and delivery of this Agreement by Siam and SAC, constitutes a legal,

valid and binding obligation of Vaughan, enforceable against it in accordance

with its terms, except as such enforceability may be limited by (i) bankruptcy

laws and other similar laws affecting creditors' rights generally and (ii)

general principles of equity, regardless of whether asserted in a proceeding in

equity or at law.

(b) The execution and delivery by Vaughan of this Agreement does not, and

the consummation of the transactions contemplated hereby will not, (i) conflict

with, or result in a violation of, any provision of Vaughan's certificate or

articles of incorporation and bylaws, as amended to date, (ii) constitute or

result in a breach of or default (or an event which with notice or lapse of

time, or both, would constitute a default) under, or result in the termination

or suspension of, or accelerate the performance required by, or result in a

right of termination, cancellation or acceleration of any obligation or a loss

of a benefit under, any note, bond, mortgage, indenture, deed of trust, lease,

agreement or other instrument or obligation to which Vaughan is a party or to

which the properties or assets of Vaughan are subject, (iii) create any lien

upon any of assets of Vaughan, or (iv) constitute, or result in, a violation of

any law applicable to Vaughan or any of its properties or assets or of any

judgment, order or decree of any court or arbitrator to which Vaughan or any of

its properties or assets is subject.

registration or filing with any governmental authority or other Person is

required to be obtained or made by Vaughan in connection with the execution and

delivery of this Agreement by Vaughan or the consummation by Vaughan of the

transactions contemplated hereby, except, if required, for the filing of the

<PAGE>

Oklahoma Certificate with the Oklahoma Secretary and as set forth in Vaughan

Disclosure Schedule.

4.4 Financial Statements.

(a) Copies of (i) the audited balance sheets of Vaughan as of December 31,

2003 and December 31, 2004, and the related audited statements of operations,

stockholders' equity and cash flows for the years then ended, and (ii) the

unaudited balance sheet of Vaughan as of September 30, 2005 (the "Vaughan

September Balance Sheet") and the unaudited statements of operations,

stockholders' equity and cash flows for the nine-month period then ended

(collectively, the "Vaughan Financial Statements") have heretofore been

furnished to Siam. The audited financial statements included in the Vaughan

Financial Statements (including the related notes) have been prepared in

accordance with United States generally accepted accounting principles

consistently applied ("GAAP") during the periods involved (except as may be

indicated therein or in the notes thereto), and the Vaughan Financial Statements

present fairly, in all material respects, the financial position of Vaughan as

of the respective dates set forth therein, and the results of its operations and

cash flows for the respective periods set forth therein (subject, in the case of

any unaudited interim financial statements, to normal year-end adjustments).

(b) The books and records of Vaughan are being maintained in material

compliance with applicable legal and accounting requirements.

the Memorandum (including the Vaughan Financial Statements and the notes

thereto), or in the Vaughan Disclosure Schedule, as of December 31, 2004,

Vaughan had no liabilities, whether absolute, accrued, contingent or otherwise,

material to the financial condition or prospects of Vaughan which were required

by GAAP (consistently applied) to be disclosed in Vaughan's consolidated

financial statements as of December 31, 2004 or the notes thereto. Since that

date, Vaughan has not incurred any material liabilities, except in the ordinary

course of business and consistent with past practice, except as related to the

transactions contemplated by this Agreement or as disclosed in the Memorandum

(including Vaughan's unaudited financial statements as of and for the nine month

period ending September 30, 2005) or the Vaughan Disclosure Schedule.

4.5 Absence of Certain Changes or Event.

Except as disclosed in the Memorandum or the Vaughan Disclosure Schedule,

there has not been any material adverse change in the business, financial

condition or results of operations of Vaughan since December 31, 2004 and, to

the Knowledge of Vaughan, so far as Vaughan can now forsee, no facts or

conditions exist which Vaughan believes will cause such a material adverse

change in the future. As used herein, "Knowledge" with respect to any Party,

means the actual knowledge of the senior executive officers (or individuals

performing similar functions) of such Person, after reasonable inquiry.

<PAGE>

4.6 Litigation.

There are no legal actions (i) pending or, to the Knowledge of Vaughan,

threatened in writing against Vaughan or the transactions contemplated by this

Agreement and which, if determined adversely to Vaughan, would have a Vaughan

Material Adverse Effect or (ii) pending or, to the Knowledge of Vaughan,

threatened in writing against any current employee, officer or director of

Vaughan that in any way relates to Vaughan and which, if determined adversely to

Vaughan, would have a Vaughan Material Adverse Effect. To the Knowledge of

Vaughan, it is not subject to any order, judgment, writ, injunction or decree of

any governmental authority which if enforced against Vaughan would have a

Vaughan Material Adverse Effect.

4.7 Taxes. Vaughan has timely filed all material tax returns and reports

required to be filed by it, after giving effect to any filing extension properly

granted by a governmental authority having authority to do so ("Vaughan Tax

Return"). Each such Vaughan Tax Return is, in all material respects, true and

complete. Vaughan has paid, within the time and manner prescribed by law, all

material taxes that are due and payable. To the Knowledge of Vaughan, no Vaughan

Tax Return is the subject of any investigation, audit or other proceeding by any

federal, state or local tax authority.

4.8 Contracts.

To the Knowledge of Vaughan, (i) it is not in default under or breach of

any material contract to which it is a party; and (ii) no event or condition has

occurred which, after notice or lapse of time or both, would constitute (A) a

default under or breach of any such material contract on the part of Vaughan or,

to the Knowledge of Vaughan, any other party thereto, or (B) permit the

modification, cancellation or termination of any such material contract, or (C)

result in the creation of any lien upon, or any Person acquiring any right to

acquire, any assets of Vaughan. To the Knowledge of Vaughan, it has not received

in writing any claim or threat that it has breached any of the terms and

conditions of any such material contract.

4.9. Employee Benefit Plans.

Except as set forth in the Memorandum or Vaughan Disclosure Schedule,

Vaughan does not maintain or contribute to any "employee pension benefit plan"

(the "Vaughan Pension Plans"), as such term is defined in Section 3 of the

Employee Retirement Income Security Act of 1974, as amended ("ERISA"), "employee

welfare benefit plan," as such term is defined in Section 3 of ERISA, stock

option plan, stock purchase plan, deferred compensation plan, cafeteria plan,

severance plan, bonus plan, employment agreement or other similar plan, program

or arrangement. Vaughan has not contributed to, or been required to contribute

to, any "Multiemployer Plan", as such term is defined in Section 3(37) of ERISA.

4.10 Compliance With Applicable Law.To the Knowledge of Vaughan, it has complied

in all material respects with all existing applicable federal, state and local

laws and regulations to which it may be subject, except where the failure to so

comply did not, and would have not , a Vaughan Material Adverse Effect, and no

action, suit, proceeding, hearing, investigation, charge, complaint, claim,

demand or notice has been filed or commenced or, to the Knowledge of Vaughan,

has been threatened in writing, against Vaughan alleging any failure to so

comply, any of which, if determined adversely to Vaughan would have a Material

Adverse Effect.

<PAGE>

4.11 Intellectual Property.

(a) Vaughan owns, or has the right to use pursuant to valid license,

sublicense, agreement, or permission, all intellectual property rights used in

and necessary for the operation of its business as presently conducted. Except

as set forth in the Vaughan Disclosure Schedule, (i) all material intellectual

property rights (other than licensed rights) are owned free and clear of royalty

obligations, liens and encumbrances, (ii) the execution and delivery of this

Agreement and the closing of the transactions contemplated hereby will not alter

or impair any such rights, (iii) to the Knowledge of Vaughan, the use of such

intellectual property rights by Vaughan does not infringe or violate the

intellectual property rights of any other Person, and (iv) Vaughan has not

granted any Person any rights, pursuant to written license agreement or

otherwise, to use such intellectual property. Vaughan has taken, and shall

continue to take through the Closing Date, all necessary action to maintain and

protect each item of intellectual property that it owns or uses.

(b) The Vaughan Disclosure Schedule identifies (i) each material patent,

trademark, trade name, service name or copyright with respect to any of

Vaughan's intellectual property rights, all material applications and

registration statements therefor and renewals thereof (and sets forth true and

complete copies of all such material patents, registrations and applications (as

amended to date)) and (ii) all material intellectual property rights that

Vaughan uses pursuant to license, sublicense, agreement, or permission, all of

which, to the Knowledge of Vaughan, are valid and in full force and effect, and

the execution and delivery of this Agreement and the closing of the transactions

contemplated hereby will not alter or impair any such rights.

secrets related to its intellectual property.

4.12 Properties. Except as set forth in the Vaughan Disclosure Schedule, Vaughan

has good and marketable title to all of its material assets and properties,

whether real or personal, tangible or intangible, listed on the Vaughan

September Balance Sheet or the Vaughan Disclosure Schedule, subject to no

encumbrances, liens, mortgages, security interests or pledges, except (i) those

items that secure liabilities reflected in Vaughan September Balance Sheet or

the notes thereto or that secure liabilities incurred in the ordinary course of

business since the date of Vaughan September Balance Sheet, (ii) statutory liens

for amounts not yet delinquent or which are being contested in good faith and

(iii) such title imperfections that are not, in the aggregate, material to the

financial condition or operations of Vaughan. Vaughan, as lessee, has the right

under valid and subsisting leases to occupy, use, possess and control all real

property material to its business and operations and listed on the Vaughan

Disclosure Schedule as presently occupied, used, possessed and controlled by

Vaughan pursuant to such leases.

4.13 Insurance. The operations and all insurable properties and assets of

Vaughan are insured for its benefit against all risks which, in the reasonable

judgment of Vaughan's management, should be insured against, in each case under

policies or bonds issued by insurers of recognized responsibility, in such

amounts with such deductibles and against such risks and losses as are, in the

reasonable judgment of Vaughan's management, adequate for the business engaged

<PAGE>

in by Vaughan. To the Knowledge of Vaughan, it has not received any notice of a

cancellation or material amendment of any such insurance policy or bond.

4.14 Disclosure. The representations and warranties of Vaughan herein, or in any

document, exhibit, statement, certificate or schedule furnished by or on behalf

of Vaughan to Siam as required by this Agreement, do not contain and will not

contain any untrue statement of a material fact and do not omit and will not

omit to state any material fact necessary in order to make the statements herein

or therein, in light of the circumstances under which they were made, not

misleading.

4.15 Brokers.

No broker, finder or investment banker is entitled to any brokerage,

finder's or other fee or commission in connection with the Merger or the other

transactions contemplated by this Agreement based upon arrangements made by or

on behalf of Vaughan or any shareholder of Vaughan., except for the Placement

Agent and as disclosed on the Vaughan Disclosure Schedule.

4.16 Employees.

The Memorandum sets forth the names and current annual salary (or rate of

pay) now payable by Vaughan to each of its executive officers and directors. The

Memorandum (including the Vaughan Financial Statements) identifies any material

bonus, stock option, stock purchase, profit sharing or employment agreements of

Vaughan applicable to such executive officers and directors. All compensation,

including, without limitation, salary, bonuses, perquisites and termination

payments (as a result of a termination prior to the date hereof) payable to all

officers, directors and employees of Vaughan, which if not paid in accordance

with such employment agreements, plans and arrangements would have a Vaughan

Material Adverse Effect, has been paid or provided for. Vaughan is not a party

to a collective bargaining agreement, and, except as set forth in the

Memorandum, Vaughan's employee relations are satisfactory.

To the Knowledge of Vaughan, it is in compliance in all material respects

with all existing applicable laws respecting labor, employment, fair employment

practices, terms and conditions of employment, workers' compensation,

occupational safety, plant closings and wages and hours, except where the

failure to so comply did not, and would have not , a Vaughan Material Adverse

Effect. Except as set forth in the Memorandum, Vaughan is not a party to any

collective bargaining or other labor union contract applicable to persons

employed by Vaughan, and no collective bargaining agreement or other labor union

contract is being negotiated by Vaughan. There is no labor dispute, strike,

slowdown or work stoppage against Vaughan pending or, to the Knowledge Vaughan,

threatened which may interfere with Vaughan's operations in any respect that

would have a Vaughan Material Adverse Effect. To the Knowledge of Vaughan,

Vaughan has not engaged in any unfair labor practices within the meaning of the

National Labor Relations Act or any other existing applicable federal or state

laws. To the Knowledge of Vaughan, no executive officer or key employee of

Vaughan is in violation of any term of any employment contract, non-disclosure

agreement, non-competition agreement, or any restrictive covenant to a former

employer relating to the right of any such employee to be employed by Vaughan

because of the nature of the business conducted or presently proposed to be

<PAGE>

conducted by it or to the use of trade secrets or proprietary information of

others, to the extent that any such violation would have a Vaughan Material

Adverse Effect.

4.17 Directors and Officers.

The Memorandum contains a complete and accurate list of all directors and

executive officers of Vaughan as of the time immediately prior to the Effective

Time.

4.18 Environmental Matters.

Except as would not have a Vaughan Material Adverse Effect or as disclosed

on the Vaughan Disclosure Schedule:

(a) To the Knowledge of Vaughan, it (i) is in compliance with all, and is

not subject to any liability with respect to any, existing applicable federal or

state environmental Laws, (ii) holds or has applied for all environmental

permits necessary to conduct its current operations, and (iii) is in compliance

in all material respect with such environmental permits.

(b) To the Knowledge of Vaughan, no written notice, demand, letter, claim

or request for information alleging that Vaughan may be in violation of, or

liable under, any existing applicable federal or state environmental law has

been n received by it.

(i) entered into or agreed to any consent decree or order or is

subject to any judgment, decree or judicial order relating to

(A) compliance with such environmental laws or such environmental

permits or

(B) the investigation, sampling, monitoring, treatment,

remediation, removal or cleanup of "Hazardous Materials," as defined in such

environmental laws, and, to the Knowledge of Vaughan, no investigation,

litigation or other proceeding is pending or threatened in writing with respect

thereto

(ii) agreed to be an indemnitor in connection with any material claim

threatened or asserted in writing by any third-party indemnitee for any

liability under any any existing applicable environmental law.

(d) To the Knowledge of Vaughan, none of the real property owned or leased

by it is listed or, proposed for listing on the "National Priorities List" under

the federal Comprehensive Environmental Response, Compensation, and Liability

Act, as updated through the date hereof, or any similar state list of sites

requiring investigation or cleanup.

<PAGE>

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF SIAM AND SAC

Except as set forth in the disclosure schedule attached hereto as Exhibit B

(the "Siam Disclosure Schedule"), Siam and SAC, jointly and severally, represent

and warrant to Vaughan that the statements contained in this Article V are true

and complete as of the date of this Agreement (or if made as of a specified

date, as of such date) and will be true and complete as of the Closing Date (or,

if made as of a specified date, as of such date), except to the extent that any

such representation and warranty speaks as of an earlier date. Unless the

context otherwise requires, all references to Siam contained in this Article V

shall be read to include Siam together with its direct or indirect subsidiaries

(including SAC).

5.1 Organization and Qualification.

(a) Siam is a corporation duly organized, validly existing and in good

standing under the laws of the State of Nevada and has the requisite corporate

power and authority to carry on its business as it is now being conducted. There

is no pending or threatened proceeding for the dissolution or liquidation of

Siam.

(b) SAC is a corporation duly organized, validly existing and in good

standing under the laws of the State of Nevada. SAC was formed solely for the

purpose of the Merger and has no business, assets, liabilities, contracts or

commitments, other than as set forth in this Agreement. There is no pending or

threatened proceeding for the dissolution of SAC.

interest in any corporation, partnership, joint venture, limited liability

Vaughan, partnership (general or limited) or other Person and (ii) is not

subject to any obligation or requirement to provide funds to or to make any

investment (in the form of a loan, capital contribution or otherwise) in or to

any Person.

(d) Siam is duly qualified or licensed to do business and is in good

standing in each jurisdiction in which the nature of its business or the

properties owned or leased by it makes such qualification or licensing

necessary, except for any such jurisdiction where the failure to so qualify or

be licensed, individually and in the aggregate for all such jurisdictions, would

not reasonably be expected to have a Siam Material Adverse Effect. For purposes

of this Agreement, as to Siam, "Siam Material Adverse Effect" means an action,

event or occurrence if it has, or could a material adverse effect on the

business, financial condition or results of operations of Siam.

(e) Siam has provided, or promptly following the date of this Agreement,

will provide to Vaughan complete and accurate copies of (i) the Articles or

Certificate of Incorporation and Bylaws of Siam and SAC, each as amended to date

and as currently in effect, and (ii) minutes and other records of the meetings

and other proceedings of the Board of Directors, any Committees of the Board and

shareholders of Siam and SAC. Neither Siam nor SAC is in violation of any

provisions of its Articles or Certificate of Incorporation or Bylaws, each as

amended to date.

<PAGE>

5.2 Capitalization.

(a) The authorized capital stock of Siam consists of 25,000,000 shares of

Siam Common Stock, $.001 par value per share. The issued and outstanding capital

stock of Siam consists entirely of 8,000,000 shares of Siam Common Stock. All

issued and outstanding shares of Siam Common Stock are validly issued and

outstanding, fully paid and nonassessable and free of preemp

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