AGREEMENT AND PLAN OF MERGER BY AND AMONG VETCO HOSPITALS, INC. AND SKYLYNX COMMUNICATIONS, INC. AND SKYLYNX ACQUISITION CORP.

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

VETCO HOSPITALS, INC.

AND

SKYLYNX COMMUNICATIONS, INC.

AND

SKYLYNX ACQUISITION CORP.

DATED AS OF November 29, 2005  

AGREEMENT AND PLAN OF MERGER  

             THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into this 29th day of November 2005, by and among VETCO HOSPITALS, INC. , a California corporation ("VETCO"); SKYLYNX COMMUNICATIONS, INC. , a Delaware corporation ("SkyLynx"); and SKYLYNX ACQUISITION CORP. , a Colorado Subsidiary of SKYLYNX ("SAC"). VETCO, SKYLYNX and SAC are hereinafter sometimes individually referred to as a "party" and collectively as the "parties".

WITNESETH:

             WHEREAS , VETCO is engaged in the veterinary pet health care business; and

             WHEREAS , SKYLYNX is the owner in the aggregate of ten (10) shares (the "Shares") of the issued and outstanding Common Stock of SAC, $.001 par value per share, representing all the issued and outstanding shares of the capital stock of SAC;

             WHEREAS , for federal income tax purposes, the merger of SAC and VETCO is intended to qualify as a tax-free reorganization pursuant to Section 368 of the Internal Revenue Code of 1986,a as amended (the "Code"); and

             WHEREAS , the parties hereto desire to set forth certain representations, warranties and covenants under which a merger of SAC and VETCO will occur.

             NOW, THEREFORE , for and in consideration of the premises, the mutual representations, warranties and covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows:

SECTION 1: GENERAL DEFINITIONS

            For purposes of this Agreement, the following terms shall have the respective meanings set forth below:

            1.1             Affiliate . "Affiliate" of any Person shall mean any Person Controlling, Controlled by or under common Control with such Person.

            1.2             Agreement . "Agreement" shall include this Agreement and any and all documents and instruments executed in connection with the Merger (as hereinafter defined).

            1.3             Best Knowledge . "Best Knowledge" shall mean both what a Person knew as well as what the Person should have known had the Person exercised reasonable diligence. When used with respect to a Person other than a natural person, the term "Best Knowledge" shall include matters that are known to the directors and officers of the Person.

            1.4             Control . "Control" and all derivations thereof shall mean the ability to either (i) vote (or direct the vote of) 50% or more of the voting interests in any Person or (ii) direct the affairs of another, whether through voting power, contract or otherwise.

            1.5             Exchange Act . "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

            1.6             RESERVED

            1.7             Governmental Authority . "Governmental Authority "shall mean any and all applicable foreign, federal, state or local governments, governmental institutions, public authorities and governmental entities of any nature whatsoever, and any subdivisions or instrumentalities thereof, including, but not limited to, departments, boards, bureaus, commissions, agencies, courts, administrations and panels, and any division or instrumentalities thereof, whether permanent or ad hoc and whether now or hereafter constituted or existing.

            1.8             Governmental Requirement . "Governmental Requirement" shall mean any and all applicable laws (including, but not limited to, applicable common law principles), statutes, ordinances, codes, rules regulations, interpretations, guidelines, directions, orders, judgments, writs, injunctions, decrees, decisions or similar items or pronouncements, promulgated, issued, passed or set forth by any Governmental Authority.

            1.9             Legal Requirements . "Legal Requirements" means applicable common law and any applicable statute, ordinance, code or other laws, rule, regulation, order, technical or other standard, requirement, judgment, or procedure enacted, adopted, promulgated, applied or followed by any Governmental Authority, including, without limitation, any order, decree, award, verdict, findings of fact, conclusions of law, decision or judgment, whether or not final or appealable, of any court, arbitrator, arbitration board or administrative agency.

            1.10             Net Worth . "Net Worth" shall mean the assets of a Person minus the liabilities of the Person, as of a given date as determined in accordance with generally accepted accounting principles consistently applied with prior periods.

            1.11             Person . "Person" shall mean any natural person, any Governmental Authority and any entity the separate existence of which is recognized by any Governmental Authority or Governmental Requirement, including, but not limited to, corporations, partnerships, joint ventures, joint stock companies, trusts, estates, companies and associations, whether organized for profit or otherwise.

            1.12             Exhibit . Unless otherwise stated herein, the term "Exhibit" when used in this Agreement shall refer to the Exhibits to this Agreement. The Exhibits to this Agreement may be attached to this Agreement or may be set forth in a separate document denoted as the Exhibits to this Agreement, or both, and such Exhibits are incorporated herein by reference for all purposes.

            1.13             Section . Unless otherwise stated herein, the term "Section" when used in this Agreement shall refer to the Sections of this Agreement.

            1.14             Securities Act . "Securities Act" shall mean the Securities Act of 1933, as amended.

            1.15             Taxes . "Tax" and "Taxes" shall mean any and all income, excise, franchise or other taxes and all other charges or fees imposed or collected by any Governmental Authority or pursuant to any Governmental Requirement, and shall also include any and all penalties, interest, deficiencies, assessments and other charges with respect thereto.

SECTION 2: THE MERGER

            2.1             The Merger . Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 2.3 herein). SAC shall be merged (the "Merger") with and into VETCO upon the terms and conditions set forth herein as permitted by and in accordance with the Colorado Business Corporation Act (the "CBCA") and the California Corporation Code ("CCC"). Thereupon, the separate existence of SAC shall cease, and VETCO, as the surviving corporation in the Merger (the "Surviving Corporation"), shall continue to exist under and be governed by the CCC, with all its purposes, objects, rights, privileges, immunities, powers and franchises continuing unaffected and unimpaired by the Merger. The name of the Surviving Corporation shall be "VETCO Hospitals, Inc."

            2.2             Filing . As soon as practicable following fulfillment or waiver of the conditions specified in Sections 8.2 and 8.3 hereof, and provided that this Agreement has not been terminated pursuant to Section 13 hereof, SAC and VETCO will cause a Statement of Merger and Certificate of Merger, in the forms attached hereto as Exhibit 2.2, to be executed, acknowledged and filed with the Secretaries of State of each of Colorado and California as provided in applicable provisions of the CBCA and CCC and obtain a copy of the Statement and Certificate of Merger, certified by the Secretaries of State of the States of Colorado and California.

            2.3             Effective Time of the Merger . The Merger shall become effective immediately upon the filing of the Statement of Merger and Articles of Merger with the Secretaries of State of the States of Colorado and California in accordance with the CBCA and CCC. The date and time of the completion of such filings is herein sometimes referred to as the "Effective Time".

            2.4             Closing: Closing Date . Subject to the terms and conditions set forth in the Agreement, the consummation of the transactions referenced above shall take place (the "Closing") on or before December 30, 2005, at 10:00 a.m. Eastern Time at the offices of SKYLYNX, 500 John Ringling Boulevard, Sarasota, Florida 34242, or at such other time, date and place as VETCO and SAC shall designate (the "Closing Date").

SECTION 3: APPROVALS AND REGULATORY MATTERS

            3.1             SKYLYNX Approvals . Subject to the provisions hereof, the Board of Directors of SKYLYNX shall approve the Merger and the transactions provided for or contemplated by this Agreement; provided, however, that such approvals shall be subject to their satisfaction that the consummation of the Merger shall be and is exempt from the registration requirements of the Securities Act, is undertaken without violation of the anti-fraud provisions of the Securities Act and has been consummated in conformity with all other applicable Legal Requirements.

            3.2             VETCO Board of Directors Approval . Subject to the provisions hereof, the Board of Directors of VETCO shall approve the Merger and the transactions provided for or contemplated by this Agreement; provided, however, that such approvals shall be subject to their satisfaction that the consummation of the Merger shall be and is exempt from the registration requirements of the Securities Act, is undertaken without violation of the anti-fraud provisions of the Securities Act and has been consummated in conformity with all other applicable Legal Requirements.

            3.3             VETCO Shareholder Approval . As promptly as practicable after the date hereof, VETCO shall exercise reasonable efforts to take all action necessary or appropriate to prepare any and all documents necessary to solicit and obtain the approval of the Merger and the other transactions provided for or contemplated by this Agreement of all VETCO shareholders (the "VETCO Shareholders").

            3.4             Income Tax Considerations . It is the intention of the parties hereto that the Merger provided for in this Agreement will qualify for treatment as a tax-free reorganization under Section 368(a)(2)(E) of the Code and the parties will agree to undertake all appropriate actions necessary both before and after the Effective Date of the Merger to effect such treatment. Notwithstanding the foregoing, neither SKYLYNX nor any of its affiliates shall have any liability whatsoever to VETCO or the VETCO shareholders for the treatment ultimately accorded the Merger by federal or state taxing and regulatory authorities; and VETCO shall bear all responsibility for any tax or other assessment levied, imposed or assessed by any regulatory or governmental authority on VETCO by virtue of the consummation of the Merger and the other transactions provided for in this Agreement. The VETCO shareholders shall bear all responsibility for any tax or other assessment levied, imposed or assessed by any regulatory or governmental authority on the VETCO shareholders by virtue of the consummation of the Merger or other transactions provided for in this Agreement.

            3.5             Compliance with Securities Laws . The Merger provided for in this Agreement shall be undertaken in reliance upon an exemption from the registration requirements contained in Section 5 of the Securities Act and set forth in Section 4(2) of the Securities Act and Regulation D thereunder. All shares issued to the VETCO shareholders in connection with the Merger shall be "restricted securities" within the meaning of Rule 144 under the Securities Act.

            3.6             Restrictive Legend . Certificates representing the shares of SKYLYNX preferred stock issued in connection with the Merger shall be "restricted securities" under the Securities Act and shall bear the following restrictive legend:

The shares represented by this certificate have not been registered under the Securities Act of 1933 ("the Act") and are "restricted securities" as that term is defined in Rule 144 under the Act. The shares may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company.

            3.7             Dissenter Rights . At all times, and as applicable, SKYLYNX and VETCO shall comply with applicable Legal Requirements including, without limitation, the payment of cash for dissenting shares related to the Merger. In the event that there are VETCO dissenting shares, related to the Merger, SKYLYNX shall make the cash payment contemplated hereby and deduct the amount of such payment from the SKYLYNX Common Stock held pursuant to the Closing Escrow Agreement (as hereinafter defined) as set forth in Section 5.4 hereof.

SECTION 4. ADDITIONAL AGREEMENTS

            4.1.            VETCO Financial Statements . Not later than 75 days following the Closing Date, VETCO shall use best efforts to cause to be prepared and delivered to SkyLynx together with its legal counsel, audited balance sheets, income statements, statements of cash flows and stockholders' equity as of and for the two year period ended June 30, 2005 and unaudited balance sheets, income statements and statements of cash flows as of and for the interim period ended September 30, 2005 accompanied by a report of its independent certified public accountants (the "VETCO Financial Statements"). The VETCO Financial Statements (including any related schedules and/or notes), will show all liabilities, direct or contingent, required at the time of preparation to be shown in accordance with U.S. generally accepted accounting principles ("GAAP") and fairly present the financial position and results of operations of VETCO as of the date thereof and for the periods indicated in accordance with GAAP, consistently applied with all prior periods. Except as otherwise disclosed in the Agreement, including, without limitation, Exhibit 4.1 hereof, VETCO will have no material liability or obligation of any nature (whether liquidated, unliquidated, accrued, absolute, contingent or otherwise, whether due or to become due) except those set forth on the VETCO Financial Statements and except liabilities incurred and current liabilities (determined in accordance with GAAP) incurred since the date of the VETCO Financial Statements in the ordinary course of business consistent with past practice ("VETCO undisclosed liability"). The VETCO Financial Statements shall conform in all respects to the requirements of Regulation SB, Item 310 under the Securities Act. The Financial Statements to be prepared following the Closing shall also include pro forma financial information ("Pro Forma Financial Information") in accordance with the requirements of Regulation SB, Item 310. VETCO agrees to indemnify, defend and hold harmless SKYLYNX and its respective past and present officers and directors from any debt, damage, liability or obligation whatsoever arising from any failure on the part of VETCO to prepare the VETCO Financial Statements and Pro Forma Financial Information in accordance with this Section 4.1. SKYLYNX will cooperate with VETCO to prepare the Pro Forma Financial Information. SKYLYNX will indemnify, defend and hold harmless VETCO and its past and present officers and directors from any debt, damage, liability or obligation arising from financial information related to SKYLYNX that is incorporated in the Pro Forma Financial Information. All costs and expenses incurred in connection with the preparation of the VETCO Financial Statements and the Pro Forma Financial Information, including fees and disbursements of the Auditor, shall be borne exclusively by SkyLynx.

            4.2            INTENTIONALLY OMITTED

            4.3             Notification of Certain Matters . VETCO shall give prompt notice to SKYLYNX and SKYLYNX shall give prompt notice to VETCO of (i) the occurrence or non-occurrence of any event which would cause any representation or warranty made by the respective parties in this Agreement to be materially untrue or inaccurate when made and (ii) any failure of SKYLYNX or VETCO, as the case may be, to materially comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this section shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice and, provided further, that the failure to give such notice shall not be treated as a breach of covenant for the purposes of this Agreement unless the failure to give such notice results in material prejudice to the other party.

            4.4             Further Action . Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and to otherwise satisfy or cause to be satisfied all conditions precedent to its obligations under this Agreement.

            4.5             Public Announcements . VETCO and SKYLYNX shall consult with each other before issuing any press release or other public statement with respect to the Merger or this Agreement and shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that a party may, without the prior consent of the other party, issue such press release or make such public statement as may, upon the advice of counsel, be required by law if it has used reasonable efforts to first consult with the other party.

            Neither party shall unilaterally contact the customers, creditors or shareholders of the other party without the prior written consent of the other party.

            4.6             Cooperation in Securities Filings . VETCO shall provide such information regarding VETCO, its business, its officers, directors and affiliates, as is reasonably required by SKYLYNX for purposes of preparing any notices, reports and other filings with the SEC. Moreover, following the Closing, the current officers and directors of VETCO shall provide such information as the post-closing management of SKYLYNX shall reasonably request for the purpose of preparing any notices, reports and other filings by SKYLYNX with the SEC, including but not limited to, in connection with the preparation of any financial statements required to be filed under the Exchange Act or Securities Act by SKYLYNX.

            4.7             Additional Documents . The parties shall deliver or cause to be delivered such documents or certificates as may be necessary, in the reasonable opinion of counsel for either of the parties, to effectuate the transactions provided for in this Agreement. If at any time the parties or any of their respective successors or assigns shall determine that any further conveyance, assignment or other document or any further action is necessary desirable to further effectuate the transactions set forth herein or contemplated hereby, the parties and their officers, directors and agents shall execute and deliver, or cause to be executed and delivered, all such documents as may be reasonably required to effectuate such transactions.

SECTION 5: CONVERSION OR CANCELLATION OF SHARES

            5.1             Conversion or Cancellation of Shares . At the Effective Time, all the issued and outstanding shares of Common Stock of VETCO ("VETCO Common Stock") shall, by virtue of the Merger, be cancelled and converted into the right to receive shares of the capital stock of SKYLYNX, as follows:

                        (a)            The shares of VETCO Common Stock issued and outstanding immediately prior to the Effective Time, excluding any such shares held in the treasury of VETCO, shall be converted automatically into an aggregate of 1,000,000 shares of SkyLynx Series A Convertible Preferred Stock having a Stated Value of $3.00 per share (the "Series A Preferred"). The number of shares of Series A Preferred to be issued to the VETCO shareholders shall be adjusted at the time of Closing such that the total number of shares of SkyLynx Common Stock issuable upon conversion of the Series A Preferred (the "Conversion Stock") shall represent, at closing, 55% of the total issued and outstanding shares of SkyLynx Common Stock, on the Closing Date, on a fully diluted basis, excluding shares of Common Stock issued or reserved for issuance pursuant to Securities Purchase Agreements and related instruments entered into by SkyLynx with NIR Group investors. Subject to the provisions of Section 5.4 below, such right may be exercised by the surrender of the certificates representing such shares of VETCO Common Stock in accordance with Section 5.2 hereof. The Series A Preferred Stock shall have the rights and preferences set forth below, which shall be incorporated into a Certificate of Designation in the form of Exhibit 5.1 (the "Certificate of Designation"):

Voting Rights : Each issued and outstanding share of Series A Preferred shall entitle a holder to vote on any and all matters presented to the shareholders of SkyLynx for approval, including the election of directors, based on the number of shares of Conversion Stock into which the Series A Preferred is then convertible. The Series A Preferred shall vote together with all other outstanding shares of voting securities, voting as a single class.

Dividend : None.

Redemption Right: None.

Conversion: Each share of Series A Preferred is convertible into the number of shares of Conversion Stock as set forth in the Certificate of Designation, at any time, at the option of the holder, subject to adjustment under certain circumstances. In addition, the shares of Series A Preferred to be issued hereunder will automatically convert into Conversion Stock upon there being made available for issuance a sufficient number of shares of SkyLynx Common Stock that are not reserved for issuance pursuant to the exercise of outstanding rights to acquire shares of SkyLynx Common Stock.

Liquidation Preference . $3.00 per share of Preferred Stock, senior to the rights of holders of Common Stock, subject to subordination of their interests if required by any new financing obtained by SkyLynx and approved by the board of directors.

                        (b)             Each share of Series A Preferred, issued under paragraph (a) above shall be restricted securities pursuant to Rule 144 promulgated under the Securities Act.

                        (c)             Each share of VETCO Common Stock, if any, held in VETCO's treasury immediately prior to the Effective Time shall be canceled and retired and no payment shall be made in respect thereof.

                        (d)            At the Effective Time, all outstanding shares of SAC shall be converted into an aggregate of 100 shares of Common Stock of VETCO. Each share of SAC Common Stock, if any, held in SAC's treasury immediately prior to the Effective Time shall be canceled and retired and no payment shall be made in respect thereof.

                        (e)            At the Effective Time, all issued and outstanding options, warrants and other rights to acquire shares of VETCO common stock, if any, shall be converted into identical rights with respect to SkyLynx Common Stock. No new options are to be granted prior to closing.

            5.2             Surrender and Payment . Subject to the provisions of Section 5.4 below, after the Effective Time, each holder of a certificate representing an issued and outstanding share of VETCO Common Stock shall be entitled upon surrender of such certificate along with a fully executed Subscription Agreement in the form of Exhibit 5.3, to SKYLYNX, to receive the Series A Preferred as set forth in Section 5.1 above. Until so surrendered, each certificate which immediately prior to the Effective Time represented an issued and outstanding share of VETCO Common Stock shall, upon and after the Effective Time, be deemed for all purposes to represent and evidence only the right to receive Series A Preferred as set forth in Section 5.1. If any exchange for shares of VETCO Common Stock is to be made in a name other than that in which the certificate therefor surrendered for exchange is registered, it shall be a condition of such payment that the certificate so surrendered be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment either pay to SKYLYNX any transfer or other similar taxes required by reason of the payment to a person other than the registered holder of the certificate surrendered or establish to the satisfaction of SKYLYNX that such tax has been paid or is not payable.

            5.3             Subscription Agreements . Each of the VETCO Shareholders receiving Series A Preferred pursuant to the terms hereof shall have delivered a fully executed Subscription Agreement substantially in the form of Exhibit 5.3.

            5.4             Closing Escrow . All shares of Series A Preferred to be issued in the merger (the "Merger Securities") shall be delivered to and deposited into escrow (the "Closing Escrow") with the SkyLynx acting corporate secretary, as escrow agent, pursuant to the terms of a Closing Escrow Agreement, substantially in the form of Exhibit 5.4, attached hereto (the "Closing Escrow Agreement"). Under the terms of the Closing Escrow Agreement, the Merger Securities shall be held in escrow until VETCO shall have delivered to SkyLynx the VETCO Financial Statements and Pro Forma Financial Information required pursuant to Section 4.1 hereof and Form 8-K under the Exchange Act, provided, however, that in the event that any VETCO Undisclosed Liability arises in connection with the VETCO Financial Statements, an amount of shares of Series A Preferred shall be held in the Closing Escrow contemplated hereby until such VETCO Undisclosed Liability is disposed to the satisfaction of the auditors who prepared the VETCO Financial Statements. If such VETCO Undisclosed Liability can not be satisfied within 75 days after delivery of the VETCO Financial Statements to SkyLynx, then the number of shares of Series A Preferred to be distributed to the VETCO Shareholders from the Closing Escrow shall be reduced by the value of the liability based upon a Series A Preferred value of $3.00 per share.

            5.5            Assumption of VETCO Debt. VETCO currently has outstanding indebtednesses in the form of Convertible Debentures in the aggregate principal amount of $100,000 (the "VETCO Debt"). This VETCO Debt shall be converted into SkyLynx Series A Preferred Stock as part of the 1,000,000 shares to be delivered to VETCO hereunder. At Closing Date, VETCO shall have no liabilities other than liabilities incurred in the ordinary course of business, the VETCO Debt and those set forth in the VETCO Financial Statements and otherwise disclosed pursuant to Section 4.1. The Series A Preferred shall have the same rights and preferences as described in Section 5.1 hereinabove.

            5.6             No Further Transfers . On and after the Effective Time, no transfer of the shares of VETCO Common Stock issued and outstanding immediately prior to the Effective Time shall be made on the stock transfer books of VETCO.

SECTION 6: CERTAIN EFFECTS OF MERGER

            6.1             Effect of Merger . On and after the Effective Time, the separate existence of SAC shall cease and SAC shall be merged with and into VETCO, which as the Surviving Corporation (herein sometimes so called) shall, consistently with its Articles of Incorporation succeed to, and without other transfer, possess all the rights, privileges, immunities, powers and franchises of public as well as private nature, and be subject to all restrictions, disabilities and duties of SAC; and all rights, privileges, immunities, powers and franchises of SAC, and all property, real, personal and mixed, causes of action and every other asset of, and all debts due to SAC on whatever account as well as stock subscriptions and all other things in action or belonging to SAC shall vest in the Surviving Corporation; and all property, rights, privileges, immunities, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of SAC, and the title to any real estate vested by deed or otherwise in SAC, and the title to any real estate vested by deed or otherwise in SAC shall not revert or be in any way impaired but all rights of creditors and all liens upon any property of SAC shall be preserved unimpaired, and all debts, liabilities and duties of SAC shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it. Any action or proceeding pending by or against SAC may be prosecuted to judgment, which shall bind the Surviving Corporation, or the Surviving Corporation may be proceeded against or substituted in its place.

            6.2             Further Assurances . If at any time after the Effective Time the Surviving Corporation shall consider any further deeds, assignments or assurances in law or any other action necessary, desirable or proper (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation the title to any property or rights of SAC acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the intents and purposes of this Agreement, SAC and SKYLYNX agree that it and its proper officers and directors shall and will execute and deliver, or cause to be executed and delivered, all such property, deeds, assignments and assurances in law and take all other action necessary, desirable or proper to vest, perfect or confirm title to such property or right in the Surviving Corporation and otherwise to carry out the purposes of this Agreement.

SECTION 7: POST-MERGER GOVERNANCE

            7.1             Articles of Incorporation and Bylaws . At the Effective Time, the Articles of Incorporation and By-Laws of VETCO as in effect immediately prior to the Effective Time, shall be and continue to be the Articles of Incorporation and By-Laws of VETCO, as the Surviving Corporation, until duly amended in accordance with applicable law.

            7.2             Directors, Officers and Employees .

                        (a)             Directors of SKYLYNX . Concurrently with the Closing and for a period of two (2) years following Closing, the Board of Directors of SKYLYNX shall, in accordance with the Delaware General Corporation Law (the "DGCL") and the Articles of Incorporation and By-Laws of SKYLYNX consist of an odd number of directors. SkyLynx and Bryan Shobe, on behalf of the VETCO shareholders, shall each select five (5) directors, and those directors shall select the final, odd-number, director. The provisions of this Section 7.2 (a) shall be effectuated pursuant to a Voting Agreement in the form of Exhibit 7.2 (a). Upon satisfaction of the Witzer loan the board will be reduced to seven (7) members with SkyLynx and Shobe each selecting three (3) directors and those six (6) choosing a seventh member.

                        (b)             Executive Officers of SKYLYNX . K. Bryan Shobe shall be elected to serve as an executive officer of SkyLynx in a capacity to be determined.

                        (c)             Directors of VETCO. Concurrently with the Closing, the Board of Directors of VETCO shall, in accordance with the CCC and the Articles of Incorporation and by-laws of VETCO, shall consist of an odd number of directors, which shall include K. Bryan Shobe and John MacKinzie or another nominee selected by K. Bryan Shobe. SKYC shall select two (2) and these four (4) shall then select a fifth member.

                        (d)             Executive Officers of VETCO. Following the Closing, K. Bryan Shobe shall be elected to serve as Chief Executive Officer of VETCO.

                        (e)             Employment Agreements . At Closing, VETCO shall enter into employment agreements with K. Bryan Shobe, Gary Brown and Kenneth L. Marshall in substantially the form of Exhibit 7.2(e) hereto.

SECTION 8: COVENANTS AND CONDITIONS OF CLOSING

            8.1             Covenants Regarding the Closing . The parties hereto hereby covenant and agree that they shall (i) use all commercially reasonable efforts to cause all of their respective representations and warranties set forth in this Agreement to be true on and as of the Closing Date, (ii) use all commercially reasonable efforts to cause all of their respective obligations that are to be fulfilled on or prior to the Closing Date to be so fulfilled, (iii) use all commercially reasonable efforts to cause all conditions to the Closing set forth in this Agreement to be satisfied on or prior to the Closing Date, and (iv) deliver to each other at the Closing the certificates, updated lists, opinion of counsel, notices, consents, authorizations, approvals, agreements, transfer documents, receipts and amendments contemplated by Sections 8, 9 and 11 (with such additions or exceptions to such items as are necessary to make the statements set forth in such items accurate, provided that if any such additions or exceptions cause any of the conditions to the parties' obligations hereunder as set forth in Sections 8, 9 and 11 below not to be fulfilled, such additions and exceptions shall in no way limit the rights of the parties to terminate this Agreement or refuse to consummate the transactions contemplated hereby.) All indemnifications, guarantees, covenants, agreements, representations and warranties made by the parties hereunder or pursuant hereto or in connection with the transactions contemplated hereby shall survive the Closing regardless of any investigation at any time made by or on behalf of the parties.

            8.2             Conditions to Obligation of SKYLYNX and SAC . The obligation of SKYLYNX and SAC to complete the Merger on the Closing date on the terms set forth in this Agreement is, at the option of SKYLYNX and SAC, subject to the satisfaction or waiver by SKYLYNX and SAC of each of the following conditions:

                        (a)             Accuracy of Representations and Warranties . The representations and warranties made by VETCO in this Agreement shall be correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date.

                        (b)             Compliance with Covenants . All covenants which VETCO is required to perform or comply with on or before the Closing date shall have been fully complied with or performed in all material respects.

                        (c)             Corporate Approvals . The Board of Directors and shareholders of VETCO shall have approved and ratified this Agreement and shall have authorized the appropriate officers of VETCO to execute the same and fully perform its terms.

                        (d)             Consents and Approvals . To the extent that any material lease, mortgage, deed of trust, contract or agreement to which VETCO is a party shall require the consent of any person to the exchange of VETCO's shares of common stock or any other transaction provided for herein, such consent shall have been obtained; provided, however, that VETCO shall not make, as a condition for the obtaining of any such consent, any agreements or undertakings not approved in writing by SKYLYNX and SAC to the extent that such condition otherwise has an adverse effect on SKYLYNX and SAC.

                        (e)             Review and Due Diligence . SKYLYNX and SAC, its investment bankers, legal counsel and/or auditors shall have had the opportunity to complete, and shall have completed, a satisfactory due diligence investigation of VETCO together with a satisfactory review of VETCO's corporate status and the title to VETCO's property.

                        (f)             No Governmental Actions . No action or proceeding before any governmental authority shall have been instituted or threatened to restrain or prohibit the transactions contemplated by this Agreement, and the parties shall have delivered to each other certificates dated as of the Closing Date and executed by such parties, stating that to their Best Knowledge, no such items exist. No governmental authority shall have taken any other action as a result of which the management of SKYLYNX or SAC, in its sole discretion, reasonably deems it inadvisable to proceed with the transactions contemplated by this Agreement.

                        (g)             No Material Adverse Change . No material adverse change in the business, property or assets of any party hereto shall have occurred, and no loss or damage to any of the assets, whether or not covered by insurance, with respect to any party hereto has occurred, and the parties hereto shall have delivered to each other certificates dated as of the Closing Date and executed by each of the parties to all such effects.

                        (h)             Update of Contracts . The parties hereto shall have delivered to each other an accurate list, as of the Closing Date, showing all agreements, contracts and commitments of the type listed on Exhibits 9.17 and 11.20 entered into since the date of this Agreement (the "New Contracts"); and all true, complete and accurate copies of all New Contracts. Each party shall have had the opportunity to review and approve the New Contracts of the other, and any of the parties shall have the right to delay the Closing for up to ten (10) days if it in its sole discretion deems such delay necessary to enable it to adequately review the New Contracts.

                        (i)             Approval of Counsel . All actions, proceedings, instruments and documents required or incidental to carry out this Agreement, including all schedules and exhibits thereto, and all other related legal matters shall have been approved by Bruce D. Campbell, P.C., counsel to VETCO, and Clifford L. Neuman, P.C., counsel to SKYLYNX and SAC.

                        (j)             No Adverse Information . The investigations with respect to the parties, the assets and the respective businesses performed by each party's respective professional advisors and other representatives shall not have revealed any information concerning the other parties, their assets or their business that has not been made known to the discovering party, in writing prior to the date of this Agreement and that materially and adversely affects the business or assets of the other party or the viability of the transaction contemplated by this Agreement.

                        (k)             Ordinary Course of Business . During the period from the date of this Agreement until the Closing Date, VETCO shall have carried on its business in the ordinary and usual course, and shall have delivered to SKYLYNX and SAC a certificate to that effect.

                        (l)             Liens . VETCO shall have delivered to SKYLYNX a reasonably current lien and judgment search (both state and county levels in each jurisdiction where the party is qualified to or is doing business or owns material assets) confirming the absence of any judicial liens, security interests, tax liens and similar such liens affecting any of its business or assets. Unless otherwise agreed by SKYLYNX, each and every lien or encumbrance of any nature, if any, relating to the assets, business, or the shares of common stock of VETCO shall have been terminated and released, and proof thereof delivered to SKYLYNX.

                        (m)             Other Documents . The parties shall have delivered or caused to be delivered all other documents, agreements, resolutions, certificates or declarations as each respective party or its attorneys may have reasonably requested.

                        (n)             Governmental and Regulatory Approvals . The parties shall have obtained evidence, in form and substance satisfactory to each of them, that there have been obtained all consents, approvals and authorizations required by this Agreement, including, without limitation, the following:

                                    (i)            SKYLYNX and VETCO Board of Directors and VETCO Common Stockholder approval of all the transactions contemplated pursuant to this Agreement; and

                                    (ii)            All regulatory approvals necessary for VETCO to conduct business in the ordinary course in each jurisdiction where such approval may be required and the failure to obtain such approval would cause a material adverse affect to the financial condition, business or operations of VETCO.

                        (o)             Compliance with Securities Laws . SKYLYNX shall have undertaken all actions necessary or advisable to consummate the Merger in conformity with all Governmental and Legal Requirements including, without limitation, applicable federal and state securities laws.

                        (p)             Appraisal Rights and/or Dissenters' Rights . At or prior to Closing, no beneficial or record owner of any outstanding shares of VETCO Common Stock shall have exercised or shall have given notice to SKYLYNX or VETCO of their intent to exercise any rights under applicable state law, if any, to dissent from the Merger or obtain the payment of the fair market value of such shares of VETCO Common Stock in lieu of participating in the Merger in accordance with the terms and subject to the conditions set forth herein.

                        (q)             Financial Advisory Fees . At or prior to Closing, all obligations or commitments of SKYLYNX and VETCO to their respective financial advisors and investment bankers shall have been paid or otherwise satisfied upon terms satisfactory to the parties, and SKYLYNX and VETCO shall each have been delivered and received such written consents, approvals, estoppel certificates or other instruments or undertakings from its advisors or other third parties as each may deem reasonable, necessary or advisable.

                        (r)             VETCO Debt Restructure . The VETCO debt referred to in

                        (s)             Compliance with Sections 5 and 17 of the Securities Act . The Board of Directors of SKYLYNX shall be satisfied that consummation of the Merger and the issuance of SKYLYNX Preferred Stock to the VETCO securityholders are in compliance with the provisions of Sections 5 and 17 of the Securities Act.

                        (t)             Closing Escrow Agreement . At Closing, VETCO, the VETCO shareholders and SKYLYNX shall have executed and delivered the Closing Escrow Agreement substantially in the form of Exhibit 5.4 hereto and shall have delivered the Series A Preferred to be held in escrow in accordance with the terms and conditions thereof.

            8.3             Conditions to Obligation of VETCO . The obligations of VETCO to complete the Merger on the Closing date on the terms set forth in this Agreement is, at the option of VETCO, subject to the satisfaction or waiver by VETCO of each of the following conditions:

                        (a)             Accuracy of Representations and Warranties . The representations and warranties made by SKYLYNX and SAC in this Agreement shall be correct in all material respects on and as of the Closing date with the same force and effect as though such representations and warranties had been made on the Closing date.

                        (b)             Compliance with Covenants . All covenants which SKYLYNX and SAC is required to perform or comply with on or before the Closing date shall have been fully complied with or performed in all material respects.

                        (c)             Corporate Approvals . The Board of Directors of SKYLYNX and SAC shall have approved and ratified this Agreement and the transactions contemplated hereby, including approval of the Certificate of Designation and issuance of the Series A Preferred, and shall have authorized the appropriate officers to execute same and fully perform its terms.

                        (d)             Consents and Approvals . To the extent that any material lease, mortgage, deed of trust, contract or agreement to which SKYLYNX and SAC is a party shall require the consent of any person to the exchange of SKYLYNX and SAC's shares of common stock or any other transaction provided for herein, such consent shall have been obtained; provided, however, that SKYLYNX and SAC shall not make, as a condition for the obtaining of any such consent, any agreements or undertakings not approved in writing by VETCO to the extent that such condition otherwise has an effect on VETCO or SKYLYNX and SAC.

                        (e)             Review and Due Diligence . VETCO and its legal counsel and/or auditors shall have had the opportunity to complete, and shall have completed, a satisfactory due diligence investigation of SKYLYNX and SAC, together with a satisfactory review of SKYLYNX and SAC's corporate status, the marketability of title to SKYLYNX and SAC's property, and compliance with all reporting requirements imposed by or on account of any federal or state securities laws or regulations.

                        (f)             No Governmental Actions . No action or proceeding before any governmental authority shall have been instituted or threatened to restrain or prohibit the transactions contemplated by this Agreement, and the parties hereto shall have delivered to each other certificates dated as of the Closing Date and executed by such parties, staling that to their Best Knowledge, no such items exist. No governmental authority shall have taken any other action as a result of which the management of any of the parties, in its sole discretion, reasonably deems it inadvisable to proceed with the transactions contemplated by this Agreement.

                        (g)             No Material Adverse Change . No material adverse change in the business, property or assets of any party hereto shall have occurred, and no loss or damage to any of the assets, whether or not covered by insurance, with respect to any party hereto has occurred, and the parties shall have delivered to each other certificates dated as of the Closing Date and executed by each of the parties to all such effects.

                        (h)             Update of Contracts . The parties shall have delivered to each other an accurate list, as of the Closing Date, showing all agreements, contracts and commitments of the type listed on Exhibits 9.17 and 11.20 entered into since the date of this Agreement (the "New Contracts"); and all true, complete and accurate copies of all New Contracts. Each party shall have had the opportunity to review the New Contracts of the other, and any of the parties shall have the right to delay the Closing for up to ten (10) days if it in its sole discretion deems such delay necessary to enable it to adequately review the New Contracts.

                        (i)             Approval of Counsel . All actions, proceedings, instruments and documents required or incidental to carry out this Agreement, including all schedules and exhibits thereto, and all other related legal matters shall have been approved as to substance and form by Bruce D. Campbell, P.C., counsel to VETCO, and Clifford L. Neuman, P.C., counsel to SKYLYNX and SAC.

                        (j)             No Adverse Information . The investigations with respect to the parties, the assets and their respective businesses performed by each party's respective professional advisors and other representatives shall not have revealed any information concerning the other panes, their assets or their business that has not been made known to the discovering party, in writing prior to the date of this Agreement and that materially and adversely affects the business or assets of the other party or the viability of the transaction contemplated by this Agreement.

                        (k)             Ordinary Course of Business . During the period from the date of this Agreement until the Closing Date, SKYLYNX shall have carried on its business in the ordinary and usual course, and shall have delivered to VETCO a certificate to that effect.

                        (1)             Other Documents . The parties shall have delivered or caused to be delivered all other documents, agreements, resolutions, certificates or declarations as each respective party or its attorneys may have reasonably requested.

                        (m)             Governmental and Regulatory Approvals . The parties shall have obtained evidence, in form and substance satisfactory to each of them, that there have been obtained all consents, approvals and authorizations required by this Agreement, including, without limitation, the following:

                        (n)             Compliance with Securities Laws . VETCO shall have undertaken all actions necessary or advisable to consummate the Merger in conformity with all Governmental and Legal Requirements including, without limitation, applicable federal and state securities laws.

                        (o)             Appraisal Rights and/or Dissenters' Rights . At or prior to Closing, no beneficial or record owner of any outstanding shares of VETCO Common Stock shall have exercised or shall have given notice to SKYLYNX or VETCO of their intent to exercise any rights under applicable state law, if any, to dissent from the Merger or obtain the payment of the fair market value of such shares of VETCO Common Stock in lieu of participating in the Merger in accordance with the terms and subject to the conditions set forth herein.

                        (p)             Financial Advisory Fees . At or prior to Closing, all obligations or commitments of SKYLYNX and VETCO to their respective financial advisors and investment bankers shall have been paid or otherwise satisfied upon terms satisfactory to the parties, and SKYLYNX and VETCO shall each have been delivered and received such written consents, approvals, estoppel certificates or other instruments or undertakings from its advisors or other third parties as each may deem reasonable, necessary or advisable.

                        (q)             VETCO Debt Restructure . The VETCO Debt described in Section 5.5 above shall be converted into SkyLynx Series A Preferred Stock as part of the 1,000,000 shares to be delivered to VETCO hereunder.

                        (r)             Compliance with Sections 5 and 17 of the Securities Act . The Board of Directors of SKYLYNX shall be satisfied that consummation of the Merger and the issuance of SKYLYNX Preferred Stock to the VETCO securityholders are in compliance with the provisions of Sections 5 and 17 of the Securities Act.

                        (s)             Closing Escrow Agreement . At Closing, VETCO, the VETCO shareholders and SKYLYNX shall have executed and delivered the Closing Escrow Agreement substantially in the form of Exhibit 5.4 hereto and shall have delivered the Series A Preferred to be held in escrow in accordance with the terms and conditions thereof.

                        (t)             Liens . SKYLYNX shall have delivered to VETCO a reasonably current lien and judgment search (both state and county levels in each jurisdiction where the party is qualified to or is doing business or owns material assets) confirming the absence of any judicial liens, security interests, tax liens and similar such liens affecting any of its business or assets. Unless otherwise agreed by VETCO or set forth on Exhibit 11.18, each and every lien or encumbrance of any nature, if any, relating to the assets, business, or the shares of common stock of SKYLYNX shall have been terminated and released, and proof thereof delivered to VETCO.

            8.4             Specific Items to be delivered at the Closing . The parties shall deliver the following items to the appropriate party at the Closing of the transactions contemplated by this Agreement.

                        (a)            To be delivered by VETCO (in duplicate original):

                        (b)            To be delivered by Shareholders of VETCO (in duplicate original):

                        (c)            To be delivered by SKYLYNX and SAC (in duplicate original):

SECTION 9: REPRESENTATIONS AND WARRANTIES OF VETCO

            As a material inducement to SKYLYNX to enter into this Agreement and with the understanding and expectations that SKYLYNX will be relying thereon in consummating the Merger contemplated hereunder, VETCO (hereinafter VETCO shall be referred to as the "Corporation" unless the context otherwise requires for the purposes of this Section 9 only) hereby represents and warrants as follows:

            9.1             Organization and Standing . The Corporation is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has all requisite corporate power and authority to own its assets and properties and to carry on its business as it is now being conducted.

            9.2             Subsidiaries, Etc. The Corporation does not have any direct or indirect Ownership Interest in any corporation, partnership, joint venture, association or other business enterprise.

            9.3             Qualification . The Corporation is not qualified to engage in business as a foreign corporation in any state, and there is no other jurisdiction wherein the character of the properties presently owned by the Corporation or the nature of the activities presently conducted by the Corporation makes necessary the qualification, licensing or domestication of the Corporation as a foreign corporation.

            9.4              Corporate Authority . Except as set forth on Exhibit 9.4 hereto, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or the compliance by the Corporation with any on the provisions hereof will not:

                        (a)            Conflict with or result in a breach of any provision of its Articles of Incorporation or By-Laws or similar documents of any Subsidiary;

                        (b)            Result in a default (or give rise to any right of termination, cancellation, or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Corporation is a party, or by which any of its properties or assets may be bound except for such default (or right of termination, cancellation, or acceleration) as to which requisite waivers or consents shall either have been obtained by the Corporation prior to the Closing Date or the obtaining of which shall have been waived by SKYLYNX; or

                        (c)            Violate any order, writ, injunction, decree or, to the Corporation's Best Knowledge, any statute, rule or regulation applicable to the Corporation or any of its properties or assets. No consent or approval by any Governmental Authority is required in connection with the execution and delivery by the Corporation of this Agreement or the consummation by the Corporation of the transactions contemplated hereby, except for possible notice under plant closing laws.

            9.5              Financial Information . In connection with the investigations performed by and audit to be undertaken by VETCO, VETCO furnished certain financial information and data including, without limitation, tax and accounting records, financial records, statements, worksheets and other information requested by SKYLYNX and its auditors necessary to undertake and complete the audited financial examinations. VETCO represents and warrants that any and all such information furnished in connection with the conduct of such investigations and audits shall be true, accurate and complete in all material respects and shall not contain any material misstatements nor any material omissions of fact or information respecting the financial condition or results of operation of the business for the respective periods covered by the audits.

            9.6             Capitalization of the Corporation . The authorized capital stock of VETCO is as set forth on Exhibit 9.6 hereto. The names of one hundred percent (100%) of the record owners of the issued and outstanding Common Stock are set forth on Exhibit 9.6 hereto. All issued and outstanding shares of VETCO Common Stock have been duly authorized and validly issued and are fully paid and non-assessable, free and clear of any liens, encumbrances, claims of any kind and nature except restrictions against transferability without compliance with applicable federal and state securities laws. Other than shares of Common Stock that are issuable upon conversion of the VETCO Debt, there are no other outstanding rights, options, warrants, subscriptions, calls, convertible securities or agreement of any character or nature under which the Corporation is or may become obligated to issue any shares of its capital stock of any kind, other than those shares indicated in this Section as presently outstanding. There are no voting trusts, stockholder agreements, or other voting arrangements to which the Corporation is a party or, to the Best Knowledge of the Corporation, to which any of the Corporation's stockholders is a party or bound.

            9.7             Taxes . Except as set forth in Exhibit 9.7:

                        (a)            The Corporation has filed (or has obtained extensions for filing) all income, excise, sales, corporate franchise, property, payroll and other tax returns or reports required to be filed by it, as of the date hereof by the United States of America, any state or other political subdivision thereof or any foreign country and has paid all Taxes or assessments relating to the time periods covered by such returns or reports; and

                        (b)            The Corporation has paid all tax liabilities imposed or assessed by any governmental authority for all periods prior to the Closing Date for which such taxes have become due and payable and has received no notice from any such governmental authority of any deficiency or delinquency with respect to such obligation. The Corporation is not currently undergoing any audit conducted by any taxing authority and has received no notice of audit covering any prior period for which taxes have been paid or are or will be due and payable prior to the Closing Date. There are no present disputes as to taxes of any nature payable by the Corporation.

            9.8             No Actions, Proceeding, Etc. There is no action or proceeding (whether or not purportedly on behalf of the Corporation) pending or to its Best Knowledge threatened by or against the Corporation which might result in any material adverse change in the condition, financial or otherwise, of the Corporation's business or assets. No order, writ or injunction or decree has been issued by, or requested of any court or Governmental Agency that does, nor may result in, any material adverse change in the Corporation's assets or properties or in the financial condition or the business of the Corporation. Except for liabilities referred to in attached Exhibit 9.8, the Corporation is not liable for damages to any employee or former employee as a result of any violation of any state, federal or foreign laws directly or indirectly relating to such employee or former employee.

            9.9             Post Balance Sheet Changes . Except as set forth on the