AGREEMENT AND PLAN OF MERGER by and among PURE VANILLA EXCHANGE, INC., PVNX ACQUISITION CORP., and NIMBLE GROUP, INC. -------------------- December 15, 2006

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AGREEMENT AND PLAN OF MERGER

by and among


PURE VANILLA EXCHANGE, INC.,


PVNX ACQUISITION CORP.,



and

NIMBLE GROUP, INC.



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December 15, 2006

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AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER dated as of December 15, 2006 (the
"Agreement"), by and among Pure Vanilla Exchange, Inc., a Nevada corporation
("Parent"), PVNX Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of Parent ("Merger Sub") and Nimble Group, Inc., a Delaware
corporation (the "Company").

WHEREAS, the board of directors of the Company (the "Company Board") has
(i) determined that the merger of Merger Sub with and into the Company (the
"Merger") on the terms and conditions contained herein and in accordance with
the Delaware General Corporation Law (the "Corporation Act") is consistent with
and in furtherance of the long-term business strategy of the Company and fair
to, and in the best interests of, the Company and its stockholders and has
approved, adopted and declared the advisability of this Agreement, the Merger
and the other transactions contemplated by this Agreement and (ii) has
recommended the approval and adoption of this Agreement by the stockholders of
the Company;

WHEREAS, the board of directors of Parent has determined that the Merger
is consistent with and in furtherance of the long-term business strategy of
Parent and fair to, and in the best interests of, Parent and its stockholders
and has approved, adopted and declared the advisability of this Agreement, the
Merger and the other transactions contemplated by this Agreement;

WHEREAS, the board of directors of Merger Sub has approved and adopted a
resolution approving this Agreement and the Merger and declaring their
advisability;

WHEREAS, for 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, as amended;

WHEREAS, Merger Sub was created solely for the purpose of effecting the
Merger and will conduct no other activity; and

WHEREAS, the Parent, Merger Sub and the Company desire to make certain
representations, warranties, covenants and agreements in connection with this
Agreement and to prescribe certain conditions to the Merger.

NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereto agree as follows:

ARTICLE I

THE MERGER

1.1 The Merger. Upon the terms and subject to the conditions of this
Agreement, at the Effective Time (as defined in Section 1.2) and in accordance
with the Corporation Act, Merger Sub shall be merged with and into the Company
and the separate corporate existence of Merger Sub shall thereupon cease. The
Company shall be the surviving corporation in the Merger (sometimes hereinafter
referred to as the "Surviving Corporation") and will be a wholly-owned
subsidiary of Parent. The Merger shall have the effects specified in the
Corporation Act.


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1.2 Closing; Effective Time. Subject to the provisions of Article V, the
closing of the Merger (the "Closing") shall take place in New York City at the
offices of the Company, as soon as practicable but in no event later than 10:00
a.m. New York City time on the second business day after the earliest date on
which each of the conditions set forth in Article V (other than conditions that
are satisfied by the delivery of documents at or prior to the Closing) have been
satisfied or waived by the party or parties entitled to the benefit of such
conditions, or at such other date, time and place as Parent and the Company
shall mutually agree. The date on which the Closing actually occurs is
hereinafter referred to as the "Closing Date." At the Closing, Merger Sub and
the Company shall cause a certificate of merger (a "Certificate of Merger") to
be executed and filed with the Secretary of State of the State of Delaware in
accordance with the Corporation Act. The Merger shall become effective as of the
date and time of such filing or as of such subsequent date and time as Parent
and the Company shall agree to and shall be set forth in the Certificate of
Merger (the "Effective Time").

1.3 Effect on Capital Stock.

(a) At the Effective Time, each share of common stock, $.001 par
value per share, of the Company (the "Company Common Stock") issued and
outstanding immediately prior to the Effective Time (other than Dissenting
Shares (as defined in Section 1.4(a)) and Parent Shares (as defined in Section
1.3(e)) shall, by virtue of the Merger and without any action on the part of the
holder thereof, be converted into 1.306 shares (the "Exchange Ratio") of common
stock, par value $.001 per share, of Parent ("Parent Common Stock") (the
aggregate shares of Parent Common Stock into which the Company Common Stock is
converted being referred to as the "Merger Consideration"). The Exchange ratio
shall automatically be adjusted as appropriate to reflect any stock split, stock
dividend, reverse stock split, reclassification, recapitalization or other
similar transaction with respect to the Company Common Stock or the Parent
Common Stock between the date hereof and the Effective Time.

(b) Following the Effective Time, the Merger Consideration shall be
delivered to those parties who are holders of Company Common Stock (the "Selling
Stockholders") immediately prior to the Effective Time in exchange for
certificates representing outstanding shares of Company Common Stock and any
other outstanding ownership interests in the Company (other than the Company
Options (as defined in Section 1.3(c)) and Company Convertible Securities (as
defined in Section 1.3(d)). The shares of Parent Common Stock delivered to the
holders of Company Common Stock hereunder shall not be registered under the
Securities Act of 1933, as amended (the "Securities Act") and the sale or other
disposition of such shares of Parent Common Stock shall be subject to the
restrictions arising under Rule 144 of the Securities Act until a registration
statement shall have been filed for the purposes of registering such Parent
Common Stock under the Securities Act. As of the Effective Time, all shares of
Company Common Stock shall no longer be outstanding and shall automatically be
cancelled and retired and shall cease to exist. If, between the date of this
Agreement and the Effective Time, the shares of Parent Common Stock shall be
changed into a different number or class of shares by reason of a stock split,
stock dividend, reverse stock split, reclassification, recapitalization or other
similar transaction, the Merger Consideration shall be adjusted accordingly.


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(c) Section 1.3(c) of the Disclosure Schedule (as defined in Article
II) contains a true, accurate and correct list, as of the date hereof and the
Effective Time, setting forth the number of shares of Company Common Stock that
are subject to all outstanding options and warrants to purchase Company Common
Stock (the "Company Options"), whether or not vested, and identifying the holder
of each Company Option, the number of shares of Company Common Stock subject to
the Company Options held by such holder, whether or not such option is an
incentive stock option, the date upon which each Company Option was granted, the
vesting schedule and each stock option agreement evidencing the grant of such
Company Options (a "Company Option Agreement"). At the Effective Time, all
Company Options, whether or not exercisable and whether or not vested, shall, by
virtue of the Merger and without any further action on the part of the Company
or the holder thereof, be converted into an option to purchase Parent Common
Stock, and Parent shall assume each such Company Option in accordance with the
terms (as in effect as of the date of this Agreement) of the Company Option Plan
(as defined in Section 2.2(a)), if applicable, and the terms of the stock option
agreement by which it is evidenced. From and after the Effective Time, (i) each
Company Option assumed by Parent may be exercised by the holder thereof solely
for Parent Common Stock, (ii) the number of shares of Parent Common Stock
subject to each such Company Option (the "Option Conversion Ratio") shall be
equal to the product of (A) the number of shares of Company Common Stock subject
to such Company Option immediately prior to the Effective Time multiplied by (B)
the Exchange Ratio, (iii) the per share exercise price under each such Company
Option (the "Option Conversion Price") shall be adjusted by dividing (x) the per
share exercise price under such Company Option by (y) the Exchange Ratio and
(iv) except as expressly provided for in this Agreement and the Company Option
Agreement with each particular holder of the Company Options, any restriction on
the exercise or transfer of any such Company Option shall continue in full force
and effect in accordance with its terms and the term, exercisability, vesting
schedule and other provisions of or relating to such Company Option shall
otherwise remain unchanged; provided, however, that each Company Option assumed
by Parent in accordance with this Section 1.3(c) shall, in accordance with its
terms, be subject to further adjustment as appropriate to reflect any stock
split, stock dividend, reverse stock split, reclassification, recapitalization
or other similar transaction subsequent to the Effective Time.

Prior to the Effective Time, the Company shall take all action that may be
necessary (including amending the Company Option Plan) to effectuate the
provisions of this Section 1.3(c) and to ensure that, from and after the
Effective Time, holders of Company Options have no rights with respect thereto
other than those specifically provided in this Section 1.3(c).

(d) Section 1.3(d) of the Disclosure Schedule contains a true,
accurate and correct list, as of the date hereof and the Effective Time, setting
forth the number of shares of Company Common Stock into which all outstanding
instruments (including, without limitation, notes, debentures and convertible
stock) are convertible (the "Company Convertible Securities"), and identifying
each Company Convertible Security, the holder thereof, the number of shares of
Company Common Stock into which such Company Convertible Security may be
converted, the date of, maturity date (if any) of such Company Convertible
Security and the other principal terms of such Company Convertible Security. At
the Effective Time, the conversion right provided for in all outstanding Company
Convertible Securities shall, by virtue of the Merger and without any further
action on the part of the Company or the holder thereof, be converted into the
right to convert such Company Convertible Securities in accordance with the
terms thereof. From and after the Effective Time, (i) each Company Convertible
Security may be converted by the holder thereof solely into Parent Common Stock,
(ii) the number of shares of Parent Common Stock into which such Company
Convertible Security can be converted (the "Convertible Security Conversion
Ratio") shall be equal to the product of (A) the number of shares of Company
Common Stock into which such Company Convertible Security may be converted by
its terms multiplied by (B) the Exchange Ratio, (iii) the per share conversion
price under each such Company Convertible Security (the "Convertible Security
Conversion Price") shall be adjusted by dividing (x) the per share conversion
price under such Company Convertible Security by (y) the Exchange Ratio and (iv)
except as expressly provided for in this Agreement and the applicable Company
Convertible Security, any restriction on the transfer of any such Company
Convertible Security shall continue in full force and effect in accordance with
its terms and the term, interest rate, maturity, conversion rate and other
provisions of or relating to such Company Convertible Security shall otherwise
remain unchanged; provided, however, that the Convertible Security Conversion
Ratio and the Convertible Security Conversion Price of each Company Convertible
Security shall, in accordance with its terms, be subject to further adjustment
as appropriate to reflect any stock split, stock dividend, reverse stock split,
reclassification, recapitalization or other similar transaction subsequent to
the Effective Time.


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(e) Each share of Company Common Stock held in the Company's
treasury immediately prior to the Effective Time, if any, and each share of
Company Common Stock then owned by Parent, Merger Sub or any other wholly-owned
subsidiary of Parent, other than any such shares held on behalf of third
parties, if any (collectively, the "Parent Shares"), shall, by virtue of the
Merger, be automatically cancelled and retired and shall cease to exist and no
consideration shall be delivered in exchange therefor.

(f) No fractional shares of Parent Common Stock shall be issued
pursuant hereto. In lieu of the issuance of any fractional share of Parent
Common Stock, cash adjustments will be paid to holders in respect of any
fractional share of Parent Common Stock that would otherwise be issuable, and
the amount of such cash adjustment shall be equal to the product obtained by
multiplying such stockholder's fractional share of Parent Common Stock that
would otherwise be payable by the average of the closing bid and asked prices
per share of Parent Common Stock for the ten consecutive business days ending on
(and including) the business day immediately preceding the date of the Effective
Time.

The parties intend this transaction to constitute a reorganization within
the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended
(the "Code").

1.4 Shares of Dissenting Stockholders.

(a) Notwithstanding anything in this Agreement to the contrary, any
shares of Company Common Stock that are issued and outstanding immediately prior
to the Effective Time and held by a stockholder who has properly exercised and
perfected his appraisal rights under Section 262 of the Corporation Act
("Dissenting Shares") shall not be converted into or exchangeable for the right
to receive the Merger Consideration but shall entitle the holder thereof to
receive payment therefor as shall be determined pursuant to Section 262 of the
Corporation Act.


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(b) If such holder of Dissenting Shares shall have failed to perfect
or shall have effectively withdrawn or lost his right to appraisal of such
shares under the Corporation Act, then, as of the Effective Time, each share of
Company Common Stock of such holder shall thereupon be deemed to have been
converted into and to have become exchangeable for, the right to receive the
Merger Consideration without any interest thereon, in accordance with Section
1.3 hereof, and such shares shall no longer be Dissenting Shares.

(c) The Company shall give the Parent (i) prompt notice of its
receipt of any written demands for dissenters' rights for any shares of Company
Common Stock, withdrawals of such demands, and any other instruments relating to
the Merger served pursuant to Section 262 of the Corporation Act and received by
the Company and (ii) the opportunity to participate in all negotiations and
proceedings with respect to demands for dissenters' rights under the Corporation
Act. The Company shall not, except with the prior written consent of the Parent
or as may be required under applicable law, voluntarily make any payment with
respect to any demands for dissenters' rights for Company Common Stock or offer
to settle or settle any such demands.

1.5 Merger Sub Common Stock. Each share of Merger Sub Common Stock (as
defined in Section 3.2(b)) issued and outstanding immediately prior to the
Effective Time shall, by virtue of the Merger and without any action on the part
of the holder thereof, be converted into one share of common stock of the
Surviving Corporation.

1.6 Articles of Incorporation and By-Laws. At the Effective Time, (i) the
articles of incorporation of the Surviving Corporation shall be amended and
restated in their entirety to read as the articles of incorporation of Merger
Sub in effect immediately prior to the Effective Time, except that such articles
of incorporation shall provide that the name of the corporation be Pure Vanilla
Merger Corporation, and (ii) the by-laws of Merger Sub, as in effect immediately
prior to the Effective Time, shall be the by-laws of the Surviving Corporation
until thereafter amended in accordance with applicable law, except that such
by-laws shall provide that the name of the corporation be Pure Vanilla Merger
Corporation.

1.7 Directors and Officers. The directors of Merger Sub immediately prior
to the Effective Time shall be the directors of the Surviving Corporation and
the officers of the Merger Sub immediately prior to the Effective Time shall be
the officers of the Surviving Corporation, each to hold office in accordance
with the articles of incorporation and by-laws of the Surviving Corporation
until their respective successors are duly elected or appointed and qualified.


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ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as disclosed in writing in the Disclosure Schedule, which has been
prepared by the Company and delivered by the Company to Parent and Merger Sub
prior to or concurrently with the execution and delivery of this Agreement and
shall identify the specific sections or subsections in this Agreement to which
each such disclosure relates (the "Disclosure Schedule"), the Company represents
and warrants to Parent and Merger Sub as follows:

2.1 Organization. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation and has all requisite power and authority to own, lease and
operate its properties and to carry on its business as now being conducted. The
Company is duly qualified or licensed to do business and is in good standing in
each jurisdiction in which the property owned, leased or operated by it or the
nature of the business conducted by it makes such qualification or licensing
necessary, except for such failures to be so duly qualified or licensed and in
good standing that, individually or in the aggregate, have not had and could not
have a material adverse effect on the business, financial condition or results
of operations of the Company (a "Company Material Adverse Effect"). The Company
has previously delivered to Parent true, correct and complete copies of the
articles of incorporation and by-laws (or equivalent governing instruments) and
all amendments thereto, as currently in effect, of the Company.

2.2 Capitalization, subsidiaries.

(a) The authorized capital stock of the Company (the "Company
Stock") consists of 68,000,000 shares of Company Common Stock and 2,000,000
shares of preferred stock, $0.001 par value (the "Company Preferred Stock"). As
of December 13, 2006, there were 8,333,605 shares of Company Common Stock and no
shares of any other class of the Company's capital stock outstanding. As of
December 13, 2006, options to acquire 3,850,000 shares of Company Common Stock
have been granted pursuant to the Company's 2006 Incentive Stock Option Plan
(the "Company Option Plan") and were outstanding and options to acquire 327,728
shares of Company Common Stock that were not granted pursuant to the Company
Option Plan were outstanding, all of such options being described on Section
1.3(c) of the Disclosure Schedule. As of December 13, 2006, there were also
outstanding securities convertible into or exercisable for approximately an
additional 9,025,585 shares of Company Common Stock, all of such securities
being described on Section 1.3(d) of the Disclosure Schedule. The Company has
also reserved a total of approximately 3,400,206 shares of Company Common Stock
for issuance in connection with the Loan Conversion (as defined in Section
4.1(b)). Since December 13, 2006, the Company has not issued any additional
shares of Company Stock (except as contemplated by Section 4.1(b)), nor has it
granted or otherwise promised or undertaken to grant any additional options or
other rights that are convertible into, or exercisable for, Company Stock or
other ownership rights of the Company (except as contemplated by Section
4.1(b)), nor has it made representations or commitments that are convertible
into, or exercisable for, Company Stock or other ownership rights of the
Company. All issued and outstanding shares of Company Stock have been duly
authorized and are validly issued, fully paid, nonassessable and free of
preemptive rights. Except as described on Section 1.3(c) and Section 1.3(d) of
the Disclosure Schedule, the Company does not have outstanding any subscription,
option, put, call, warrant or other right or commitment to issue or any
obligation or commitment to redeem or purchase, any of its authorized capital
stock or any securities convertible into or exchangeable for any of its
authorized capital stock. There are no stockholder agreements, voting
agreements, voting trusts or other similar arrangements to which the Company is
a party which have the effect of restricting or limiting the transfer, voting or
other rights associated with the capital stock of the Company. Section 2.2(a) of
the Disclosure Schedule contains a true, accurate and correct stockholders'
list, setting forth the number of shares of Company Stock owned beneficially and
of record by each stockholder of the Company as of the date of this Agreement,
and a list setting forth all outstanding options and other rights convertible
into, or exercisable for, Company Stock as well as all holders thereof.


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(b) The Company has no Subsidiaries. The Company does not own,
directly or indirectly, any equity or other interest or any right (contingent or
otherwise) to acquire the same in any corporation, partnership, joint venture,
business, trust or other entity.

(c) Except as set forth on Section 2.2(c) of the Disclosure
Schedule, the Company has not granted any registration or similar rights to, or
entered into any agreement relating to such rights with, any person relating to
the registration of any of the shares of its capital stock under the Securities
Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act").

2.3 Authorization; Binding Agreement. The Company has all requisite
corporate power and authority to execute and deliver this Agreement and all
agreements and documents contemplated hereby. The execution and delivery of this
Agreement and all agreements contemplated hereby, the performance by the Company
of its obligations hereunder and the consummation of the transactions
contemplated hereby and thereby have been unanimously approved by the Company
Board and duly and validly authorized by all necessary corporate action on the
part of the Company and its stockholders. This Agreement constitutes, and all
agreements and documents contemplated hereby to which the Company is, or will
be, a party constitute, legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their respective terms,
except as such enforcement may be limited by general principles of equity
whether applied in a court of law or a court of equity and by bankruptcy,
insolvency and similar laws affecting creditors' rights and remedies generally.

2.4 Noncontravention. Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby will (a) violate,
conflict with or result in any breach of any provision of the articles of
incorporation, as amended, or by-laws, as amended, of the Company, (b) require
any consent, approval or notice under or conflict with or result in a violation
or breach of, or constitute (with or without notice or lapse of time or both) a
default (or give rise to any right of termination, cancellation or acceleration)
under, or impair, invalidate or otherwise affect, any of the terms, conditions
or provisions of any Material Contracts (as defined in Section 2.9(a)), or other
items or rights identified on Section 2.23(a) of the Disclosure Schedule, or any
other note, bond, mortgage, indenture, license, agreement or other instrument or
obligation (the "Other Agreements") to which the Company is a party or by which
it or any portion of its properties or assets may be bound or (c) violate any
order, judgment, writ, injunction, determination, award, decree, law, statute,
rule or regulation (collectively, "Legal Requirements") applicable to the
Company or any portion of its properties or assets, except with respect to
clauses (b) and (c) such matters that, individually or in the aggregate, have
not had and could not reasonably be expected to have a Company Material Adverse
Effect.


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2.5 Governmental Approvals. No consent, approval or authorization of, or
declaration or filing with, any foreign, federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality
(each, a "Governmental Entity") on the part of the Company that has not been
obtained or made is required in connection with the execution or delivery by the
Company of this Agreement or the consummation by the Company of the transactions
contemplated hereby, other than (a) the filing of the Certificate of Merger with
the Secretary of State of the State of Delaware, and (b) consents, approvals,
authorizations, declarations or filings that, if not obtained or made, could
not, individually or in the aggregate, have a Company Material Adverse Effect or
prevent the Company from consummating the transactions contemplated hereby.

2.6 Financial Statements. Section 2.6 of the Disclosure Schedule sets
forth true, correct and complete copies of the audited balance sheets,
statements of income, statements of stockholders' equity and statements of cash
flows for the three fiscal years ended February 28, 2006, February 28, 2005 and
February 29, 2004, unaudited balance sheets as of November 30, 2006 and
unaudited statements of income, statements of changes of operations, statements
of stockholders' equity and statements of cash flows for the period ending
November 30, 2006 (collectively, the "Company Financial Statements"). The
Company Financial Statements, including (in the case of audited statements) the
related notes, have been prepared from and are in accordance with the books and
records of the Company and are true, complete and accurate and fairly present in
all material respects the financial position, results of operations and changes
in financial position of the Company as of the dates and for the periods
indicated (subject in the case of unaudited statements, to normal year-end audit
adjustments which could not be material in amount or effect), in each case in
accordance with GAAP consistently applied throughout the periods indicated. The
books of account and other financial records of the Company that relate to the
same periods as the periods covered by the Company Financial Statements (i)
reflect all items of income and expense and all assets and liabilities required
to be reflected therein in accordance with GAAP applied on a basis consistent
with the past practices of the Company, (ii) are in all material respects
complete and correct, and do not contain or reflect any material inaccuracies or
discrepancies and (iii) have been maintained in accordance with good business
and accounting practices.

2.7 No Undisclosed Liabilities. Except as set forth on Section 2.7 of the
Disclosure Schedule, the Company has no liabilities or obligations (whether
absolute, accrued, contingent or otherwise) which are not reflected in the
Company Financial Statements except for liabilities and obligations incurred in
the ordinary course of business since November 30, 2006, none of which,
individually or in the aggregate, have had or could have a Company Material
Adverse Effect.


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2.8 Validity of Leases and Contracts.

(a) The Company owns no real property. Section 2.8(a) of the
Disclosure Schedule lists each of the following contracts and agreements
(including oral agreements) of the Company (such contracts and agreements,
including all contracts, agreements, leases and subleases concerning the use,
occupancy, management or operation of any real property and all IP Contracts
listed or otherwise set forth in Section 2.22(a) of the Disclosure Schedule
being "Material Contracts"):

(i) each lease of real property and all other leased interests
in real property that are used by the Company (a "Real Property Lease");

(ii) each lease, license, contract, agreement, invoice,
purchase or sales order, employee secrecy or confidentiality agreement,
undertaking, indenture and written commitment to which the Company is a party or
by which any of the assets of the Company is bound, including all ongoing
agreements, licenses, written commitments or other engagements and other
instruments of any kind (but excluding Company Plans (as defined in Section
2.18(a)) under the terms of which the Company: (A) (i) is likely to pay or
otherwise give consideration of more than $10,000 in the aggregate during the
calendar year ended December 31, 2006 or (ii) is likely to pay or otherwise give
consideration of more than $25,000 in the aggregate over the remaining term of
such contract and (B) cannot be cancelled by the Company without penalty or
further payment and without more than 30 days' notice;

(iii) any written proposal, quotation or bid made or received
by the Company in connection with its business that, if accepted, could lead to
a contract for the provision of services by the Company, if a contract pursuant
to such proposal, quotation or bid would have been included in the Disclosure
Schedule pursuant to Section 2.8(a)(ii);

(iv) any note, debenture, bond, equipment trust agreement,
letter of credit, loan agreement or other contract or commitment for the
borrowing or lending of money or agreement or arrangement for a line of credit
or guarantee, pledge or undertaking of the indebtedness of any other person, in
each case in excess of $10,000 (collectively, "Indebtedness");

(v) all broker, distributor, dealer, manufacturer's
representative, franchise, agency, sales promotion, market research, marketing,
consulting and advertising contracts and agreements to which the Company is a
party;

(vi) all management contracts and contracts with independent
contractors or consultants (or similar arrangements) to which the Company is a
party and which are not cancelable without penalty or further payment and
without more than 30 days' notice;

(vii) all contracts and agreements with any Governmental
Entity to which the Company is a party;

(viii) all contracts and agreements that limit or purport to
limit the ability of the Company to compete in any line of business or with any
person or in any geographic area or during any period of time;


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(ix) all contracts and agreements between or among the
Company, on one hand, and the Parent or any affiliate of the Parent, on the
other hand, other than contracts or agreements relating to the purchase from the
Company of shares of its capital stock and agreements (including promissory
notes) relating to transactions in which an affiliate of Parent loaned money to
the Company;

(x) all contracts and agreements providing for benefits under
any Company Plan (but specifically excluding stock option agreements issued
pursuant to the Company's 2006 Incentive Stock Option Plan); and

(xi) all other contracts and agreements, whether or not made
in the ordinary course of business, which are material to the Company or the
conduct of the Company's business, or the absence of which could have a Company
Material Adverse Effect.

(b) Except as set forth in Section 2.8(b) of the Disclosure
Schedule, each Material Contract: (i) is valid and binding on the parties
thereto and is in full force and effect, and (ii) upon consummation of the
transactions contemplated by this Agreement, except to the extent that any
consents set forth in Section 2.5 of the Disclosure Schedule are not obtained,
shall continue in full force and effect without penalty or other adverse
consequence. The Company is not in breach of, or default under, any Material
Contract.

(c) Except as set forth in Section 2.8(c) of the Disclosure
Schedule, to the knowledge of the Company, no other party to any Material
Contract is in breach thereof or default thereunder and the Company has not
received any notice of termination, cancellation, breach or default under any
Material Contract.

(d) The Company has made available to the Parent true and complete
copies of all Material Contracts.

(e) Except as set forth in Section 2.8(e) of the Disclosure
Schedule, there is no contract, agreement or other arrangement granting any
person any preferential right to purchase, other than in the ordinary course of
business consistent with past practice, any of the Company's assets or any of
the shares of Company Stock.

2.9 Absence of Certain Changes or Events. Except as disclosed on Section
2.9(a) of the Disclosure Schedule, since November 30, 2006, the Company has
conducted business in the ordinary and usual course and, without limiting the
generality of the foregoing:

(a) There have been no changes, developments, events, conditions or
state of affairs which, individually or in the aggregate, have had or could have
a Company Material Adverse Effect, other than the effects of the results of the
operations of the Company's business (including losses incurred as a result
thereof) that are consistent with results in prior periods;

(b) Except as contemplated by the transactions described in this
Agreement and specifically set forth on Section 2.9(b) of the Disclosure
Schedule, there has not been any split, combination or reclassification of
Company Stock or any issuance, or authorization of the issuance, of any
securities in respect of, in lieu of, or in substitution for the capital stock
of the Company or any declaration, setting side or payment of any dividend or
other distribution (whether in cash, securities, property or otherwise) in
respect of the capital stock of the Company;


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(c) Except as contemplated by the transactions described in this
Agreement and specifically set forth on Section 2.9(c) of the Disclosure
Schedule, the Company has not purchased, redeemed or otherwise acquired or
committed itself to acquire, directly or indirectly, any of the capital stock of
the Company;

(d) Except as set forth on Sections 1.3(c) and 1.3(d) of the
Disclosure Schedule, the Company has not issued or otherwise committed to issue
any Company Options, warrants or other securities;

(e) The Company has not sold, assigned, conveyed or otherwise
disposed of any material properties or assets, real, personal, or mixed
(including leasehold interests and intangible property), other than in the
ordinary course of its business;

(f) The Company has not sold, leased, subleased, licensed, assigned,
conveyed or otherwise transferred any material Assets (as defined in Section
2.13(a)) of the Company, other than in the ordinary course of its business;

(g) The Company has not mortgaged, pledged or subjected to any Lien
or encumbrance any assets of the Company;

(h) The Company has not cancelled, terminated, entered into, amended
or modified any Material Contract or the Company's rights thereunder;

(i) The Company has not amended, terminated, cancelled or
compromised any material claims of the Company or waived any other rights of
substantial value to the Company, whether or not in the ordinary course of
business;

(j) The Company has not incurred any liability or loss with respect
to any of the assets or operations of the Company, except for liabilities
incurred in the ordinary course of business, consistent with past practices;

(k) The Company has not incurred any capital expenditure or executed
any lease or other agreement with respect to any assets of the Company or any
aspect of the business of the Company, or incurred any liability therefor,
requiring any payment or payments in excess of $10,000 individually or $25,000
in the aggregate;

(l) There have not been any cancellations or any threats of
cancellations of any Material Contract by any supplier, customer or contractor
of the Company with respect to the business of the Company;

(m) The Company has not terminated or effected any amendment or
supplement to, or extension of, any Company Plan;


11
<PAGE>

(n) The Company has not (i) announced or granted to any director or
executive officer of, consultant to, or other employee of the Company any
increase in wages, salaries, compensation, bonuses, incentives, pension or other
benefits payable by the Company, (ii) agreed to any grant by the Company to any
such director, executive officer, consultant or employee of any increase in
severance or termination pay, (iii) agreed to any entry by the Company into, or
any amendment of, any employment, consulting, deferred compensation,
indemnification, severance or termination agreement with any such director,
executive officer, consultant or employee or (iv) agreed to, or taken any action
to, accelerate the vesting of any Company Option or other equity-based
compensation;

(o) The Company has not made any change in accounting methods or
principles used for financial or regulatory reporting purposes other than such
changes required by GAAP;

(p) The Company has not written down or written up (or failed to
write down or write up in accordance with GAAP) the value of any receivables or
revalued any of the assets other than in the ordinary course of business in
accordance with GAAP;

(q) The Company has not (i) merged with, entered into a
consolidation with or acquired an interest of 5% or more in any person or
acquired a substantial portion of the assets or business of any person or any
division or line of business thereof, or otherwise acquired any material assets
other than in the ordinary course of business and consistent with past practice;

(r) The Company has not made any material changes in the customary
methods of operations of the Company, including practices and policies relating
to manufacturing, purchasing, inventories, marketing, selling and pricing;

(s) The Company has not made, revoked or changed any tax election or
method of tax accounting or settled or compromised any liability with respect to
taxes of the Company;

(t) The Company has not made any loan to, guaranteed any
indebtedness of or otherwise incurred any indebtedness on behalf of any person;

(u) The Company has not entered into any agreement, arrangement or
transaction with any of its directors, officers, employees or stockholders (or
with any relative, beneficiary, spouse or affiliate of such persons), other than
agreements and transactions relating to the purchase of shares of the Company
Capital Stock, loans made to the Company and amendments, modifications and
terminations of such agreements;

(v) The Company has not disclosed any secret or confidential
Intellectual Property (as defined in Section 2.21(a)) (except by way of issuance
of a patent) (other than to persons who have executed written confidentiality
agreements with the Company agreeing not to disclose such confidential
Intellectual Property or to use it for the benefit of any person other than the
Company) or permitted to lapse or become abandoned any material Intellectual
Property (or any registration or grant thereof or any application relating
thereto) to which, or under which, the Company has any right, title, interest or
license;


12
<PAGE>

(w) The Company has not allowed any permit that was issued or
relates to the Company or otherwise relates to the Company's business to lapse
or terminate or failed to renew any insurance policy or permit that is scheduled
to terminate or expire within 45 calendar days of the Closing, unless the lapse,
termination or nonrenewal of therof would not have a Company Material Adverse
Effect;

(x) The Company has not failed to maintain the Company's material
property and equipment in good repair and operating condition, ordinary wear and
tear excepted;

(y) The Company has not amended or restated the articles of
incorporation or by-laws (or other organizational documents) of the Company;

(z) The Company has not (i) abandoned, sold, assigned, or granted
any security interest in or to any material item of the Company's Intellectual
Property or the IP Contracts (as defined in Section 2.23(a)), including failing
to perform or cause to be performed all applicable filings, recordings and other
acts, and pay or caused to be paid all required fees and taxes, to maintain and
protect its interest in such Intellectual Property, (ii) granted to any third
party any license with respect to any of the Company's Intellectual Property,
other than licenses in the ordinary course of its business, (iii) developed,
created or invented any Intellectual Property jointly with any third party
(other than such joint development, creation or invention with a third party
that is in progress prior to the date of this Agreement) or (iv) disclosed, or
allow to be disclosed, any confidential Intellectual Property, unless such
Intellectual Property is subject to a confidentiality or non-disclosure covenant
protecting against disclosure thereof; and

(aa) The Company has not entered into any agreement or arrangement,
whether in writing or otherwise, to do any of the foregoing, or granted any
options to purchase, rights of first refusal, rights of first offer or any
similar rights or commitments with respect to any of the foregoing, except as
expressly contemplated by this Agreement.

2.10 Litigation, Judgments, No Default, Etc. Except as otherwise disclosed
on Section 2.10 of the Disclosure Schedules, there is no action or proceeding
pending and the Company has no knowledge of any action or proceeding threatened
against or affecting the Company, its business or assets, the outcome of which
could, individually or in the aggregate, have a Company Material Adverse Effect
or could affect the legality, validity or enforceability of this Agreement or
the consummation of the transactions contemplated hereby, (b) there is no
judgment, decree, injunction, rule or order (collectively, "Orders"), and the
Company has no knowledge of any potential Orders, of any court, arbitrator or
Governmental Entity outstanding against the Company, its business or assets, and
(c) there are no facts, and the Company has no knowledge of any potential facts,
that could result in any such action or proceeding which could, individually or
in the aggregate, reasonably be expected to have a Company Material Adverse
Effect or could affect the legality, validity or enforceability of this
Agreement or the consummation of the transactions contemplated hereby.

2.11 Compliance. The Company is not in default or violation of any term,
condition or provision, and has no knowledge of any potential default or
violation of any term, condition or provision, of (a) its articles of
incorporation, as amended, or by-laws, as amended (or equivalent governing
instruments), or (b) any Material Contracts to which it is a party or by which
the Company or any portion of its properties or assets may be bound; except with
respect to the foregoing clause (b) such matters that, individually or in the
aggregate, have not had and could not reasonably be expected to have a Company
Material Adverse Effect.


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<PAGE>

2.12 Tangible Personal Property.

(a) The Company owns or has the legal right to use all tangible
personal property necessary for it to continue to conduct its business as
conducted on the date of this Agreement.

2.13 Assets.

(a) Except as set forth in Section 2.13(a) of the Disclosure
Schedule, the Company owns, leases or has the legal right to use all the
properties and assets, including the Company's Intellectual Property, the IP
Contracts and the Tangible Personal Property, used in the conduct of the
Company's business and, with respect to contract rights, is a party to and
enjoys the right to the benefits of all contracts, agreements and other
arrangements used by the Company or in or relating to the conduct of the
Company's business, all of which properties, assets and rights constitute
"Assets." The Company has good and marketable title to, or, in the case of
leased or subleased Assets, valid and subsisting leasehold interests in, all the
Assets, free and clear of all encumbrances, except as set forth in Section
2.13(a) of the Disclosure Schedule.

(b) The Assets constitute all the properties, assets and rights
forming a part of, used, or held as are necessary in the conduct of, the
Company's business. At all times since the date of this Agreement, the Company
has caused the Assets to be maintained in accordance with good business
practice, and all the Assets are in good operating condition and repair and are
suitable for the purposes for which they are used and intended.

2.14 Key Employees.

(a) Section 2.14 of the Disclosure Schedule lists the name, current
annual salary rates, bonuses, deferred or contingent compensation, pension,
"golden parachute" and other like benefits paid or payable (in cash or
otherwise) in 2006 and 2005, the date of employment and the job title of each
current salaried employee, officer, director, consultant or agent of the Company
whose annual compensation exceeded $100,000.

(b) All directors, officers, management employees and technical and
professional employees of the Company are under written obligation to the
Company to maintain in confidence all confidential or proprietary information
acquired by them in the course of their employment and to assign to the Company
all inventions made by them within the scope of their employment during such
employment.


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<PAGE>

2.15 Certain Interests.

(a) Except as set forth in Section 2.15(a) of the Disclosure
Schedule, no officer or director, associate or affiliate of the Company and no
relative or spouse (or relative of such spouse) who resides with, or is a
dependent of, any such officer, director, associate or affiliate:

(i) has any direct or indirect financial interest in any
competitor, supplier or customer of the Company (other than Parent) or the
business of the Company (other than Parent); provided, however, that the
ownership of securities representing no more than one percent of the outstanding
voting power of any competitor, supplier or customer and that are also listed on
any national securities exchange, shall not be deemed to be a "financial
interest" so long as the person owning such securities has no other connection
or relationship with such competitor, supplier or customer;

(ii) owns, directly or indirectly, in whole or in part, or has
any other interest in any property, real or personal, tangible or intangible,
including, without limitation, licenses, inventions, technology, processes,
designs, computer programs, know-how and formulae used in the business of the
Company; or

(iii) has a beneficial interest in any contract or agreement
disclosed in the Disclosure Schedule; or

(iv) has outstanding any Indebtedness to the Company.

(b) Except as set forth in Section 2.15(b) of the Disclosure
Schedule, the description of the relationships between the Parent, the Company
and their respective officers, directors and employees set forth in Item 7 of
the Parent's Registration Statement on Form 10-SB filed with the Securities and
Exchange Commission on May 26, 2006 is complete and accurate in all material
respects.

2.16 Board and Stockholder Approval.

(a) The Company Board by resolutions duly adopted by unanimous vote
of those voting at a meeting duly called and held, or by unanimous written
consent, and not subsequently rescinded or modified in any way, has duly (i)
determined that this Agreement and the Merger are fair to and in the best
interests of the Company and its stockholders, (ii) approved this Agreement and
the Merger and declared their advisability (iii) recommended that the
stockholders of the Company approve and adopt this Agreement and approve the
Merger and directed that this Agreement, the Merger and other transactions
contemplated by this Agreement be submitted for consideration by the Company's
stockholders.

(b) The only vote of the holders of any class or series of Company
Stock necessary to approve and adopt this Agreement, the Merger and other
transactions contemplated by this Agreement is the affirmative vote of the
holders of a majority of the outstanding shares of Company Common Stock in favor
of the approval and adoption of this Agreement, the Merger and other
transactions contemplated by this Agreement.


15
<PAGE>

2.17 Tax Matters. "Taxes," as used in this Agreement, means any federal,
state, county, local or foreign taxes, charges, fees, levies, or other
assessments, including, without limitation, all net income, gross income, sales,
use, ad valorem, transfer, gains, profits, excise, franchise, real and personal
property, gross receipt, capital stock, production, business and occupation,
disability, employment, payroll, license, estimated, stamp, custom duties,
alternative minimum, severance or withholding taxes or charges imposed by any
Governmental Entity, whether foreign or domestic, and includes any additions to
tax, interest and penalties. "Tax Return," as used in this Agreement, means a
report, return, statement, declaration or other information required to be
supplied with respect to Taxes, including any schedule or attachment thereto,
and including any amendment thereof.

(a) Filing of Timely Tax Returns. Except for Tax Returns that are
currently subject to an extension that has been properly obtained, all Tax
Returns required to be filed by the Company under applicable law have been filed
on a timely basis. All such Tax Returns were and are true, complete and correct.

(b) Payment of Taxes. The Company has, within the time and in the
manner prescribed by law, paid all Taxes that are currently due and payable. No
written claim (and no other claim) has ever been made by an authority in a
jurisdiction where the Company does not file Tax Returns that it is or may be
subject to taxation in that jurisdiction.

(c) Tax Reserves. The Company has established (and until the Closing
Date will maintain) on its books and records, including the Company Financial
Statements (i) reserves adequate to pay all Taxes and all deficiencies in Taxes
asserted, proposed or threatened against the Company and (ii) reserves for
deferred income taxes, in each case in accordance with GAAP.

(d) Tax Liens. There are no Tax liens upon the assets of the Company
except liens for Taxes not yet due.

(e) Withholding Taxes. The Company has complied in all respects with
the provisions of the Code relating to the withholding of Taxes, including,
without limitation, the withholding and reporting requirements under Sections
1441 through 1464, 3401 through 3406, and 6041 through 6049 of the Code, as well
as any similar provisions under any other laws, and have, within the time and in
the manner prescribed by law, withheld from employee wages and paid over to the
proper governmental authorities all amounts required.

(f) Waivers of Statute of Limitations. The Company has not executed
any outstanding waivers or comparable consents regarding the application of the
statute of limitations with respect to any Taxes or Tax Returns.

(g) Deficiencies. No deficiency for any Taxes has been proposed,
asserted, assessed or, to the Company's knowledge, threatened against the
Company.

(h) Audit, Administrative and Court Proceedings. No audits or other
administrative proceedings or court proceedings are presently pending with
regard to any Taxes or Tax Returns of the Company. The Company has no knowledge
of any threatened action, audit or administrative or court proceeding with
respect to any such Taxes or Tax Returns. The Company has no knowledge of any
facts which would constitute grounds for the assessment of any liability for
Taxes with respect to the periods which have not been audited by the Internal
Revenue Service (the "IRS") or other taxing authority.


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<PAGE>

(i) Tax Rulings. The Company has not received a Tax Ruling (as
defined below) or entered into a Closing Agreement (as defined below) with any
taxing authority that could have a continuing adverse effect after the Closing
Date. "Tax Ruling", as used in this Agreement, shall mean a written ruling of a
taxing authority relating to Taxes. "Closing Agreement", as used in this
Agreement, shall mean a written and legally binding agreement with a taxing
authority relating to Taxes.

(j) Availability of Tax Returns. To the extent not previously
provided, as soon as practicable after the date hereof, the Company will make
available to the Parent complete and accurate copies of such of the following
materials as the Parent may reasonably request: (i) Tax Returns filed by the
Company since the Company's incorporation, (ii) audit reports received from any
taxing authority relating to any Tax Return filed by the Company and (iii)
Closing Agreements entered into by the Company with any taxing authority.

(k) Tax Sharing Agreements. The Company is not a party to any Tax
allocation or sharing or similar agreement or arrangement with any person other
than the Company.

(l) Affiliated Groups; Liability for Others. The Company has never
been a member of an affiliated group of corporations filing consolidated,
combined or unitary Tax Returns other than an affiliated group in which the
Company was the common parent. The Company has no liability for Taxes of any
person other than the Company under Treasury Regulations Section 1.1502-6 (or
any similar p