AGREEMENT AND PLAN OF REORGANIZATION

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Title: AGREEMENT AND PLAN OF REORGANIZATION
Governing Law: Colorado Date: 5/24/2005
Law Firm: Espinosa & Associates, P.C.; David Wagner & Associates, P.C.

Exhibit 2.1

AGREEMENT AND PLAN OF REORGANIZATION

Dated as of

May 20, 2005

between

SIERRA NORTE, LLC,

ALL MEMBERS OF SIERRA NORTE, LLC.

and

POCKETSPEC TECHNOLOGIES INC.

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TABLE OF CONTENTS

SECTION 1: GENERAL DEFINITIONS................................... -1-

1.1 BEST KNOWLEDGE........................................ -1-

1.2 BUSINESS DAY.......................................... -1-

1.3 CODE.................................................. -1-

1.4 ERISA................................................. -1-

1.5 EXCHANGE ACT.......................................... -1-

1.6 FISCAL YEAR........................................... -2-

1.7 GOVERNMENTAL AUTHORITY................................ -2-

1.8 GOVERNMENTAL REQUIREMENT.............................. -2-

1.9 IRS................................................... -2-

1.10 LEGAL REQUIREMENTS.................................... -2-

1.11 OWNERSHIP INTEREST.................................... -2-

1.12 PERSON................................................ -2-

1.13 SECTION............................................... -2-

1.14 SECURITIES ACT........................................ -2-

1.15 TAXES................................................. -2-

SECTION 2: ACQUISITION .......................................... -2-

2.1 EXCHANGE OF SECURITIES................................ -2-

2.2 INCOME TAX CONSIDERATIONS............................. -3-

2.3 COMPLIANCE WITH SECURITIES LAWS....................... -3-

SECTION 3: APPROVALS ............................................ -3-

3.1 PocketSpec Board of Directors Approval................ -3-

3.2 Sierra Norte Members Approval......................... -3-

SECTION 4: ADDITIONAL AGREEMENTS ................................ -3-

4.1 Sierra Norte Audits................................... -4-

4.2 Spin Off.............................................. -4-

4.3 NOTIFICATION OF CERTAIN MATTERS....................... -4-

4.4 FURTHER ACTION........................................ -4-

4.5 PUBLIC ANNOUNCEMENTS.................................. -4-

4.6 COOPERATION IN SECURITIES FILINGS..................... -4-

4.7 ADDITIONAL DOCUMENTS.................................. -4-

SECTION 5: CLOSING .............................................. -5-

5.1 GENERAL PROCEDURE..................................... -5-

5.2 TIME AND PLACE........................................ -5-

5.3 EFFECTIVE DATE OF CLOSING............................. -5-

5.4 COVENANTS REGARDING CLOSING........................... -5-

5.5 CONDITIONS TO OBLIGATION OF POCKETSPEC................ -5-

5.6 CONDITIONS TO OBLIGATION OF SIERRA NORTE AND MEMBERS.. -7-

5.7 SPECIFIC ITEMS TO BE DELIVERED AT THE CLOSING......... -9-

5.8 ELECTION OF DIRECTORS AND EXECUTIVE OFFICERS OF

POCKETSPEC ........................................... -11-

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SECTION 6: REPRESENTATIONS AND WARRANTIES BY

SIERRA NORTE ANDD SHAREHOLDERS ....................... -11-

6.1 ORGANIZATION AND STANDING............................. -11-

6.2 SUBSIDIARIES, ETC..................................... -11-

6.3 QUALIFICATION......................................... -11-

6.4 CORPORATE AUTHORITY................................... -11-

6.5 FINANCIAL STATEMENTS.................................. -12-

6.6 FINANCIAL INFORMATION................................. -12-

6.7 CAPITALIZATION OF SIERRA NORTE........................ -12-

6.8 TAXES................................................. -13-

6.9 NO ACTIONS, PROCEEDINGS, ETC.......................... -13-

6.10 POST BALANCE SHEET CHANGES............................ -13-

6.11 NO BREACHES........................................... -14-

6.12 CONDITION OF SIERRA NORTE'S ASSETS.................... -14-

6.13 INVENTORY............................................. -14-

6.14 ACCOUNTS RECEIVABLE................................... -14-

6.15 CORPORATE ACTS AND PROCEEDINGS........................ -14-

6.16 REGISTERED RIGHTS AND PROPRIETARY INFORMATION......... -14-

6.17 CHANGES IN SUPPLIERS AND CUSTOMERS.................... -14-

6.18 NO LIENS OR ENCUMBRANCES.............................. -16-

6.19 EMPLOYEE MATTERS...................................... -16-

6.20 LEGAL PROCEEDINGS AND COMPLIANCE WITH LAW............. -16-

6.21 CONTRACT SCHEDULES.................................... -16-

6.22 LABOR MATTERS......................................... -17-

6.23 INSURANCE............................................. -17-

6.24 ENVIRONMENTAL......................................... -18-

6.25 DISCLOSURE OF INFORMATION............................. -19-

6.26 REPRESENTATION AND WARRANTIES......................... -19-

SECTION 7: COVENANTS OF SIERRA NORTE AND SHILTS................. -19-

7.1 PRESERVATION OF BUSINESS.............................. -19-

7.2 ORDINARY COURSE....................................... -20-

7.3 NEGATIVE COVENANTS.................................... -20-

7.4 ADDITIONAL COVENANTS.................................. -20-

7.5 ACCESS TO BOOKS AND RECORDS, PREMISES, ETC............ -21-

7.6 COMPENSATION.......................................... -21-

7.7 NO SOLICITATION....................................... -21-

SECTION 8: REPRESENTATIONS AND WARRANTIES OF POCKETSPEC.......... -22-

8.1 ORGANIZATION AND STANDING............................. -22-

8.2 SUBSIDIARIES, ETC..................................... -22-

8.3 QUALIFICATION......................................... -22-

8.4 CORPORATE AUTHORITY................................... -23-

8.5 SEC Documents......................................... -23-

8.6 CAPITALIZATION OF POCKETSPEC.......................... -23-

8.7 NO ACTIONS, PROCEEDINGS, ETC.......................... -24-

8.8 POST BALANCE SHEET CHANGES............................ -24-

8.9 NO BREACHES........................................... -24-

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8.10 CORPORATE ACTS AND PROCEEDINGS........................ -25-

8.11 REPRESENTATIONS AND WARRANTIES........................ -25-

SECTION 9: COVENANTS OF PocketSpec............................... -25-

9.1 PRESERVATION OF BUSINESS.............................. -25-

9.2 ORDINARY COURSE....................................... -25-

9.3 NEGATIVE COVENANTS.................................... -25-

9.4 ADDITIONAL COVENANTS.................................. -26-

9.5 ACCESS TO BOOKS AND RECORDS, PREMISES, ETC............ -27-

9.6 DELIVERY OF ADDITIONAL FILINGS........................ -27-

SECTION 10: REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS........ -27-

10.1 OWNERSHIP............................................. -27-

10.2 RIGHTS OWNERSHIP...................................... -27-

10.3 RESTRICTION ON FUTURE TRANSFER........................ -27-

10.4 UNREGISTERED STOCK.................................... -28-

10.5 STOCK ACQUIRED FOR INVESTMENT; LIMITATIONS

ON DISPOSITION........................................ -28-

SECTION 11: TERMINATION................................................. -28-

11.1 TERMINATION........................................... -28-

11.2 EFFECT OF TERMINATION................................. -29-

SECTION 12: INDEMNIFICATION AND REMEDIES FOR BREACH..................... -29-

12.1 INDEMNIFICATION BY POCKETSPEC......................... -29-

12.2 INDEMNIFICATION BY MEMBERS............................ -30-

12.3 INDEMNIFICATION BY SIERRA NORTE....................... -30-

12.4 ADDITIONAL NOTICE..................................... -30-

12.5 DETERMINATION OF DAMAGES AND RELATED MATTERS.......... -31-

12.6 REMEDIES FOR BREACH................................... -32-

SECTION 13: NONDISCLOSURE OF CONFIDENTIAL INFORMATION................... -32-

13.1 NONDISCLOSURE OF CONFIDENTIAL INFORMATION............. -32-

13.2 NO PUBLICITY.......................................... -33-

SECTION 14: EXPENSES.................................................... -33-

SECTION 15: MISCELLANEOUS............................................... -33-

15.1 ATTORNEY'S FEES....................................... -33-

15.2 NO BROKERS............................................ -33-

15.3 SURVIVAL AND INCORPORATION OF REPRESENTATIONS......... -33-

15.4 INCORPORATION BY REFERENCE............................ -34-

15.5 PARTIES IN INTEREST................................... -34-

15.6 AMENDMENTS AND WAIVERS................................ -34-

15.7 WAIVER................................................ -34-

15.8 GOVERNING LAW - CONSTRUCTION.......................... -34-

15.9 REPRESENTATIONS AND WARRANTIES........................ -34-

15.10 NOTICES............................................... -34-

15.11 FAX/COUNTERPARTS...................................... -35-

15.12 CAPTIONS.............................................. -36-

15.13 SEVERABILITY.......................................... -36-

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15.14 GOOD FAITH COOPERATION AND ADDITIONAL DOCUMENTS....... -35-

15.15 SPECIFIC PERFORMANCE.................................. -36-

15.16 ASSIGNMENT............................................ -36-

15.17 TIME.................................................. -36-

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AGREEMENT AND PLAN OF REORGANIZATION

------------------------------------

THIS AGREEMENT ("Agreement") is made and entered into effective this 20th

of May, 2005, by and between and among POCKETSPEC TECHNOLOGIES INC., a Colorado

corporation, ("PocketSpec") and SIERRA NORTE, LLC., a New Mexico limited

liability company, ("Sierra Norte") and each of the undersigned, as the Members

of Sierra Norte (hereafter collectively be referred to as "Members").

WITNESSETH

----------

WHEREAS, Members are the record and beneficial owners of all of the issued

and outstanding membership interests of Sierra Norte (the "Memberships"), which

Memberships represent one hundred percent (100%) of the issued and outstanding

memberships of Sierra Norte; and

WHEREAS, PocketSpec desires to acquire Sierra Norte (the "Acquisition")

through the acquisition of the Memberships in consideration of the issuance of

shares of common stock, $.001 par value, of PocketSpec; and

WHEREAS, the parties intend this Agreement to be a Plan of Reorganization

within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986,

as amended, (the "Code") and the regulations thereunder; and

NOW, THEREFORE, in consideration of the mutual covenants, agreements,

representations and warranties contained in this Agreement, and other good and

valuable consideration, the receipt and adequacy whereof is hereby acknowledged,

the parties 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 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 or should have known as the result of the exercise of

reasonable diligence to the current directors and executive officers

of the Person.

1.2 BUSINESS DAY. "Business Day" means any day which is not a Saturday,

Sunday or a permitted or required bank holiday in Denver, Colorado.

1.3 CODE. "Code" means the Internal Revenue Code of 1986, as amended.

1.4 ERISA. "ERISA" means the Employee Retirement Income Security Act of

1974, as amended.

1.5 EXCHANGE ACT. "Exchange Act" shall mean the Securities Exchange Act of

1934, as amended.

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1.6 FISCAL YEAR. "Fiscal Year" shall mean a twelve-month period beginning

January 1.

1.7 GOVERNMENTAL AUTHORITY. "Governmental Authority" shall mean any and

all 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 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 IRS. "IRS" means the Internal Revenue Service.

1.10 LEGAL REQUIREMENTS. "Legal Requirements" means applicable common law

and any 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.

1.11 OWNERSHIP INTEREST. "Ownership Interest" shall mean any form of direct

or indirect interest in the ownership, equity or profits of Sierra

Norte or PocketSpec, whether certificated or non-certificated, issued

or unissued, contingent or otherwise, including, without limitation,

the following: securities, or the right thereto, executory rights to

receive securities, options, warrants, instruments or obligations

convertible into Memberships or profit interests.

1.12 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.

1.13 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: ACQUISITION

2.1 EXCHANGE OF SECURITIES. Subject to the terms and conditions

hereinafter set forth, on the Closing Date (as hereinafter defined),

the Members of Sierra Norte, shall deliver to PocketSpec, and

PocketSpec shall accept from Members, certificates representing 100%

of the Memberships of Sierra Norte, which Memberships shall represent

one hundred percent (100%) of the issued and outstanding equity

securities of Sierra Norte (the "Sierra Norte Memberships").

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Sierra Norte shall also pay the sum of Seventy Thousand Dollars

($70,000), of which Fifty Thousand Dollars ($50,000) shall be paid to

ColorSpec and Twenty Thousand Dollars ($20,000) shall be paid to David

Wagner & Associates, P.C.In exchange for the Sierra Norte Memberships,

PocketSpec shall issue and deliver to Members, pro rata, an aggregate

of One Hundred Million shares (100,000,000) of PocketSpec Common

Stock, $.001 par value, (the "PocketSpec Common Stock" or the

"Exchange Stock"). Hereafter the exchange of the Sierra Norte

Memberships for the Exchange Stock shall be referred to as the

"Exchange" or the "Acquisition").

2.2 INCOME TAX CONSIDERATIONS. It is the intention of the parties hereto

that the exchange of stock contemplated by this Agreement will qualify

for treatment as a tax-free reorganization under ss.368(a)(1)(B) of

the Internal Revenue Code of 1986, as amended, and the parties hereby

agree to undertake all reasonable actions necessary both before and

after the consummation of the Exchange to effect such treatment.

2.3 COMPLIANCE WITH SECURITIES LAWS. The Exchange provided for in Section

2.1 above shall be undertaken in reliance upon an exemption from the

registration requirements contained in Section 5 of the Securities Act

contained in Section 4(2). PocketSpec shall take such actions as may

be necessary or advisable in order consummate the Exchange in

conformity with applicable Legal Requirements, including, without

limitation, federal and state securities laws; and Sierra Norte,

together with its managers, agrees to take such actions as may be

necessary or advisable upon the reasonable request of PocketSpec to

consummate the Exchange in conformity with such Legal Requirements.

SECTION 3: APPROVALS

3.1 PocketSpec BOARD OF DIRECTORS APPROVAL. Subject to the provisions

hereof, the Board of Directors of PocketSpec shall, by written

unanimous consent, approve the Exchange and the transactions provided

for or contemplated by this Agreement; provided, however, that such

approval shall be subject to their satisfaction that the issuance of

the Exchange Stock to the Members 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 SIERRA NORTE MEMBERS' APPROVAL. Subject to the provisions hereof, the

Members of Sierra Norte shall, by written unanimous consent, approve

the Exchange and the transactions provided for or contemplated by this

Agreement; provided, however, that such approval shall be subject to

their satisfaction that the issuance of the Exchange Stock to the

Members 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.

SECTION 4: ADDITIONAL AGREEMENTS

4.1 SIERRA NORTE AUDITS. As promptly as practicable following the

execution of this Agreement, Sierra Norte shall engage the services of

an independent auditing firm (the "Auditor"), to prepare audited

financial statements of Sierra Norte as well as audited financial

statements of any subsidiaries of Sierra Norte (hereafter collectively

the "Audited Financial Statements"). The Audited Financial Statements

shall conform in all respects to the requirements of Regulation SB,

Item 310 under the Securities Act and shall include, at a minimum,

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audited balance sheets for a minimum of one year, or from inception if

less than one year, audited statements of operation and statements of

cash flow for a minimum of two fiscal years, or from inception if less

than two years, and audited statements of members' equity. All costs

and expenses incurred in connection with the preparation of the

Audited Financial Statements, including fees and disbursements of the

Auditor, shall be borne exclusively by Sierra Norte.

4.2 SPIN-OFF. Immediately after the Exchange, PocketSpec shall complete

the sale pursuant to the Agreement attached in Exhibit 4.2 herein of

all of the outstanding common stock it owns in ColorSpec Technologies,

Inc., a Colorado corporation and a wholly-owned subsidiary of

PocketSpec, through which PocketSpec's business is operated, which

agreement shall contain the assumption by purchasers and by ColorSpec,

jointly and severally, of all liabilities of PocketSpec and ColorSpec,

and an indemnity, in a form satisfactory to PocketSpec and its

counsel, indemnifying PocketSpec following the Closing for any and all

claims, causes of action, liabilities and taxes, known or unknown,

owed by or asserted against either or both PocketSpec and ColorSpec,

for any operations prior to the Closing. All legal, audit and

registration costs incurred in connection with the spin-off of

ColorSpec shall be borne by ColorSpec.

4.3 NOTIFICATION OF CERTAIN MATTERS. Sierra Norte shall give prompt notice

to PocketSpec and PocketSpec shall give prompt notice to Sierra Norte

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 and (ii) any failure

of PocketSpec or Sierra Norte, 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 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. Sierra Norte and PocketSpec shall consult with

each other before issuing any press release or other public statement

with respect to the acquisition 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; 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.

4.6 COOPERATION IN SECURITIES FILINGS. Sierra Norte shall provide such

information regarding Sierra Norte, its business, its officers,

directors and affiliates, as is reasonably required by PocketSpec for

purposes of preparing any notices, reports and other filings with the

Commission.

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

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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: CLOSING

5.1 GENERAL PROCEDURE. Subject to the terms and conditions hereinafter set

forth, at the Closing each party shall deliver such documents,

instruments and materials as may be reasonably required in order to

effectuate the intent and provisions of this Agreement, and all such

documents, instruments and materials shall be satisfactory in form and

substance to counsel for each party.

5.2 TIME AND PLACE. Upon the terms and subject to the conditions set forth

in this Agreement, the Exchange transactions contemplated by Section

2.1 shall be consummated and closed (the "Closing") at a time and

place to be determined by mutual agreement on the earlier of (i) May

20,, 2005 and (ii) five business days after the date on which the

conditions set forth in Sections 5.4 and 5.5 shall have been satisfied

or waived or such other time, date and place as the parties shall

agree upon (the date of the Closing being herein referred to as the

"Closing Date").

5.3 EFFECTIVE DATE OF CLOSING. Notwithstanding the actual time and place

of Closing, the parties stipulate and agree that the effective date of

Closing and the effective date of Exchange shall be May 20, 2005.

5.4 COVENANTS REGARDING CLOSING. Sierra Norte and PocketSpec each hereby

covenant and agree that they shall (i) use reasonable efforts to cause

each of their respective Exhibits to be prepared and exchanged with

the other party, and its legal counsel, within ten (10) business days

following the execution of this Agreement, except to the extent the

express terms of this Agreement provide for a different time period

for such delivery to be accomplished, (ii) use reasonable efforts to

cause all of their respective representations and warranties set forth

in this Agreement, and Exhibits hereto, to be true on and as of the

Closing Date, (iii) use 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, (iv) use 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 (v) use reasonable

efforts to deliver to each other at the Closing the certificates,

updated lists, notices, consents, authorizations, approvals,

agreements, transfer documents, receipts and amendments required

hereby (with such additions or exceptions to such items as are

necessary to make the statements set forth in such items true and

correct, provided that if any such additions or exceptions cause any

of the conditions to its respective obligations hereunder as set forth

herein below not to be performed, satisfied or fulfilled, such

additions and exceptions shall in no way limit the rights of the

parties hereto to terminate this Agreement or refuse to consummate the

transactions contemplated hereby).

5.5 CONDITIONS TO OBLIGATION OF POCKETSPEC. The obligation of PocketSpec

to complete the Exchange on the Closing Date on the terms set forth in

this Agreement is, at the option of PocketSpec, subject to the

satisfaction or written waiver by PocketSpec of each of the following

conditions:

(a) ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations

and warranties made by Sierra Norte in this Agreement shall be

true and correct in all material respects on and as of the

Closing Date with the same force and effect as though such

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representations and warranties had been made on the Closing Date,

except to the extent that such representations and warranties

expressly relate to an earlier date in which case they shall have

been true and correct as of such earlier date.

(b) COMPLIANCE WITH COVENANTS. All covenants which Sierra Norte is

required to perform, satisfy or comply with on or before the

Closing Date shall have been fully complied with or performed in

all material respects.

Members of Sierra Norte to authorize the execution, delivery and

performance of this Agreement and the consummation of the

transactions contemplated hereby shall have been duly and validly

taken.

(d) CONSENTS AND APPROVALS. To the extent that any material lease,

mortgage, deed of trust, contract or agreement to which Sierra

Norte is a party shall require the consent of any person to the

Exchange or any other transaction provided for herein, such

consent shall have been obtained and PocketSpec shall have

received reasonably satisfactory evidence thereof; provided,

however, that Sierra Norte shall not make, as a condition for the

obtaining of any such consent, any agreements or undertakings not

approved in writing by PocketSpec to the extent that such

condition otherwise has an effect on PocketSpec. PocketSpec shall

have been furnished with evidence satisfactory to it of the

timely consent or approval of, filing with or notice to, each

Governmental Authority or Person which in the good faith judgment

of PocketSpec is necessary or required with respect to the

execution and delivery by Sierra Norte and the consummation by

Sierra Norte of the transactions contemplated hereby.

(e) REVIEW AND DUE DILIGENCE. PocketSpec, 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 Sierra Norte, together with a satisfactory

review of Sierra Norte's corporate status and Sierra Norte's

property, all of which shall be satisfactory in form and

substance to PocketSpec in its sole discretion.

(f) NO LITIGATION, ETC. No action, investigation, litigation or

arbitration or proceeding by or before any Governmental

Authority, or before any arbitral, mediation panel or tribunal of

any kind shall have been instituted or threatened (i) to restrain

or prohibit the transactions contemplated by this Agreement, or

(ii) to claim that the consummation of any such transaction is

illegal or (iii) which, if determined adversely, would effect

adversely PocketSpec or Sierra Norte following consummation of

the transactions contemplated hereby and Sierra Norte shall have

delivered to PocketSpec a certificate dated as of the Closing

Date and executed by Sierra Norte, stating that to its Best

Knowledge, no such items exist. No governmental authority or

arbitral, mediation panel or tribunal of any kind shall have

taken any other action as a result of which the management of

PocketSpec, 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 Sierra Norte shall have occurred,

and no loss or damage to any of the assets, whether or not

covered by insurance, with respect to Sierra Norte hereto has

occurred, and Sierra Norte shall have delivered to PocketSpec a

certificate dated as of the Closing Date to such effect.

(h) UPDATE OF CONTRACTS. Sierra Norte shall have delivered to

PocketSpec an accurate list, as of the Closing Date, showing (i)

all agreements, contracts and commitments entered into since the

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date of this Agreement; and (ii) all other agreements, contracts

and commitments related to the businesses or the assets of Sierra

Norte entered into since the date of this Agreement, together

with true, complete and accurate copies of all such documents

(the "Sierra Norte New Contracts"). PocketSpec shall have had the

opportunity to review and approve the Sierra Norte New Contracts

of the other, and any of the Companies 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 Sierra Norte New Contracts.

(i) NO ADVERSE INFORMATION. The investigations with respect to Sierra

Norte, the assets and the respective businesses performed by

PocketSpec's respective professional advisors and other

representatives shall not have revealed any information

concerning Sierra Norte, its assets, liabilities or its business

that has not been made known to PocketSpec, in writing prior to

the date of this Agreement and that, in the opinion of such party

and its advisors, materially and adversely affects the business

or assets of the other party or the viability of the transaction

contemplated by this Agreement.

(j) ORDINARY COURSE OF BUSINESS. During the period from the date of

this Agreement until the Closing Date, Sierra Norte shall have

carried on its business in the ordinary and usual course, and

shall have delivered to PocketSpec a certificate to that effect.

(k) OTHER DOCUMENTS. Sierra Norte shall have delivered or caused to

be delivered all other documents, agreements, resolutions,

certificates or declarations as PocketSpec or its attorneys may

have reasonably requested.

(l) COMPLIANCE WITH SECURITIES LAWS. PocketSpec shall have undertaken

all actions necessary or advisable to consummate the Exchange in

conformity with all Governmental Requirements including, without

limitation, applicable federal and state securities laws.

(m) SHAREHOLDER SUBSCRIPTION AGREEMENTS AND ASSIGNMENTS. At Closing,

not less than one hundred percent (100%) of the combined voting

power of the issued and outstanding Memberships of Sierra Norte

Memberships shall have been delivered for exchange pursuant to

Section 2 of this Agreement. Surrendering Sierra Norte Members

shall have executed and delivered to PocketSpec Assignments and

Subscription Agreements substantially in the form of Exhibit

5.5(m) hereto assigning to PocketSpec their Sierra Norte

Memberships.

(n) FINANCIAL ADVISORY FEES. At or prior to Closing, all obligations

or commitments of PocketSpec and Sierra Norte to their respective

financial advisors and investment bankers shall have been paid or

otherwise satisfied upon terms satisfactory to the parties, and

PocketSpec and Sierra Norte 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.

(o) SIERRA NORTE AUDITED FINANCIAL STATEMENTS. The Sierra Norte

Audited Financial Statements shall have been completed and shall

be in a form and substance satisfactory to PocketSpec and in

conformity with the requirements of Regulation SB under the

Securities Act.

5.6 CONDITIONS TO OBLIGATION OF SIERRA NORTE AND MEMBERS. The obligations

of Sierra Norte and Members on the Closing Date under the terms set

forth in this Agreement are, at the option of Sierra Norte and

Members, subject to the satisfaction or written waiver by Sierra Norte

and Members of each of the following conditions:

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(a) ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations

and warranties made by PocketSpec in this Agreement shall be true

and 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,

except to the extent that such representations and warranties

expressly relate to an earlier date in which case they shall have

been true and correct as of such earlier date.

(b) COMPLIANCE WITH COVENANTS. All covenants which PocketSpec are

required to perform, satisfy or comply with on or before the

Closing Date shall have been fully complied with or performed in

all material respects.

of Directors of PocketSpec and its shareholders to authorize the

execution, delivery and performance of this Agreement and the

consummation of the transactions contemplated hereby shall have

been duly and validly taken.

(d) CONSENTS AND APPROVALS. To the extent that any material lease,

mortgage, deed of trust, contract or agreement to which

PocketSpec is a party shall require the consent of any person to

the exchange of PocketSpec's Memberships of Common Stock or any

other transaction provided for herein, such consent shall have

been obtained and Sierra Norte shall have received reasonably

satisfactory evidence thereof; provided, however, that PocketSpec

shall not make, as a condition for the obtaining of any such

consent, any agreements or undertakings not approved in writing

by Sierra Norte to the extent that such condition otherwise has

an effect on Sierra Norte or PocketSpec. Sierra Norte shall have

been furnished with evidence satisfactory to it of the timely

consent or approval of, filing with or notice to, each

Governmental Authority or Person which in the good faith judgment

of Sierra Norte is necessary or required with respect to the

execution and delivery by PocketSpec and the consummation by

PocketSpec of the transactions contemplated hereby.

(e) REVIEW AND DUE DILIGENCE. Sierra Norte, 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 PocketSpec, its assets and liabilities, together

with a satisfactory review of PocketSpec's corporate status and

the marketability of title to PocketSpec's property, all of which

shall be satisfactory in form and substance to Sierra Norte in

its sole discretion.

(f) NO LITIGATION, ETC. No action, investigation, litigation or

arbitration or proceeding by or before any Governmental

Authority, or before any arbitral, mediation panel or tribunal of

any kind shall have been instituted or threatened (i) to restrain

or prohibit the transactions contemplated by this Agreement or

(ii) to claim that the consummation of any such transaction is

illegal or (iii) which, if determined adversely, would effect

adversely PocketSpec or Sierra Norte following consummation of

the transactions contemplated hereby and the Companies 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 or

arbitral or mediation panel or tribunal of any kind shall have

taken any other action as a result of which the management of

Sierra Norte, in its sole discretion, reasonably deems it

inadvisable to proceed with the transactions contemplated by this

Agreement.

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<PAGE>

(g) NO MATERIAL ADVERSE CHANGE. No material adverse change in the

business, property, assets or liabilities of any Company shall

have occurred, and no loss or damage to any of the assets,

whether or not covered by insurance, with respect to PocketSpec

hereto has occurred, and PocketSpec shall have delivered to

Sierra Norte a certificate dated as of the Closing Date to such

effect.

(h) NO ADVERSE INFORMATION. The investigations with respect to

PocketSpec, the assets, liabilities and their respective

businesses performed by Sierra Norte's respective professional

advisors and other representatives shall not have revealed any

information concerning PocketSpec, its assets, liabilities or

business that has not been made known to Sierra Norte, in writing

prior to the date of this Agreement and that, in the opinion of

Sierra Norte and its advisors, materially and adversely affects

the business, liabilities or assets of PocketSpec or the

viability of the transactions contemplated by this Agreement.

(i) ORDINARY COURSE OF BUSINESS. During the period from the date of

this Agreement until the Closing Date, PocketSpec shall have

undertaken no material business operations and shall have

delivered to Sierra Norte a certificate to that effect.

(j) OTHER DOCUMENTS. PocketSpec shall have delivered or caused to be

delivered all other documents, agreements, resolutions,

certificates or declarations as Sierra Norte or its attorneys may

have reasonably requested.

(k) COMPLIANCE WITH SECURITIES LAWS. PocketSpec shall otherwise have

undertaken all actions necessary or advisable to consummate the

Exchange in conformity with all Governmental Requirements,

including, without limitation, applicable federal and state

securities laws.

(l) NO INJUNCTIONS OR RESTRAINTS. No temporary restraining order,

preliminary or permanent injunction or other order issued by any

court of competent jurisdiction or other legal restraint or

prohibition preventing the consummation of the Exchange shall be

in effect.

5.7 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 SIERRA NORTE:

(i) A certificate dated the Closing Date of Sierra Norte, signed

by the Manager of Sierra Norte stating that the

representations and warranties of Sierra Norte set forth in

this Agreement are true and correct in all material

respects. Said certificate shall further verify and affirm

that all consents or waivers, if any, which may be necessary

to execute and deliver this Agreement have been obtained and

are in full force and effect.

(ii) A certificate dated the Closing Date of Sierra Norte, signed

by the Manager of Sierra Norte, in form and substance

satisfactory to PocketSpec and its legal counsel, certifying

that all conditions precedent set forth in this Agreement to

the obligations of Sierra Norte to close, have been

fulfilled or waived in writing, and that no event of default

hereunder and no event which, with the giving of notice or

passage of time, or both, would be an event of default, has

occurred as of such date.

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<PAGE>

(b) TO BE DELIVERED BY MEMBERS:

(i) Certificate or certificates representing one hundred percent

(100%) of the issued and outstanding common Memberships of

Sierra Norte, which certificates shall be endorsed in favor

of PocketSpec.

(ii) Assignments, if any, with unconditional warranties of title,

duly executed by Members, assigning to PocketSpec any and

all equity rights, including, but not limited to, options,

warrants, puts and so forth, which Members may own in Sierra

Norte at the time of Closing.

(iii) Certificate of Members in which they state that they own

the Memberships and other rights of Sierra Norte free and

clear of all liens, encumbrances, security interests and

limitations on transfer whatsoever.

(iv) Certificate of Members confirming the accuracy, as of the

Closing Date, of the representations and warranties of

Members set forth in this Agreement.

(v) Subscription Agreements.

(i) Certificate or certificates representing the Exchange Stock;

and

(ii) A certificate dated the Closing Date of PocketSpec, signed

by the President of PocketSpec stating that the

representations and warranties of PocketSpec set forth in

this Agreement are true and correct in all material

respects. Said certificate shall further verify and affirm

that all consents or waivers, if any, which may be necessary

to execute and deliver this Agreement have been obtained and

are in full force and effect.

(iii) A certificate dated the Closing Date of PocketSpec, signed

by the Chief Executive Officer and the Chief Financial

Officer of PocketSpec, in form and substance satisfactory to

Sierra Norte and its legal counsel, certifying that all

conditions precedent set forth in this Agreement to the

obligations of PocketSpec to close, have been fulfilled or

waived in writing, and that no event of default hereunder

and no event which, with the giving of notice or passage of

time, or both, would be an event of default, has occurred as

of such date.

(iv) Certificates dated the Closing Date of PocketSpec, signed by

the Secretary of PocketSpec, (i) certifying attached copies

of resolutions duly adopted by the Board of Directors of

PocketSpec, authorizing the execution of this Agreement and

the other transactions to be consummated pursuant thereto;

(ii) certifying the names and incumbency of the officers of

PocketSpec who executed the Agreement and any certificates

delivered pursuant to this Section for and on behalf of

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<PAGE>

PocketSpec; (iii) certifying the authenticity of copies of

the Articles of Incorporation and Bylaws of PocketSpec and

its Subsidiaries; and (iv) certifying the authenticity of a

reasonably current Certificate of Good Standing, from all

jurisdictions in which PocketSpec and its Subsidiaries are

qualified to conduct business.

5.8 ELECTION OF DIRECTORS AND EXECUTIVE OFFICERS OF PocketSpec .

(a) At Closing, the Board of Directors of PocketSpec shall resign and

be reconstituted to consist of directors designated by Sierra

Norte, subject only to the filing of appropriate SEC notices.

(b) At Closing, or as soon thereafter as practicable, the executive

officers of PocketSpec shall resign and the newly-constituted

Board of Directors of PocketSpec shall elect persons determined

by the newly constituted Board to serve as executive officers of

PocketSpec until the next regular annual meeting of the Company's

directors.

SECTION 6: REPRESENTATIONS AND WARRANTIES BY SIERRA NORTE AND MEMBERS

As a material inducement to PocketSpec to enter into this Agreement and with the

understanding and expectations that PocketSpec will be relying thereon in

consummating the Exchange contemplated hereunder, Sierra Norte and Members

(hereinafter collectively referred to as the "Corporation" or "Sierra Norte" for

the purposes of this Section 5 only) jointly and severally represent and warrant

as follows:

6.1 ORGANIZATION AND STANDING. Sierra Norte is a limited liability company

duly organized, validly existing and in good standing under the laws

of the State of New Mexico 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.

6.2 SUBSIDIARIES, ETC. Except as set forth on Exhibit 6.2, Sierra Norte

does not have any direct or indirect Ownership Interest in any

corporation, partnership, joint venture, association or other business

enterprise.

6.3 QUALIFICATION. Except as set forth on Exhibit 6.3 and for any

jurisdiction where the failure to be qualified to engage in business

as a foreign corporation would not have a material adverse affect on

Sierra Norte, Sierra Norte 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 Sierra

Norte or the nature of the activities presently conducted by Sierra

Norte makes necessary the qualification, licensing or domestication of

Sierra Norte as a foreign corporation.

6.4 CORPORATE AUTHORITY. Except as set forth on Exhibit 6.4 hereto,

neither the execution and delivery of this Agreement nor the

consummation of the transactions contemplated hereby nor compliance by

Sierra Norte with any on the provisions hereof will:

(a) Conflict with or result in a breach of any provision of its

Articles of Organization or Operating Agreement;

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<PAGE>

(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 Sierra Norte

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 Sierra Norte prior to

the Closing Date or the obtaining of which shall have been waived

by PocketSpec; or

Best Knowledge, any statute, rule or regulation applicable to

Sierra Norte 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 Sierra Norte of this Agreement

or the consummation by Sierra Norte of the transactions

contemplated hereby.

6.5 FINANCIAL STATEMENTS. Except as otherwise provided, the following

statements will be attached to this Agreement as Exhibit 6.5:

(a) Audited financial statements of Sierra Norte containing balance

sheets, together with statements of operation, statements of cash

flows, and statements of stockholders' equity as of and for the

periods ended December 31, 2004 and unaudited financial

statements as of March 31, 2005.

Such financial statements, together with and subject to the

disclosures and notes thereto: (i) are in accordance with the

books and records of Sierra Norte; (i) present fairly and

accurately the financial condition of Sierra Norte as of the

dates of the balance sheets; (iii) present fairly and accurately

the results of operations for the periods covered by such

statements; (iv) have been prepared in accordance with generally

accepted accounting principles applied on a consistent basis; and

(v) include all adjustments (consisting of only normal recurring

accruals) which are necessary for a fair presentation of the

financial condition of Sierra Norte, and of the results of

operations of Sierra Norte for the periods covered by such

statements.

As of the date hereof and as of the Closing Date, Sierra Norte

does not have any liabilities or payables (absolute or

contingent, known or unknown), except for liabilities or payables

set forth in the Financial Statements or otherwise disclosed in

writing to PocketSpec.

6.6 FINANCIAL INFORMATION. In connection with the investigations performed

by and audit to be undertaken by PocketSpec of Sierra Norte, Sierra

Norte furnished certain financial information and data including,

without limitation, tax and accounting records, financial records,

statements, worksheets and other information requested by PocketSpec

and its auditors necessary to undertake the complete the audited

financial examinations. Sierra Norte and Members jointly and severally

represent and warrant 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.

6.7 CAPITALIZATION OF SIERRA NORTE. The authorized capitalization of

Sierra Norte consists of two hundred fifty (250) Memberships issued

and outstanding. The names of the record owners of the issued and

outstanding Memberships are set forth on Exhibit 6.7 hereto. All

issued and outstanding Memberships of Sierra Norte Memberships have

been duly authorized and validly issued and are fully paid and

non-assessable. There are no other outstanding rights, options,

warrants, subscriptions, calls, convertible securities or agreement of

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<PAGE>

any character or nature under which Sierra Norte is or may become

obligated to issue any Memberships of its capital stock of any kind,

other than those Memberships indicated in this Section as presently

outstanding and Memberships issuable in accordance with the terms of

this Agreement.

6.8 TAXES. Except as set forth in Exhibit 6.8:

(a) Sierra Norte 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) Sierra Norte 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. Sierra

Norte 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 Sierra Norte.

6.9 NO ACTIONS, PROCEEDINGS, ETC. Except as listed on the attached Exhibit

6.9, there is no action or proceeding (whether or not purportedly on

behalf of Sierra Norte) pending or to its knowledge threatened by or

against Sierra Norte which might result in any material adverse change

in the condition, financial or otherwise, of Sierra Norte's business

or assets. No order, writ or injunction or decree has been issued by,

or requested of any court or Governmental Agency which does nor may

result in any material adverse change in Sierra Norte's assets or

properties or in the financial condition or the business of Sierra

Norte. Except for liabilities referred to in attached Exhibit 6.9,

Sierra Norte 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.

6.10 POST BALANCE SHEET CHANGES. Except as set forth on the attached

Exhibit 6.10 and as contemplated by this Agreement, since March 31,

2005, Sierra Norte has not (a) issued, bought, redeemed or entered

into any agreements, commitments or obligations to sell, buy or redeem

any Memberships of its capital stock; (b) incurred any obligation or

liability (absolute or contingent), other than current liabilities

incurred, and obligations under contracts entered into, in the

ordinary course of business; (c) discharged or satisfied any lien or

encumbrance or paid any obligation or liability (absolute or

contingent), other than current liabilities incurred in the ordinary

course of business; (d) mortgaged, pledged or subjected to lien

charges, or other encumbrance any of its assets, other than the lien

of current or real property taxes not yet due and payable; (e) waived

any rights of substantial value, whether or not in the ordinary course

of business; (f) suffered any damage, destruction or loss, whether or

not covered by insurance, materially and adversely affecting its

assets or its business; (g) made or suffered any amendment or

termination of any material contract or any agreement which adversely

affects its business; (h) received notice or had knowledge of any

labor trouble other than routine grievance matters, none of which is

material; (i) increased the salaries or other compensation of any of

its directors, officers or employees or made any increase in other

benefits to which employees may be entitled, other than employee

salary increases made in the ordinary course of business and reflected

on an exhibit hereto; (j) sold, transferred or otherwise disposed of

any of its assets, other than in the ordinary course of business; (k)

declared or made any distribution or payments to any of its Members,

officers or employees, other than wages and salaries made to employees

in the ordinary course of business; (l) revalued any of its assets; or

(m) entered into any transactions not in the ordinary course of

business.

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6.11 NO BREACHES. Sierra Norte is not in violation of, and the consummation

of the transactions contemplated hereby do not and will not result in

any material breach of, any of the terms or conditions of any

mortgage, bond, indenture, agreement, contract, license or other

instrument or obligation to which Sierra Norte is a party or by which

its assets are bound; nor will the consummation of the transactions

contemplated hereby cause Sierra Norte to violate any statute,

regulation, judgment, writ, injunction or decree of any court,

threatened or entered in a proceeding or action in which Sierra Norte

is, was or may be bound or to which any of Sierra Norte's assets are

subject.

6.12 CONDITION OF SIERRA NORTE'S ASSETS. Except as set forth on Exhibit

6.12, Sierra Norte's assets are currently in good and usable condition

and there are no defects or other conditions which, in the aggregate,

materially and adversely affect the operation or values of such assets

taken as a whole. Except as disclosed on Exhibit 6.12, no person other

than Sierra Norte (including any officer or employee of Sierra Norte)

has any proprietary interest in any know-how or other intangible

assets used by Sierra Norte in the conduct of its business. The

Company does not currently market any products for sale. 6.13

INVENTORY. Except as otherwise set forth on Exhibit 6.

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