AGREEMENT AND PLAN OF REORGANIZATION

WHEREAS , OBI wishes to transfer its business and substantially all of its assets to BCI solely in exchange for voting shares of BCI in a transaction intended to qualify as a “reorganization” within the meaning of Section 368(a)(l)(C) of the Internal Revenue Code of 1954, as amended (the “Code”), it being contemplated by BCI and OBI that OBI will thereafter, as an integral part of the transaction, distribute the shares of BCI received in the transaction to OBI’s shareholders in complete liquidation of OBI and dissolve; and BCI wishes to acquire the business and substantially all of the assets of OBI on the terms and conditions set out herein; and

WHEREAS , BCI desires to complete the transaction in order to facilitate OBI’s distribution of shares of common stock of BCI, par value $.01 per share (“BCI Common Stock”) to OBI’s shareholders so that the outstanding shares of BCI Common Stock will be held by a significantly larger number of record shareholders, which will increase the “public float” of BCI Common Stock.

NOW, THEREFORE , BCI and OBI, agree as follows:

1.   Exchange of Assets.

1.01   Exchange of Assets. On the terms and subject to the conditions set forth herein, at the Closing (as defined in Section 4.01), effective as of the Closing Date (as defined in Section 4.01), BCI shall acquire from OBI, and OBI shall assign, transfer, convey and deliver to BCI, all of OBI’s right, title and interest in and to all of the assets and properties of OBI including, without limitation, 13,104,644 shares of the Common Stock of BCI registered in the name of OBI (the “OBI Transferred Shares”) as the same shall exist on the Closing Date, except for the Excluded Assets as described in Section 1.02, all of such assets and properties being hereinafter collectively referred to as the “Transferred Assets,” which Transferred Assets constitute (and on the Closing Date will constitute) substantially all of the assets of OBI.

1.02.   Excluded Assets . Notwithstanding anything to the contrary which may be contained herein, the Transferred Assets shall not include:

(a)   cash in an amount equal to $400,000 less the amount of cash expended by OBI from and after the date hereof to and including the Closing Date for the expenses and costs incurred by OBI in connection with this Agreement and the transactions contemplated herein, including its liquidation and dissolution.

(b)   OBI’s minutes of meetings of its board of directors and shareholders, tax records, shareholder records and share ledgers; and

(c)   OBI’s rights under or pursuant to this Agreement.

1.03   Instruments of Transfer . On the Closing Date, OBI shall deliver, or cause to be delivered, to BCI (a) duly executed instruments of transfer and assignment, including, without limitation, bills of sale and assignments and the certificate(s) representing the OBI Transferred Shares endorsed in blank, in form and substance reasonably satisfactory to BCI and its counsel, sufficient to vest in BCI valid title to all of OBI's right, title and interest in and to the Transferred Assets, free and clear of all mortgages, claims, liens, charges or encumbrances of any kind or nature whatsoever, and (b) a check in the amount of all cash and cash equivalents included in the Transferred Assets.

1.04   Assumption of Liabilities . BCI does not and shall not assume any liabilities or obligations of OBI.

1.05.   Tax-Free Reorganization . The transactions contemplated by this Agreement are intended to qualify as a “reorganization” within the meaning of Section 368(a)(1)(C) of the Code, all of the Issued Shares (as defined below) are intended to constitute consideration issued in connection with the reorganization, and this Agreement is intended to constitute a “plan of reorganization” within the meaning of the regulations promulgated under Section 368 of the Code. The parties hereto agree to prepare and file tax returns that are consistent with the intention of having the transactions contemplated by this Agreement constitute a reorganization within the meaning of Section 368 of the Code.

2.   Exchange Consideration .

2.01   Exchange Consideration . In exchange for, and in consideration of, the assignment, conveyance and transfer of the Transferred Assets as provided herein, BCI shall convey and deliver to OBI at the Closing a certificate or certificates for 13,104,644 shares (as may be hereafter be adjusted as provided in Section 2.02 hereof) of the common stock, par value $.01 per share, of BCI (the “Issued Shares”).

2.02   Adjustment of Number of Issued Shares . If after the date of this Agreement and prior to the Closing Date, BCI shall (a) declare any dividend payable in shares of BCI Common Stock to its common stockholders of record prior to the Closing Date; or (b) split, combine, reclassify or make a similar change in the outstanding shares of BCI Common Stock, an equitable adjustment shall be made in the number of Issued Shares deliverable to OBI hereunder on the Closing Date under Section 2.01.

3.   Closing.

3.01   Closing. The closing of the transactions to be effected hereunder (the “Closing”) shall be held at the offices of Morse, Zelnick, Rose & Lander, LLP, 405 Park Avenue, New York, NY 10022 at 10:00 A.M. on the third business day after all of the conditions to Closing as set forth in Articles 7 and 8, shall have been satisfied, or at such other place or at such other time as BCI and OBI may mutually agree (the “Closing Date”).

4.   Representations and Warranties of OBI. OBI represents and warrants to and agrees with BCI as follows:

4.01   Organization and Good Standing . OBI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. OBI has full corporate power and authority to conduct its business as now conducted and to own or lease and operate the assets and properties now owned or leased and operated by it. OBI is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its properties requires such qualification.

4.02   Capitalization of OBI. All of the outstanding shares of capital stock of OBI are owned beneficially and of record as set forth on Schedule 4.02 hereof.

4.03   Authority and Compliance . OBI has full corporate power and authority to execute and deliver this Agreement. The consummation and performance by OBI of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate actions (except for the approval of the shareholders of OBI). This Agreement has been duly and validly executed and delivered on behalf of OBI and constitutes a valid obligation of OBI, enforceable in accordance with its terms, except to the extent that such enforceability may be limited by applicable insolvency, bankruptcy, reorganization or similar laws affecting the enforcement of creditors' rights generally and by general equity principles. No consent, authorization or approval of, exemption by, or filing with, any domestic governmental or administrative authority, or any court, is required by OBI or any of its shareholders to be obtained or made in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.

4.04   No Conflict . The performance of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach or violation of any of the terms or provisions of, or constitute a default under the articles of incorporation or by-laws of the OBI.

4.05   Title . OBI has good and valid title to the Transferred Assets free and clear of all liens, security interest and other encumbrances of any kind or nature whatsoever.

5.   Representations and Warranties of BCI . BCI hereby represents and warrants to OBI as follows:

5.01   Organization and Good Standing . BCI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to conduct its business as now conducted and to own or lease and operate the assets and properties now owned or leased and operated by it.

5.02   Authority and Compliance . BCI has full corporate power and authority to execute and deliver this Agreement. The consummation and performance by BCI of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate and other proceedings. This Agreement has been duly and validly executed and delivered on behalf of BCI and constitutes a valid obligation of BCI, enforceable in accordance with its terms, except to the extent that such enforceability may be limited by applicable insolvency, bankruptcy, reorganization or similar laws affecting the enforcement of creditors' rights generally and by general equity principles. Except for filings and approvals under applicable federal and states securities laws, no consent, authorization or approval of, exemption by, or filing with, any domestic governmental or administrative authority, or any court, is required to be obtained or made by BCI in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.

5.03   No Conflict . The performance of this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms or provisions of, or constitute a default under (i) any contract or other agreement or instrument to which BCI is a party or by which BCI or any of its properties or assets is bound; (ii) the certificate of incorporation or by-laws of BCI; or (iii) any law, order, rule, regulation, writ, injunction or decree applicable to BCI.

5.04   SEC Filings. BCI has delivered to OBI (i) its annual report on Form 10-K with respect to the fiscal year ended June 30, 2007 and (ii) its quarterly report on Form 10-Q with respect to the quarter ended March 31, 2008 (the “SEC Filings’”). The SEC Filings are true, complete and correct in all material respects. The financial statements contained in the