AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

      THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (the “Agreement”) is entered into on the 9th day of February, 2007 by WORLDBID CORPORATION , a Nevada corporation (“Worldbid”), ROYALITE ACQUISITION CORP. , a Nevada corporation (“Worldbid Sub”) and ROYALITE PETROLEUM CORP. , a Nevada corporation (“Royalite”).

PRELIMINARY STATEMENTS

A. The Boards of Directors of Worldbid and Royalite deem it desirable and in the best interests of their respective shareholders that Royalite be merged with and into Worldbid Sub, with Worldbid Sub continuing as the surviving corporation (the “Merger”) on the terms and conditions of this Agreement.

B. The Boards of Directors of Worldbid, Worldbid Sub and Royalite have approved and adopted this Agreement.

C. Worldbid Sub is a wholly-owned subsidiary of Worldbid.

D. It is the intention of Worldbid, Worldbid Sub and Royalite that this Agreement replace and supersede the Agreement and Plan of Merger entered into on August 23, 2006 by Worldbid and Royalite.

In consideration of the mutual benefits to be derived from the Merger and the respective representations, warranties, covenants and agreements contained in this Agreement, the parties agree as follows:

STATEMENT OF TERMS

SECTION 1
THE MERGER

     1.1 The Merger . At the Effective Time (as defined in Section 1.3 below), Royalite will be merged with and into Worldbid Sub in accordance with this Agreement, the Articles of Merger substantially in the form attached as Schedule 1.1A attached to this Agreement (the “Articles of Merger” ), and the applicable provisions of Chapter 92A of the Nevada Revised Statutes (the “Nevada Law” ). Following the Merger, Worldbid Sub will continue as the surviving corporation (the “Surviving Corporation” ) and the separate existence of Royalite will cease, except insofar as it may be continued by the Nevada Law.

     1.2 Closing . As soon as practicable following the satisfaction or waiver of the conditions set forth in Section 5 of this Agreement, and provided that this Agreement has not been terminated pursuant to Section 7, the parties to this Agreement will hold a closing (the “Closing” ) for the purpose of confirming the consummation of the Merger at a time and date mutually agreed upon by the parties. Unless otherwise agreed by the parties, the Closing will be held at the offices of Royalite Petroleum Corp., 2215 Lucerne Circle, Henderson, NV 89014. The date on which the Closing actually occurs is referred to as the “Closing Date.” At the Closing, the parties will execute and exchange all documents, certificates and instruments contemplated by this Agreement. The parties agree to use commercially reasonable efforts and all due diligence to cause the Closing to be consummated on or before February 28, 2007 unless such date is extended by the mutual agreement of the parties.

     1.3 Effective Time of the Merger . The Merger will be effective at the time (the “Effective Time” ) of the filing of the Articles of Merger with the Secretary of State of the State of Nevada, which certificate is to be filed as soon as practicable on or after the Closing Date.

     1.4 Effect of the Merger . The Merger will have the effects set forth in Section 92A.250 of the Nevada Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges, powers and franchises of Worldbid Sub and Royalite will vest in the Surviving Corporation without further act or deed, and all debts, liabilities and duties of Worldbid Sub and Royalite will become the debts, liabilities and duties of the Surviving Corporation.

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     1.5 Articles of Incorporation; Bylaws .

          (a) The Articles of Incorporation of Worldbid Sub as in effect immediately prior to the Effective Time will continue unchanged, except to the extent amended by the Articles of Merger, and will be the Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof and in accordance with applicable law.

          (b) At the Effective Time, the bylaws of Worldbid Sub, as in effect immediately prior to the Effective Time, will be the bylaws of the Surviving Corporation until thereafter amended in accordance with the terms thereof and in accordance with applicable law.

     1.6 Directors and Officers . The directors and officers of Worldbid after the Effective Time will be the following persons:

     1.7 Taking of Necessary Action . If after the Effective Time any further action is necessary to carry out the purposes of this Agreement or to vest Surviving Corporation with full title to all assets, rights, approvals, immunities and franchises of either Worldbid Sub or Royalite, the officers and directors of Worldbid, Worldbid Sub, Royalite and Surviving Corporation will take all such necessary action.

SECTION 2
PAYMENT OF MERGER CONSIDERATION

     2.1 Merger Consideration .

          (a) Conversion of Royalite Common Stock . Each share of Royalite common stock, par value $0.001 per share (the “Royalite Common Stock” ) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, as defined in Section 2.3) will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one (1) share of Worldbid Common Stock, par value $0.001 (as defined in Section 4.3(a)) (the “Worldbid Merger Shares” ). All certificates representing the Worldbid Merger Shares issued on effectiveness of the Merger will be endorsed with the following legends pursuant to the Securities Act of 1933 (the “Securities Act” ) in order to reflect the fact that the Worldbid Merger Shares will be issued to the shareholders of Royalite (the “Royalite Stockholders” ) pursuant to exemptions or safe harbors from the registration requirements of the Securities Act:

                 (i) For Royalite Stockholders who are US persons as defined in Rule 902 of Regulation S promulgated under the Securities Act ( “US Persons” ):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION D PROMULGATEDUNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT.”

                (ii) For Royalite Stockholders who are not US Persons:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE

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UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

          (b) Conversion of Worldbid Sub Stock . Each share of Worldbid Sub Stock (as defined in Section 4.3(b)) issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one share of Surviving Corporation common stock (the “Surviving Corporation Common Stock” ). The shares of common stock required for such purpose will be drawn from authorized but unissued shares of Suriving Corporation Common Stock.

     2.2 Stock Certificate Conversion Procedure . After the Effective Time, each holder of Royalite Common Stock will be entitled to exchange his, her, or its certificate representing the Royalite Common Stock (a “Royalite Stock Certificate” ) for a certificate representing the number of Worldbid Merger Shares into which the number of shares of Royalite Common Stock previously represented by such certificate surrendered have been converted pursuant to Section 2.1(a) of this Agreement. Each shareholder of Royalite Common Stock may exchange his, her or its Royalite Stock Certificate by delivering it to Worldbid duly endorsed in blank (or accompanied by duly executed stock powers duly endorsed in blank), in each case in proper form for transfer, with signatures guaranteed, and, if applicable, with all stock transfer and any other required documentary stamps affixed thereto and with appropriate instructions to allow the transfer agent to issue certificates for the Worldbid Merger Shares to such shareholder, together with: (i) a Certificate of Non-U.S. Shareholder (if such shareholder is not a US Person), a copy of which is attached hereto as Disclosure Schedule 2.2A , or (ii) a Certificate of U.S. Shareholder (if such shareholder is a US Person), a copy of which is attached hereto as Disclosure Schedule 2.2B . Until surrendered as contemplated by this Section 2.2, each Royalite Stock Certificate will be deemed at any time after the Effective Time to represent only the right to receive Worldbid Common Stock certificates representing the number of whole Worldbid Merger Shares into which the shares of Royalite Common Stock formerly represented by such certificate have been converted. Upon receipt of such duly endorsed Royalite Stock Certificates, Worldbid will cause the issuance of the number of Worldbid Merger Shares as converted pursuant to Section 2.1(a) of this Agreement.

     2.3 Appraisal Rights . Notwithstanding any provision of this Agreement to the contrary, shares of Royalite Common Stock ( “Dissenting Shares” ) that are issued and outstanding immediately prior to the Effective Time and held by Royalite Stockholders who did not vote in favor of the Merger and who comply with all of the relevant provisions of the Nevada Law (the “Royalite Dissenting Stockholders” ) will not be converted into or be exchangeable for the right to receive Worldbid Merger Shares, unless and until such holders will have failed to perfect or will have effectively withdrawn or lost their rights to appraisal under the Nevada Law. Royalite will give Worldbid (i) immediate oral notice followed by prompt written notice of any written demands for appraisal of any shares of Royalite Common Stock, attempted withdrawals of any such demands and any other instruments served pursuant to the Nevada Law and received by Royalite relating to shareholders' rights of appraisal, and (ii) the will keep Worldbid informed of the status of all negotiations and proceedings with respect to demands for appraisal under the Nevada Law. If any Royalite Dissenting Stockholder fails to perfect or will have effectively withdrawn or lost the right to appraisal, the shares of Royalite Common Stock held by such Dissenting Stockholder will thereupon be treated as though such shares had been converted into the right to receive Worldbid Common Stock pursuant to Section 2.1 of this Agreement.

     2.4 No Further Ownership Rights in Royalite Stock . The promise to exchange the Royalite Common Stock for Worldbid Merger Shares in accordance with the terms of this Section 2 will be deemed to have been given in full satisfaction of all rights pertaining to the Royalite Common Stock, and there will be no further registration of transfers on the stock transfer books of Royalite of the shares of Royalite Common Stock that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Royalite Common Stock outstanding immediately prior to the Effective Time will cease to have any rights with respect to such Royalite Common Stock, except as otherwise provided in this Agreement or by law.

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     2.5 Distributions with Respect to Unsurrendered Royalite Stock . No dividends or other distributions with a record date after the Effective Time will be paid to the holder of any unsurrendered Royalite Stock Certificate until the surrender of such Royalite Stock Certificate in accordance with Section 2.2 of this Agreement. Following surrender of any such Royalite Stock Certificate, Worldbid will pay to the holder of the Worldbid Common Stock certificate issued in exchange the Royalite Stock Certificate, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time previously paid with respect to such Worldbid Common Stock which such holder is entitled pursuant to Section 2.1 of this Agreement, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such Worldbid Common Stock.

     2.6 No Liability . Neither Worldbid, Worldbid Sub, nor the Surviving Corporation will be liable to any person in respect of shares of Royalite Common Stock, or dividends or distributions with respect thereto, pursuant to any applicable abandoned property, escheat or similar law. If any Royalite Stock Certificate has not have been surrendered prior to seven years after the Effective Time (or immediately prior to such earlier date on which any Royalite Stock Certificate, or any dividends or distributions payable to the holder of such Royalite Stock Certificate would otherwise escheat to or become the property of any governmental body or authority), any such Worldbid Merger Shares, dividends or distributions in respect of such Royalite Stock Certificate will, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled to such certificate

     2.7 Lost, Stolen or Destroyed Certificates . If any certificate representing Royalite Common Stock has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate or agreement to be lost, stolen or destroyed and, if required by Worldbid, the posting by such person of a bond in such reasonable amount as Worldbid may direct as indemnity against any claim that may be made against it with respect to such certificate, Worldbid will cause to be issued in exchange for such lost, stolen or destroyed certificate, the applicable Worldbid Merger Shares deliverable in respect thereof, pursuant to Section 2.1 of this Agreement.

     2.8 No Fractional Shares . No fractional Worldbid Merger Shares will be issued as a result of the Merger. In lieu of any such fractional shares, each holder of Royalite Common Stock who would otherwise have been entitled to receive a fraction of a Merger Share will be rounded up to the next nearest whole number of Worldbid Merger Shares.

SECTION 3
REPRESENTATIONS OF ROYALITE

     Royalite represents, warrants and covenants to and with Worldbid and Worldbid Sub as follows, and acknowledges that Worldbid and Worldbid Sub are relying upon such representations, warranties and covenants in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Worldbid or Worldbid Sub:

     3.1 Organization and Good Standing . Royalite is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction and has all requisite corporate power and authority to own, lease and to carry on its business as now being conducted. Royalite is duly qualified to do business and is in good standing as a foreign corporation in each of the jurisdictions in which it owns property, leases property, does business, or is otherwise required to do so, where the failure to be so qualified would have a material adverse effect on the business of Royalite taken as a whole.

     3.2 Authority . Royalite has all requisite corporate power and authority to execute and deliver this Agreement, the Articles of Merger, and any other document contemplated by this Agreement or the Merger (collectively, the “Merger Documents” ) to be signed by Royalite and to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of each of the Merger Documents by Royalite and the consummation by Royalite of the transactions contemplated thereby have been duly authorized by its Board of Directors and, by the Closing Date will have been adopted and approved by the Royalite Stockholders and, subject to such stockholder approval, no other corporate or 4 of 22

shareholder proceedings on the part of Royalite are necessary to authorize such documents or to consummate the transactions contemplated thereby. This Agreement is, and the other Merger Documents when executed and delivered as contemplated herein, will be, valid and binding obligations of Royalite enforceable in accordance with their respective terms, except (1) as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting the enforcement of creditors’ rights generally, (2) as may be limited by any applicable laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (3) as may be limited by public policy.

     3.3 Capitalization of Royalite . The entire authorized capital stock and other equity securities of Royalite (the “Royalite Stock” ) consists of Two Hundred Million (200,000,000) shares, comprised of One Hundred Million (100,000,000) shares of Common Stock, with a par value of $0.001 per share, and One Hundred Million (100,000,000) shares of Preferred Stock, with a par value of $0.001 per share. There are 24,960,667 shares of Royalite Common Stock issued and outstanding and no shares of Preferred Stock issued and outstanding. All of the issued and outstanding shares of Royalite Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. There are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Royalite to issue any additional shares of Royalite Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Royalite any shares of Royalite Stock. There are no agreements purporting to restrict the transfer of the Royalite Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Royalite Stock.

     3.4 Title to Royalite Stock . Disclosure Schedule 3.4 contains a true and complete description of the capitalization of Royalite including the dates of issuance and prices of issuance of all outstanding shares of Royalite’s common stock.

     3.5 Subsidiaries . Royalite does not have any subsidiaries or agreements of any nature to acquire any subsidiary or to acquire or lease any other business operations and will not prior to the Closing Date acquire, or agree to acquire, any subsidiary or business without the prior written consent of Worldbid and Worldbid Sub.

     3.6 Noncontravention . Neither the execution, delivery or performance of the Merger Documents, nor the consummation of the Merger, will:

          (a) Conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Royalite under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Royalite or any of its respective property or assets;

          (b) Violate any provision of the Articles of Incorporation or bylaws of Royalite; or

          (c) Violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Royalite or any of its respective property or assets.

     3.7 Actions and Proceedings . There is no claim, charge, arbitration, grievance, action, suit, investigation or proceeding by or before any court, arbiter, administrative agency or other governmental authority now pending or, to the best knowledge of Royalite, threatened against Royalite or which involves any of the business, or the properties or assets of Royalite that, if adversely resolved or determined, would have a material adverse effect on the business, operations, assets, properties, prospects, or conditions of Royalite taken as a whole (a “Royalite Material Adverse Effect” ). There is no reasonable basis for any claim or action that, based upon the likelihood of its being asserted and its success if asserted, would have such a Royalite Material Adverse Effect.

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     3.8 Compliance .

          (a) Royalite is in compliance with, is not in default or violation in any material respect under, and has not been charged with or received any notice at any time of any material violation by it of, any statute, law, ordinance, regulation, rule, decree or other applicable regulation to the business or operations of Royalite;

          (b) Royalite has duly filed all reports and returns required to be filed by it with governmental authorities and has obtained all governmental permits and other governmental consents, except as may be required after the execution of this Agreement. All of such permits and consents are in full force and effect, and no proceedings for the suspension or cancellation of any of them, and no investigation relating to any of them, is pending or to the best knowledge of Royalite, threatened, and none of them will be adversely affected by the consummation of the transactions contemplated hereby.

     3.9 Filings, Consents and Approvals . Except for any filings required by applicable securities laws, the filing of the Articles of Merger pursuant to the Nevada Law and the approval of the Royalite Stockholders, no filing or registration with, no notice to and no permit, authorization, consent, or approval of any public or governmental body or authority or other person or entity is necessary for the consummation by Royalite of the transactions contemplated by this Agreement or to enable the Surviving Corporation to continue to conduct Royalite’s business after the Closing Date in a manner which is consistent with that in which it is presently conducted.

     3.10 Financial Representations . Attached to this Agreement as Disclosure Schedule 3.10A is a true, correct, and complete copy of the audited balance sheet for Royalite dated as of April 30, 2006, together with the related statement of operations, statement of cash flows and statement of stockholders equity for the fiscal period there ended (the “Year End Financial Statements” ); and attached to this Agreement as Disclosure Schedule 3.10B is a true, correct, and complete copy of the audited balance sheet for Royalite dated as of July 31, 2006, together with the related statement of operations and statement of cashflows for the interim period there ended (the “Interim Financial Statements” ) (the Year End Financial Statements and the Interim Financial Statements being collectively referred to as, the “Financial Statements” ). The Financial Statements (i) are in accordance with the books and records of Royalite, (ii) present fairly the financial condition of Royalite as of the respective dates indicated and the results of operations for such periods, and (iii) have been prepared in accordance with US GAAP. Royalite has not received any advice or notification from its independent certified public accountants that Royalite has used any improper accounting practice that would have the effect of not reflecting, or incorrectly reflecting, in the Financial Statements or the books and records of Royalite, the financial results, or any properties, assets, liabilities, revenues, or expenses, of Royalite. The books, records, and accounts of Royalite accurately and fairly reflect, in reasonable detail, the financial results, transactions, assets, and liabilities of Royalite. Royalite has not engaged in any transaction, maintained any bank account, or used any funds of Royalite, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Royalite.

     3.11 Absence of Undisclosed Liabilities . Royalite has no liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, which:

          (a) are not set forth in the Financial Statements or have not heretofore been paid or discharged;

          (b) did not arise in the regular and ordinary course of business under any agreement, contract, commitment, lease or plan specifically disclosed (or are not required to be disclosed in accordance with US GAAP); or

          (c) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the date of the Financial Statements.

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     For purposes of this Agreement, the term “liabilities” includes, any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, liquidated or unliquidated, secured or unsecured, perfected or unperfected.

     3.12 Tax Matters . “Tax” or “Taxes” means any and all taxes, charges, fees, levies, duties or other assessments whether federal, state, local or foreign, based upon or measured by income, capital, net worth or gain and any other tax including, recapture, gross receipts, profits. sales, use, occupation, use and occupancy, value added, ad valorem, customers, transfer, franchise, shares, withholding, payroll, employment, excise, or property taxes with respect to Royalite, together with any interest, fines, penalties and additions to tax imposed with respect thereto.

          (a) As of the date hereof, (i) Royalite has timely filed all Tax returns which are required to be filed on or prior to the date hereof, taking into account any extensions of the filing deadlines which have been validly granted to them; and (ii) all such returns are true and correct in all material respects.

          (b) Royalite has paid all Taxes that have become or are due with respect to any period ended on or prior to the date hereof, and has established an adequate reserve therefore on its balance sheet for those Taxes not yet due and payable.

          (c) Royalite is not presently under, nor has Royalite received notice of, any contemplated investigation or audit by the Internal Revenue Service or any foreign or state taxing authority concerning any fiscal year or period ended prior to the date hereof.

          (d) All Taxes required to be withheld on or prior to the date hereof from employees for income Taxes, social security Taxes, unemployment Taxes and other similar withholding Taxes have been properly withheld and, if required on or prior to the date hereof, have been deposited with the appropriate governmental agency.

          (e) Royalite is not a party to any tax-sharing agreements or similar contracts or arrangements.

     3.13 Absence of Changes . Since July 31, 2006, Royalite has not:

          (a) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties;

          (b) sold, encumbered, assigned or transferred any fixed assets or properties which would have been included in the assets of Royalite if the closing had been held on July 31, 2006 or on any date since then, except for ordinary course of business transactions consistent with past practice;

          (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the assets or properties of Royalite to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever;

          (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, whether or not in the ordinary course of business;

          (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities;

          (f) suffered any damage, destruction or loss, whether or not covered by insurance, materially and adversely its business, operations, assets, properties or prospects;

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          (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise);

          (h) received notice or had knowledge of any actual or threatened labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects;

          (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000, except such as may be involved in ordinary repair, maintenance or replacement of its assets;

          (j) other than in the ordinary course of business, increase the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or made any increase in, or any addition to, other benefits to which any of its employees may be entitled;

          (k) changed any of the accounting principles followed or the methods of applying such principles;

          (l) entered into any transaction other than in the ordinary course of business consistent with past practice; or

         (m) agreed, whether in writing or orally, to do any of the foregoing.

     3.14 Personal Property . Royalite possesses all property and items necessary for the continued operation of the business of Royalite as presently conducted. All of such items are in good operating condition (normal wear and tear excepted), and are reasonably fit for the purposes for which such item is presently used.

     3.15 Insurance . The assets, properties and operations of Royalite are insured under various policies of general liability and other forms of insurance consistent with prudent business practices. All such policies are in full force and effect in accordance with their terms, no notice of cancellation has been received, and there is no existing default by Royalite or any event which, with the giving of notice, the lapse of time or both, would constitute a default thereunder. All premiums to date have been paid in full.

     3.16 Employees and Consultants. Disclosure Schedule 3.16 lists the name, address, date of hire, title or position, compensation and benefits of each employee or consultant of Royalite. All employees and consultants have been paid all salaries, wages, income and any other sum due and owing to them by Royalite as at the end of the most recent completed pay period. Royalite is not aware of any labor conflict with any of Royalite employees that might reasonably be expected to have a Royalite Material Adverse Effect. Royalite has not entered into any written contracts of employment or consulting agreements other than as listed on Disclosure Schedule 3.16 . All amounts required to be withheld by Royalite from employees salaries or wages and paid to any governmental or taxing authority have been so withheld and paid or remitted. No employee of Royalite is in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement or any other contract or agreement relating to the relationship of such employee with Royalite or any other nature of the business conducted or to be conducted by Royalite or the Surviving Corporation.

     3.17 Benefit Plans . Royalite has no Employee Benefit Plans within the meaning of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

     3.18 Intellectual Property .

          (a) Intellectual Property Assets . The term “Intellectual Property Assets” refers to all of the intellectual property rights and assets necessary for the operation of the business of Royalite as it is currently conducted, and includes, but is not limited to, the following:

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	(1)	the name Royalite Petroleum Corp., all functional business names, trading names, registered and unregistered trademarks, service marks, and applications collectively, the “Trademarks” );
	(2)	all patents, patent applications, and inventions, methods, processes and discoveries that may be patentable (collectively, the “Patents” );
	(3)	all copyrights in both published works and unpublished works (collectively, the “Copyrights” );
	(4)	all know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans, drawings, and blue prints owned, used, or licensed by Royalite as licensee or licensor (collectively, the “Trade Secrets” ).

          (b) Agreements . Disclosure Schedule 3.18 contains a complete and accurate list and summary description of all contracts and agreements relating to the Intellectual Property Assets to which Royalite is a party or by which Royalite is bound. There are no outstanding or threatened disputes or disagreements with respect to any such agreement.

          (c) Intellectual Property and Know-How Necessary for the Business . Except as set forth in Disclosure Schedule 3.18 , Royalite is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, and other adverse claims, and has the right to use all such Intellectual Property Assets without payment to a third party. Except as set forth in Disclosure Schedule 3.18 , all former and current employees and contractors of Royalite have executed written contracts, agreements or other undertakings with Royalite that assign all rights to any inventions, improvements, discoveries, or information relating to the business of Royalite. No employee, director, officer or shareholder of any of Royalite owns directly or indirectly in whole or in part, any Intellectual Property Asset which Royalite is presently using or which is necessary for the conduct of its business. No employee or contractor of Royalite has entered into any contract or agreement that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone other than Royalite.

          (d) Trade Secrets . Royalite has taken all reasonable precautions to protect the secrecy, confidentiality, and value of its Trade Secrets. Royalite has good title and an absolute (but not necessarily exclusive) right to use the Trade Secrets. The Trade Secrets are not part of the public knowledge or literature, and have not been used, divulged, or appropriated either for the benefit of any person or entity or to the detriment of Royalite. No Trade Secret is subject to any adverse claim or has been challenged or threatened in any way.

     3.19 Real Property . Royalite does not own any real property. Disclosure Schedule 3.19 lists all leases, subleases or other real property, oil and gas or mineral property interests (collectively, the “Leases” ) to which Royalite is a party or bound. Each of the Leases are legal, valid, binding, enforceable and in full force and effect in all material respects. All rental and other payments required to be paid by Royalite pursuant to any such Leases have been duly paid and no event has occurred which, upon the passing of time, the giving of notice, or both, would constitute a breach or default by any party under any of the Leases. The Leases will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing Date. Royalite has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or the leasehold property pursuant thereto. Royalite has delivered a true and complete copy of each of the Leases to Worldbid and Worldbid Sub.

     3.20 Environmental Matters . Royalite knows of no violation or violations by Royalite or its employees or agents of any environmental or safety statute, law or regulation that in the aggregate would have a Royalite Material Adverse Effect and, no material expenditures are or will be required in order to comply with any such existing statute, law or regulation. No action, proceeding, permit revocation, writ, injunction or claim is pending or, to the best knowledge of Royalite, threatened concerning Royalite’s facilities and Royalite is not aware of any fact or circumstance that could involve Royalite in any environmental litigation or impose any material environmental liability upon Royalite. No Hazardous Material (as defined

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below) is present on any Royalite facility and, to the best knowledge of Royalite, no reasonable likelihood exists that any Hazardous Material present on other property will come to be present on a Royalite facility. There are no underground storage tanks, asbestos or PCBs present on any Royalite facility. For the purposes of this Section 3.20 the term “Hazardous Material” means any material or substance that is prohibited or regulated by any environmental law or that has been designated by any governmental authority to be radioactive, toxic, hazardous or otherwise a danger to health, reproduction or the environment.

     3.21 Material Contracts and Transactions . Disclosure Schedule 3.21 contains a list of all material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Royalite is a party (collectively, the “Contracts” ).

          (a) Except as listed on Disclosure Schedule 3.21 , Royalite is not a party to any written or oral:

	(1)	agreement for the purchase, sale or lease of any capital assets, or continuing contracts for the purchase or lease of any materials, supplies, equipment, real property or services;
	(2)	agreement regarding, sales agency, distributorship, or the payment of commissions;
	(3)	agreement for the employment or consultancy of any person or entity;
	(4)	note, debenture, bond, trust agreement, letter of credit agreement 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;
	(5)	agreement, contract, or commitment for any charitable or political contribution;
	(6)	agreement, contract, or commitment limiting or restraining Royalite, their business or any successor thereto from engaging or competing in any manner or in any business or from hiring any employees, nor is any employee of Royalite subject to any such agreement, contract, or commitment;
	(7)	material agreement, contract, or commitment not made in the ordinary course of business;
	(8)	agreement establishing or providing for any joint venture, partnership, or similar arrangement with any other person or entity;
	(9)	agreement, contract or understanding containing a “change in control,” or similar provision; or
	(10)	power of attorney or similar authority to act.

         (b) Each Contract is in full force and effect, and there exists no material breach or violation of or default by Royalite under any Contract nor by any other party to a Contract, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any Contract by Royalite or by any other party to a Contract. The continuation, validity, and effectiveness of each Contract will in no way be affected by the consummation of the transactions contemplated by this Agreement. Except as listed on Disclosure Schedule 3.21 , there exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any Contract. A true, correct and complete

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copy (and if oral, a description of material terms) of each Contract, as amended to date, has been furnished to Worldbid and Worldbid Sub.

     3.22 Certain Transactions . Royalite is not indebted, directly or indirectly, to any of its officers, directors or shareholders or to their respective spouses or children, in any amount whatsoever; none of said officers, directors or, to the best of Royalite’s knowledge, shareholders, or any members of their immediate families, are indebted to Royalite or have any direct or indirect ownership interest in any firm or corporation with which Royalite has a business relationship, or any firm or corporation that competes with Royalite. Royalite is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.

     3.23 No Brokers . Royalite has not incurred any obligation or liability to any party for any brokerage fees, agent's commissions, or finder's fees in connection with the transactions contemplated by this Agreement for which Worldbid or Worldbid Sub would be responsible.

     3.24 Minute Books . The minute books of Royalite provided to Worldbid and Worldbid Sub contain a complete summary of all meetings of directors and shareholders since the time of incorporation of such entity and reflect all transactions referred to in such minutes accurately in all material respects.

     3.25 Completeness of Disclosure . No representation or warranty by Royalite in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Worldbid and Worldbid Sub pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

SECTION 4
REPRESENTATIONS AND WARRANTIES OF WORLDBID AND WORLDBID SUB

     Worldbid and Worldbid Sub represent, warrant and covenant to and with Royalite as follows, and acknowledge that Royalite is relying upon such representations, warranties and covenants in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Royalite.

     4.1 Organization and Good Standing . Worldbid and Worldbid Sub are duly organized, validly existing and in good standing under the laws of Nevada and have all requisite corporate power and authority to own, lease and to carry on their respective businesses as now being conducted. Worldbid is duly qualified to do business and is in good standing as a foreign corporation in each of the jurisdictions in which each owns property, leases property, does business, or is otherwise required to do so, where the failure to be so qualified would have a material adverse effect on the businesses, operations, or financial condition of Worldbid. Worldbid Sub has not carried on any business or acquired any assets or incurred any liabilities since its incorporation, other than by reason of the execution of this Agreement.

     4.2 Authority . Worldbid and Worldbid Sub have all requisite corporate power and authority to execute and deliver the Merger Documents to be signed by them and to perform their respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of each of the Merger Documents by Worldbid and Worldbid Sub and the consummation by Worldbid and Worldbid Sub of the transactions contemplated thereby have been duly authorized by their respective Boards of Directors and no other corporate or shareholder proceedings on the part of Worldbid or Worldbid Sub are necessary to authorize such documents or to consummate the transactions contemplated thereby. This Agremeent has been, and the remaining Merger Documents, when executed and delivered by Worldbid and Worldbid Sub as contemplated herein, will be, duly executed and delivered by Worldbid and Worldbid Sub and this Agreement, and the remaining Merger Documents, when executed and delivered by Worldbid and Worldbid Sub as contemplated herein, will be, valid and binding obligations of Worldbid and Worldbid Sub, enforceable in accordance with their respective terms, except (1) as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting the enforcement of creditors’ rights generally; (2) as may be limited by any applicable laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and (3) as may be limited by public policy.

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     4.3 Capitalization of Worldbid and Worldbid Sub .

          (a) The entire authorized capital stock and other equity securities of Worldbid (the “Worldbid Stock” ) consists of Six Hundred Million (600,000,000) shares, comprised of Five Hundred Million (500,000,000) shares of common stock with a par value of $0.001 per share (the “Worldbid Common Stock” ), and One Hundred Million (100,000,000) shares of preferred stock with a par value of $0.0001 per share (the “Worldbid Preferred Stock” ). There are 9,481,354 shares of Worldbid Common Stock issued and outstanding and no shares of Worldbid Preferred Stock issued and outstanding. All of the issued and outstanding shares of Worldbid Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state and local laws, rules and regulations. Except as set forth on ADisclosure Schedule 4.3 , there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Worldbid to issue any additional shares of Worldbid Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Worldbid any shares of Worldbid Stock.

          (b) The entire authorized capital stock and other equity securities of Worldbid Sub (the “Worldbid Sub Stock” ) consists of 75,000,000 shares of common stock with a par value of $0.001 per share. There are 1,000 shares of Worldbid Sub Stock issued and outstanding. All of the issued and outstanding shares of Worldbid Sub Stock have been duly authorized, are validly issued, were not issued in violation of any preemptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state and local laws, rules and regulations. There are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreement sor commitments obligating Worldbid Sub to issue any additional shares of Worldbid Sub Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Worldbid Sub any shares of Worldbid Sub Stock. There are no agreements purporting to restrict the transfer of Worldbid Sub Stock and there are no voting agreements, voting trusts or other arrangements restricting or affecting the voting of the Worldbid Sub Stock.

     4.4 Validity of Worldbid Common Stock Issuable Upon the Merger . The shares of Worldbid Common Stock to be issued to the Royalite Stockholders upon consummation of the Merger in accordance with Section 2.1 of this Agreement will, when so issued in accordance with the terms of this Agreement, be duly and validly authorized, issued, fully paid and non-assessable.

     4.5 Actions and Proceedings . There is no claim, charge, arbitration, grievance, action, suit, investigation or proceeding by or before any court, arbiter, administrative agency or other governmental authority now pending or, to the best knowledge of Worldbid and Worldbid Sub, threatened against Worldbid or Worldbid Sub which involves any of the business, or the properties or assets of Worldbid or Worldbid Sub that, if adversely resolved or determined, would have a material adverse effect on the business, operations, assets, properties, prospects or conditions of Worldbid or Worldbid Sub taken as a whole. There is no reasonable basis for any claim or action that, based upon the likelihood of its being asserted and its success if asserted, would have such a material adverse effect.

     4.6 Financial Representations . The audited and unaudited financial statements of Worldbid as filed with the United States Securities and Exchange Commission (collectively, the “Worldbid Financial Statements ”) (a) are in accordance with the books and records of Worldbid and (b) present fairly the financial condition of Worldbid as of the respective dates indicated and the results of operations for such periods, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments. Worldbid has not received any advice or notification from its independent certified public accountants that Worldbid has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Worldbid Financial Statements or the books and records of Worldbid, any properties, assets, liabilities, revenues, or expenses. The books, records, and accounts of Worldbid accurately and fairly reflect, in reasonable detail, the transactions, assets, and liabilities of Worldbid. Worldbid has not engaged in any transaction, maintained any bank account, or used any funds of Worldbid, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Worldbid.

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     4.7 Absence of Certain Changes or Events . Except as otherwise disclosed in Worldbid’s filings made with the US Securities and Exchange Commission, since October 31, 2006, Worldbid has not:

          (a) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties;

          (b) sold, encumbered, assigned or transferred any fixed assets or properties which would have been included in the assets of Worldbid if the closing had been held on October 31, 2006 or on any date since then, except for ordinary course of business transactions consistent with past practice;

          (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the assets or properties of Worldbid to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever;

          (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, whether or not in the ordinary course of business;

          (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities;

          (f) suffered any damage, destruction or loss, whether or not covered by insurance, materially and adversely its business, operations, assets, properties or prospects;

          (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise);

          (h) received notice or had knowledge of any actual or threatened labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects;

          (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000, except such as may be involved in ordinary repair, maintenance or replacement of its assets;

          (j) other than in the ordinary course of business, increase the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or made any increase in, or any addition to, other benefits to which any of its employees may be entitled;

          (k) changed any of the accounting principles followed or the methods of applying such principles;

          (l) entered into any transaction other than in the ordinary course of business consistent with past practice; or

         (m) agreed, whether in writing or orally, to do any of the foregoing.

     4.8 Filings, Consents and Approvals . Except for any filings required by applicable securities laws, the filing of the Articles of Merger pursuant to the Nevada Law, no filing or registration with, no notice to and no permit, authorization, consent, or approval of any public or governmental body or authority or other person or entity is necessary for the consummation by Worldbid and Worldbid Sub of the transactions

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contemplated by this Agreement or to enable Worldbid or Worldbid Sub to continue to conduct its business after the Closing Date in a manner which is consistent with that in which it is presently conducted.

     4.9 Material Contracts and Transactions . Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Worldbid or Worldbid Sub is a party except as may be disclosed in Worldbid’s SEC Documents (as defined below) or retainer agreements with legal counsel and accountants .

     4.10 No Brokers . Worldbid an Worldbid Sub have not incurred any obligation or liability to any party for any brokerage fees, agent's commissions, or finder's fees in connection with the transactions contemplated by this Agreement for which Royalite or the Surviving Corporation would be responsible.

     4.11 Minute Books . The minute books of Worldbid and Worldbid Sub provided to Royalite contain a complete summary of all meetings of directors and shareholders since the time of incorporation of such entities and reflect all transactions referred to in such minutes accurately in all material respects.

     4.12 SEC Filings . Worldbid has furnished or made available to Royalite a true and complete copy of each report, schedule, registration statement and proxy statement filed by Worldbid with the SEC since the inception of Worldbid (as such documents have since the time of their filing been amended, the " Worldbid SEC Documents " ). Worldbid has timely filed with the SEC all documents required to have been filed pursuant to the Securities Act and the Exchange Act. As of their respective dates, the Worldbid SEC Documents complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Worldbid SEC Documents, and none of Worldbid SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

     4.13 Completeness of Disclosure . No representation or warranty by Worldbid or Worldbid Sub in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Royalite pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

SECTION 5
CLOSING CONDITIONS

     5.1 Conditions Precedent to Closing by Worldbid and Worldbid Sub . The obligations of Worldbid and Worldbid Sub to consummate the Merger are subject to the satisfaction of the conditions set forth below, unless any such condition is waived by Worldbid and Worlbid Sub at Closing. The Closing of the transactions contemplated by this Agreement will be deemed to mean a waiver of all conditions to Closing. These conditions are for the sole benefit of Worldbid and Worldbid Sub and may be waived by them at their sole discretion.

          (a) Representations and Warranties . The representations and warranties of Royalite set forth in this Agreement will be true, correct and complete in all respects as of the Closing Date, as though made on and as of the Closing Date and Royalite will have delivered to Worldbid and Worldbid Sub a certificate dated as of the Closing Date, to the effect that the representations and warranties made by Royalite in this Agreement are true and correct.

          (b) Performance . All of the covenants and obligations that Royalite is required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been performed and complied with in all material respects.

          (c) Merger Documents . This Agreement and all other Merger Documents necessary or reasonably required to consummate the Merger, all in form and substance reasonably satisfactory to Worldbid and Worldbid Sub, will have been executed and delivered to Worldbid and Worldbid Sub.

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          (d) Secretary's Certificate – Royalite . Worldbid and Worldbid Sub will have received a certificate of the Secretary of Royalite attaching (i) a copy of Royalite's Articles of Incorporation, as amended through the Closing Date certified by the Secretary of State of the State of Nevada; (ii) a true and correct copy of Royalite's bylaws, as amended; (iii) certified copies of resolutions duly adopted by the Board of Directors of Royalite and the Royalite Stockholders approving the execution and delivery of this Agreement and the other Merger Documents and the consummation of the Merger and the ot