AMENDED MERGER AGREEMENT

Agreement and Plan of Merger

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GARDNER DENVER, INC., | NEPTUNE HOLDINGS I, INC., | NASH_ELMO HOLDINGS LLC

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Title: AMENDED MERGER AGREEMENT
Governing Law: Illinois Date: 12/14/2004
Law Firm: Reed Smith LLP;Baker & McKenzie LLP;Kirkland & Ellis LLP

AMENDED MERGER AGREEMENT, Parties: gardner denver inc. , neptune holdings i inc. , nash_elmo holdings llc

AMENDED MERGER AND

STOCK EXCHANGE AGREEMENT

This AMENDED MERGER AND STOCK EXCHANGE AGREEMENT (this "Merger Agreement,"

hereafter the "Agreement") dated as of November 19, 2004 between REZCONNECT

TECHNOLOGIES, INC., a New York corporation ("Buyer"), YOURTRAVELBLZ.COM, INC.,

an Illinois corporation (the "Company"), and all of the holders of the common

stock of the Company identified on Exhibit A hereto (the "Stockholders").

W I T N E S S E T H:

WHEREAS, the Stockholders own all of the issued and outstanding capital

stock of the Company; and

WHEREAS, the Stockholders desire to convey to Buyer and Buyer desires to

receive from the Stockholders, upon the terms and subject to the conditions

contained herein, all of such stock in a transaction intended to comply with

Section 368(a)(1)(B) of the Internal Revenue Code; and

WHEREAS, the Board of Directors of Buyer has approved this Agreement and

the transactions contemplated hereby.

NOW, THEREFORE, in consideration of the mutual promises hereinafter set

forth and other good and valuable consideration had and received, the parties

hereto, upon the terms and subject to the conditions contained herein, hereby

agree as follows:

ARTICLE I

EXCHANGE OF THE COMMON STOCK

Section 1.1. Exchange of the Common Stock. Upon the terms and subject to

the conditions contained herein, the Stockholders shall convey, set over,

deliver, assign and transfer (or cause to be exchanged, conveyed, set over,

delivered, assigned and transferred) to Buyer and Buyer shall acquire from the

Stockholders, at the Closing (as defined in Section 3.1), a total of 12,800,000

shares of the Company's common stock, no par value per share ("Common Stock"),

which represents one hundred percent (100%) of all the outstanding Common Stock

of the Company. The number of shares of Common Stock to be conveyed to Buyer by

each Stockholder is set forth in Exhibit A hereto.

Section 1.2. No Obligation to Exchange in Event of Default. The obligations

of the Stockholders under Section 1.1 hereof shall be several and not joint. If

one or more of the Stockholders shall default on his or her obligation to

convey, either at or before the Closing, any or all of the Common Stock he or

she has hereby agreed to convey, Buyer shall not be obligated to consummate the

acquisition of any of the Common Stock from the remaining Stockholders, but if

any one or more of the Stockholders shall so default, Buyer

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shall have the option to consummate the acquisition of the Common Stock from the

remaining Stockholders.

ARTICLE II

EXCHANGE CONSIDERATION

Section 2.1. Exchange Consideration. In full consideration for the common

stock to be conveyed, set over, delivered, assigned and transferred to Buyer

pursuant to Section 1.1 hereof, and upon the terms and subject to the conditions

contained herein, Buyer shall, in exchange for one hundred percent (100%) of the

outstanding Common Stock, issue and deliver to the Stockholders for the

following consideration: (i) 7,430,000 shares of Buyer's no par value common

stock ("Buyer's Common Stock"), and (ii) 4,092,376 shares of Buyer's Series B

Convertible Preferred Stock ("Preferred Stock"); all as set forth in more detail

in Exhibit C (all consideration collectively referred to herein as the "Exchange

Consideration"), such exchange will be at the time and in the manner provided

for in Section 2.2 hereof. The pro rata portion of the Exchange Consideration

that each Stockholder is entitled to receive is set forth in Exhibit A hereto.

Section 2.2. Payment of Exchange Consideration. At the Closing, each of the

Stockholders shall, upon the surrender to Buyer or an exchange agent selected by

Buyer of the certificates for his or her Common Stock, receive certificates

representing a pro rata portion of shares of Buyer's Common Stock and Preferred

Stock.

ARTICLE III

CLOSING

Section 3.1. Time and Place of Closing. The closing ("Closing") means the

time at which the Stockholders consummate the exchange of the Common Stock owned

by them to Buyer by delivery of the stock certificates referred to in Section

3.2(a) hereof and by delivery of the other documents referred to in Section 3.2

hereof, against delivery by Buyer of the Exchange Consideration and the

documents referred to in Section 3.3 hereof, after the satisfaction (or a duly

executed waiver thereof) of the conditions set forth in Articles VII, VIII and

IX hereof. The Closing shall take place at the offices of Reed Smith LLP, One

Riverfront Plaza, Newark, New Jersey 07102, at 10:00 a.m., New Jersey time, on

December 2, 2004 or any other date mutually agreed upon in writing by the

parties hereto.

Section 3.2. The Stockholders' and the Company's Particular Closing

Deliveries. At the Closing, in addition to any other documents specifically

required to be delivered pursuant to this Agreement, the Stockholders or the

Company, as the case may be, shall deliver to Buyer, in form and substance

reasonably satisfactory to Buyer and its counsel:

(a) certificates representing all the shares of Common Stock registered

in the name of each Stockholder, fully endorsed by each Stockholder for

transfer;

(b) the certificate of the Company required by Section 8.8 hereof;

Section 3.3. Buyer's Particular Closing Deliveries. At the Closing, in

addition to any other documents specifically required to be delivered pursuant

to this Agreement, Buyer shall deliver to or for the Stockholders, in form and

substance satisfactory to the Stockholders and the Company's counsel:

(a) the shares of Buyer's Common Stock set forth in Section 2.2 hereof;

(b) the shares of Buyer's Preferred Stock set forth in Section 2.2

hereof;

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(d) certified copies of resolutions of the Board of Directors of Buyer

approving this Agreement and the transactions contemplated hereby; and

(e) the opinion of counsel for Buyer, Carl N. Duncan, Esq., dated the

date of the Closing, as required by Section 9.4 hereof.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

OF THE COMPANY

The Company represents and warrants to Buyer that:

Section 4.1. Organization and Capitalization of the Company. The Company is

a corporation duly organized, validly existing and in good standing under the

laws of the State of Illinois, with an authorized capital consisting solely of

20,000,000 shares of Common Stock, no par value per share, of which 12,800,000

shares of Common Stock are issued and outstanding; all of such 12,800,000 issued

and outstanding shares of Common Stock are duly authorized, validly issued,

fully paid and nonassessable; and there are no other equity securities of any

class of the Company authorized, issued, reserved for issuance or outstanding.

There are no outstanding options, warrants, agreements or rights to subscribe

for or to purchase, or commitments to issue, shares of Common Stock. The

Stockholders are the record owners of all of the issued and outstanding shares

of Common Stock as set forth on Exhibit A hereto. Except for 800,000 shares of

common stock of the Buyer, the Company does not own, directly or indirectly, any

outstanding capital stock or securities convertible into capital stock of any

other corporation or any participating interest in any partnership, joint

venture or other business enterprise.

Section 4.2. Power and Authority; Authority for Agreement. The Company has

all requisite corporate power and authority to own, lease and operate its

properties and to conduct its business as it has been and is now conducted and

to enter into this Agreement and to perform the obligations to be performed by

it hereunder and is duly qualified or licensed as a foreign corporation in good

standing in each jurisdiction in which the character of its properties or the

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nature of its business activities require such qualification. This Agreement

constitutes the valid binding obligation of the Company.

Section 4.3. Articles of Incorporation and By-Laws of the Company. The

copies of the Articles of Incorporation of the Company, certified by the

Secretary of State of Illinois, and the By-Laws of the Company, certified by its

Secretary, heretofore delivered by or on behalf of the Stockholders to Buyer,

are true, complete and correct.

Section 4.4 Subsidiaries. The Company, as currently constituted, has no

subsidiaries.

Section 4.5. No Violation to Result. Assuming fulfillment prior to the

Closing of the conditions set forth Section 9.7 hereof, the execution and

delivery of this Agreement and the consummation of the transactions contemplated

hereby:

(a) are not in violation or breach of, do not conflict with or

constitute a default under, and will not accelerate or permit the

acceleration of the performance required by, any of the terms of the

charter documents or by-laws of the Company or any note, debt

instrument, security agreement or mortgage, or any other material

contract or agreement to which the Company is a party or by which the

Company or any of its properties or assets are bound;

(b) will not be an event which, after notice or lapse of time or both,

will result in any such violation, breach, conflict, default or

acceleration;

order, rule, regulation or other legal requirement of any governmental

authority, court or arbitration tribunal whether federal, state,

provincial, municipal or local (within the U.S. or otherwise), at law

or in equity, and applicable to the Company; and

(d) will not result in the creation or imposition of any lien,

possibility of lien, encumbrance, security agreement, equity, option,

claim, charge, pledge or restriction in favor of any third person upon

any of the properties or assets of the Company.

Section 4.6. No Existing Defaults. Except as set forth in Exhibit 4.6

hereto, the Company is not in default:

(a) under any of the terms of any material note, debt instrument,

security agreement or mortgage or under any other commitment,

contract, agreement, license, lease or other instrument, whether

written or oral, to which it is a party or by which it or any of its

properties or assets is bound;

(b) under any law, judgment, decree, order, rule regulation or other

legal requirement or any governmental authority, court or arbitration

tribunal whether federal, state, provincial, municipal or local

(within the U.S. or otherwise), at law or in equity, and applicable to

it or to any of this properties or assets, which default would have a

material adverse effect on the Company; or

<PAGE>

debts. There exists no condition or event which, after notice or lapse

of time or both, would constitute a material default in connection

with any of the foregoing.

Section 4.7. Financial Statements. The audited financial statements of the

Company as of the comparative two year period ended December 31, 2002 and 2003

and the unaudited financial statements of the Company as of the end of and for

the six month period ended June 30, 2004 (the "Financial Statements"), will,

when delivered to Buyer after the date hereof, be complete and correct in all

material respects, fairly present the financial position of the Company and the

results of its operations as of the respective dates and for the periods

indicated thereon and have been prepared in accordance with generally accepted

accounting principles applied on a consistent basis, except that they are

subject to year-end adjustments. The Company does not have any material

liability or obligation, fixed, contingent, known, unknown or otherwise, not

reflected in the balance sheet to be included in the Financial Statements,

except for liabilities or obligations incurred between July 1, 2004 and the date

of this Agreement in the ordinary and usual course of business consistent with

the representations and warranties set forth herein and that would not have been

in conflict with Section 7.3. hereof if they had been incurred between the date

hereof and the Closing.

Section 4.8. No Adverse Changes. As of the date of this Agreement, except

as disclosed in Exhibit 4.8 hereto and except as otherwise permitted herein:

(a) the Company has not sustained any damage, destruction or loss, by

reason of fire, explosion, earthquake, casualty, labor trouble, requisition

or taking of property by any government or agency thereof, windstorm,

embargo, riot, act of God or public enemy, flood, volcanic eruption,

accident, other calamity or other similar or dissimilar event (whether or

not covered by insurance) adversely affecting the business, properties,

financial condition or operations of the Company;

(b) there have been no changes in the condition (financial or otherwise),

business, net worth, assets, properties, liabilities or obligations (fixed,

contingent, known, unknown or otherwise) of the Company which in the

aggregate would have a material adverse affect on the business, properties,

financial condition or operations of the Company; and

action to cause the Company to perform all of the acts specified in

Sections 7.3(a) and (c) hereof and have refrained from performing any of

the acts specified in Sections 7.3(b), (d) and (e) hereof.

Solely for purposes of this Section 4.8, economic conditions prevailing

generally in the United States of America shall not be deemed to be a "material

adverse affect."

Section 4.9. Full Disclosure; Absence of Material Changes. Since June 30,

2004, there has not been any material adverse change in the financial condition,

results of operations or business of the Company taken as a whole. More

specifically, the information furnished to Buyer by the Company or by any

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of its directors, officers, employees, agents or accountants pursuant to this

Agreement (whether furnished prior to, at, or subsequent to the date hereof),

the information contained in the Exhibits referred to in this Agreement, and the

other information furnished to Buyer by the Company or by any of its directors,

officers, employees, agents or accountants at any time prior to the Closing

(pursuant to the request of Buyer or otherwise), does not and will not contain

any untrue statement of a material fact and does not and will not omit to state

any material fact necessary to make all such information not misleading.

Section 4.10. Taxes. The Company has prepared (or caused to be prepared)

and timely and properly filed (or caused to be timely and properly filed) with

the appropriate federal, state, provincial, municipal or local authorities

(within the U.S. or otherwise) all tax returns, information returns and other

reports required to be filed including without limitation all tax returns and

reports with respect to federal, state, local and foreign income taxes,

estimated taxes, excise taxes, sales taxes, use taxes, fuel taxes, gross

receipts taxes, franchise taxes, employment and payroll taxes and import duties,

whether or not measured in whole or in part by net income ("Taxes"). Such tax

returns and reports are materially complete and correct as filed. The Company

has paid or accrued (or caused to be so paid or accrued) in full all Taxes,

interest, penalties, assessments or deficiencies, if any, due to, or claimed to

be due by, any taxing authority. The Company has not executed or filed with any

taxing authority any agreement extending the period for assessment or collection

of any Taxes. The Company is not a party to any pending action or proceeding nor

to the best knowledge of its officers and directors is any such action or

proceeding threatened by any governmental authority for the assessment or

collection of Taxes. There are no liens for federal, state, local or foreign

Taxes, and no claim for assessment or collection of Taxes has been asserted

against the Company. To the directors', officers', Stockholders' and the

Company's best knowledge, there are no tax audits currently in progress or

incomplete.

Section 4.11. Title to Assets. The Company has good and marketable title to

all of its material properties and assets, free and clear of any material liens,

encumbrances, security agreements, equities, options, claims, charges, pledges,

restrictions, encroachments, defects in title and easements except for the

matters set forth on Exhibit 4.11. At the Closing, the Company will have good

and marketable title to such material properties and assets, free and clear of

any material liens, encumbrances, security agreements, equities, options,

claims, charges, pledges, restrictions, encroachments, defects in title and

easements except for those shown in the Company's Financial Statements.

Section 4.12. Machinery and Equipment. The Company owns or has adequate

rights to all machinery and equipment currently used by the Company in the

conduct of its business and, to the best knowledge of the Company, all such

machinery and equipment is in good operating condition and free from any

material defect, ordinary wear and tear excepted.

Section 4.13. Litigation. Except as set forth in Exhibit 4.13 hereto, there

is no litigation, suit, proceeding, action or claim, at law or in equity,

pending or to the best knowledge of the Company threatened against or affecting

the Company or involving any of its property or assets, before any court,

agency, authority or arbitration tribunal, including, without limitation, any

product liability, workers' compensation or wrongful dismissal claim(s),

actions, suits or proceedings relating to toxic materials, hazardous substances,

pollution or the environment. Except as set forth in such Exhibit 4.13 hereto,

the Company is not subject to or in default with respect to any notice, order,

writ, injunction or decree of any court, agency, authority or arbitration

tribunal.

<PAGE>

Section 4.14. Compliance with Laws. To the best knowledge of the Company,

the Company has complied with all laws, municipal by-laws, regulations, rules,

orders, judgments, decrees and other requirements and policies imposed by

governmental authority applicable to it, its properties or the operation of its

business, except where failure of comply will not have a material adverse effect

on the business, properties or financial condition of the Company as otherwise

disclosed in Exhibit 4.14 hereto. Without limiting the generality of the

foregoing, to the best knowledge of the Company, the Company is in material

compliance with:

(a) all material and applicable laws relating to the protection of

human health and safety, including, without limitation, the

Occupational Safety and Health Act of 1970, as amended, and all

material and applicable regulations and standards issued thereunder by

the Secretary of Labor or the Occupational Safety and Health

Administrator or other governmental agency or authority acting at any

time thereunder;

(b) all material and applicable laws relating to protection of the

environment, including, without limitation, the Resource Conservation

and Recovery Act ("RCRA") and the Comprehensive Environmental

Response, Compensation and Liability Act ("CERCLA")

Administration; and

(d) all material and applicable laws relating to equal employment

opportunity.

The Company has not received any notice or citation for noncompliance with

any of the foregoing and, to the best knowledge of the Company, there exists no

condition, situation or circumstance, nor has there existed such a condition,

situation or circumstance which, after notice or lapse of time, or both, would

constitute noncompliance with regard to any of the foregoing.

Section 4.15. Environmental Matters. The Company has not stored and is not

storing any hazardous wastes, as defined by RCRA, for 90 days or more. Except as

set forth in Exhibit 4.15:

(a) the Company has not generated, stored, transported, recycled,

disposed of or otherwise handled in any way any waste material or

hazardous substance for itself or for any other person or entity, nor

has any other person or entity stored, transported, recycled, disposed

of or otherwise handled in any way any waste material or hazardous

substances for the Company;

(b) to the best knowledge of the Company, there are no locations where

any waste material or hazardous substances from the operation of the

Company has been stored, treated, recycled or disposed of;

make any expenditure to achieve or maintain compliance with any

environmental standard; and

<PAGE>

(d) the Company has no knowledge of any information indicating that

any person, including any employee, may have impaired health or that

the environment may have been damaged as the result of the operation

of the business of either the Company or as the result of the release

of Contaminants from the Premises. For these purposes, the term

"Contaminants" includes any pollutant, waste materials, petroleum and

petroleum products and hazardous substances, as defined by CERCLA.

Section 4.16. Licenses, Permits and Approvals. Exhibit 4.16 hereto

constitutes a true and complete list of all material licenses, permits,

approvals, qualifications or the like, issued to the Company by any government

or any governmental unit, agency, body or instrumentality, whether federal,

state, provincial, municipal or local (within the U.S. or otherwise), and all

such items are in full force and effect. No registration with, approval by,

consent or clearance from or prenotification to any governmental agency is

required in connection with the execution and performance of this Agreement by

the Stockholders except as set forth on Exhibit 4.16.

Section 4.17. True Copies. All documents furnished, or caused to be

furnished to Buyer by the Company, are true and correct copies, and there are no

amendments or modifications thereto except as set forth in such documents.

Section 4.18. Pre-Signing Conduct of Business. Except as disclosed in

Exhibit 4.18 hereto and as contemplated by this Agreement, since June 30, 2004

the Company has operated only in the ordinary course of business except that the

Company is in the process of locating a suitable space to relocate its offices.

Solely for purposes of this Section 4.18, any aspect of the Company's operations

that would have been in conflict with Section 7.3 hereof if it had occurred

between the date hereof and the Closing shall be deemed by way of non-exclusive

illustration not to be in the ordinary course of business.

Section 4.19. Survival of Representations and Warranties of the Company and

the Stockholders. The representations and warranties of the Company and the

Stockholders made in Articles IV and V of this Agreement are correct, true and

complete as of the date hereof and will be correct, true and complete as at the

Closing with the same force and effect as though such representations and

warranties had been made at the Closing, and shall not survive the Closing.

Section 4.20. Intellectual Property.

(a) The Company (which, as presently constituted, has no subsidiaries)

owns, or is licensed or otherwise possesses legally enforceable rights

to use all patents, trademarks, trade names, service marks, copyrights

and any applications therefor, technology, know-how, computer software

programs or applications, and tangible or intangible proprietary

information or materials that are used in the business of Company as

currently conducted, except for any such failures to own, be licensed

or possess that, individually or in the aggregate, are not reasonably

likely to have a Material Adverse Effect as defined in subsection (b)

below.

(b) Material Adverse Effect means, with respect to any party to this

Agreement, such state of facts, event(s), change(s) or effect(s) that

had, has or would reasonably be expected to have a material adverse

effect on the assets, business, condition (financial or otherwise),

results of operations, prospects or, customer, supplier or employee

relations of such party taken as a whole.

<PAGE>

reasonably likely to have a Material Adverse Effect:

(i) the Company is not, nor will it be as a result of the execution

and delivery of this Agreement or the performance of the Company's

obligations hereunder, in violation of any licenses, sublicenses and

other agreements as to which the Company is a party and pursuant to

which it is authorized to use any third-party patents, trademarks,

service marks and copyrights ("Company Third-Party Intellectual

Property Rights");

(ii) no claims with respect to the patents, registered and material

unregistered trademarks as well as service marks, registered

copyrights, trade names, any applications therefor owned by the

Company ("Company Intellectual Property Rights"), any trade secret

material to the Company, or Company Third-Party Intellectual Property

Rights to the extent arising out of any use, reproduction or

distribution of such Company Third Party Intellectual Property Rights

by or through the Company, are currently pending or, to the knowledge

of the Company, are overtly threatened by any person;

(iii) the Company does not know of any valid grounds for any bona fide

claims (A) to the effect that the manufacture, sale, licensing or use

of any product as now used, sold or licensed or proposed for use, sale

or license by the Company, infringes on any copyright, patent,

trademark, service mark or trade secret of any third party other than

the Company; (B) against the use by the Company, of any trademarks,

trade names, trade secrets, copyrights, patents, technology, know-how

or computer software programs and applications of any third party used

in the business of the Company as currently conducted or as proposed

to be conducted; (C) challenging the ownership, validity or

effectiveness of any Company Intellectual Property Rights or other

trade secret material to the Company; or (D) challenging the license

or legally enforceable right to the use of the Company Third-Party

Intellectual Rights by the Company; and

(iv) to the knowledge of the Company, all patents, registered

trademarks and service marks as well as copyrights held by the Company

are valid, enforceable and subsisting.

Section 4.21. Company Due Diligence Investigation. The Company has

conducted its own independent review and analysis of the business, operations,

assets, liabilities, results of operations, financial condition, technology and

prospects of Buyer and acknowledges that the Company has been provided access to

the personnel, properties, premises and records of Buyer for such purpose. In

entering into this Agreement, the Company has relied solely upon its own

investigation and analysis and the representations and warranties contained

herein, and the Company:

(a) acknowledges that neither the Buyer nor any of its respective

directors, officers, shareholders, employees, affiliates, controlling

persons, agents, advisors or representatives makes or has made any

representation or warranty, either express or implied, as to the

<PAGE>

accuracy of completeness of any of the information provided or made

available to the Company or its directors, officers, employees,

affiliates, controlling persons, agents or representatives; and

(b) agrees, to the fullest extent permitted by law, that neither Buyer

nor any of its directors, officers, employees, shareholders,

affiliates, controlling persons, agents, advisors or representatives

shall have any liability or responsibility whatsoever to the Buyer or

its directors, officers, employees, affiliates, controlling persons,

agents or representatives on any basis (including, without limitation,

in contract or tort, under federal or state securities laws or

otherwise) based upon any information provided or made available, or

statements made, to the Company or its directors, officers, employees,

affiliates, controlling persons, advisors, agents or representatives

(or any omissions therefrom), except that the foregoing limitations

shall not apply (i) to the extent the Buyer makes the specific

representations and warranties set forth in this Agreement and (ii) in

the case of fraud, willful misrepresentation or willful nondisclosure,

but always subject to the limitations and restrictions contained

herein.

Section 4.22. Material Contracts and Agreements. Other than as disclosed on

Exhibit 4.22, the Company is not a party to any material contracts or

agreements.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

OF THE STOCKHOLDERS GENERALLY

Section 5.1. Authority for Agreement. Each of the Stockholders severally

represents and warrants to Buyer that he/she has all requisite power and

authority to enter into this Agreement and to perform the obligations to be

performed by him/her hereunder and that this Agreement constitutes the valid and

binding obligation of such Stockholder. By means of a Power of Attorney in the

form attached hereto as Exhibit B ("Power of Attorney"), each of the

Stockholders has duly and effectively appointed J. Lloyd Tomer, J. Scott Tomer

and/or J. Kim Sorensen, and each of them (the "Representatives"), as his/her

attorneys-in-fact with full power and authority to act in his or her place and

stead with respect to all matters relating to this Agreement, both before and

after the Closing. Buyer is entitled to rely conclusively upon the validity and

binding effect of actions taken by either Representative under the foregoing

Power of Attorney.

Section 5.2. Title of Common Stock. Each Stockholder severally represents

and warrants to Buyer that he/she is the owner, beneficially and of record, of

all of the Common Stock set forth opposite such Stockholder's name in Exhibit A

hereto, free and clear of all liens, encumbrances, security agreements,

equities, options, claims, charges, pledges and restrictions and that he/she has

the full power and unrestricted right to transfer the Common Stock to Buyer and,

assuming the conditions set forth in Article VIII have been satisfied, has

obtained all the consents and approvals of all persons (including, without

limitation, courts and governmental authorities) necessary to effect such

transfer. Upon delivery of the Common Stock to Buyer at the

<PAGE>

Closing as herein contemplated, Buyer shall have good and marketable title to

all of the shares of Common Stock delivered by such Stockholder free and clear

of all liens, encumbrances, security agreements, equities, options, claims,

charges, pledges and restrictions.

Section 5.3. Investment Representations. Each Stockholder understands that

the shares of Buyer's Common Stock comprising the Exchange Consideration are

being offered and sold pursuant to the exemption from registration contained in

Section 4(2) the Securities Exchange Act of 1933, as amended (the "Act"), based

in part upon their respective representations contained in this Agreement.

(a) Economic Risk. Each Stockholder is in a position to bear the

economic risk of this investment indefinitely unless the shares of the

Buyer's Common Stock purchased are registered pursuant to the Act, or

an exemption from registration is available, and the Buyer has no

present intention of registering such shares. Each Stockholder also

understands that, even if available, such exemption may not allow

him/her to transfer all or any portion of said shares, if any, under

the circumstances, in the amount or at the times he/she might propose.

Each Stockholder understands that he/she has no registration rights

with respect to the shares.

(b) Acquisition for Own Account. Each Stockholder is acquiring the

shares of Buyer's Common Stock for his/her own account for investment

and not with a view toward distribution.

represents that by reason of his/her business or financial experience,

or the business and financial experience of his/her management, he/she

has the capacity to protect his/her own interests in connection with

the transactions contemplated in this Agreement. No Stockholder is a

corporation formed for the specific purpose of consummating this

transaction.

(d) Accredited Investor. Each Stockholder represents that he or she is

an "accredited investor" as that term is defined in Regulation D

promulgated under the Act.

(e) Access to Information. Each Stockholder has been given access to

all of both the Company's and Buyer's documents, records and other

information, has received physical delivery of all those documents

which he/she has requested, and has had adequate opportunity to ask

questions of, and receive answers from, both the Company's and Buyer's

officers, employees, agents, accountants and representatives

concerning the Company's and Buyer's business, operations, financial

condition, assets, liabilities and all other matters relevant to their

investment in the shares of Buyer's Common Stock.

(f)Acknowledgment of Financial Condition of Buyer. Each Stockholder

acknowledges that he/she has been informed and is aware of the

financial condition of the Buyer as reflected in the audited

Form10-KSB financial statements for the periods ended December 31,

2002 and December 31, 2003, respectively, as well as the unaudited

financials for the six month period ended June 30, 2004, receipt of

which financials are hereby acknowledged.

<PAGE>

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to the Company and its Stockholders that:

Section 6.1. Organization and Capitalization of Buyer. Buyer is a

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

of the State of New York with an authorized capital consisting solely of five

million (5,000,000) shares of Preferred Stock; of which no shares are issued and

outstanding as of the date hereof; and twenty million (20,000,000) shares of

Common Stock, of which Eleven Million Forty Eight Thousand Eight Hundred

Forty-five (11,048,845) shares of Common Stock are issued and outstanding as of

the date hereof; all of such issued and outstanding shares of Buyer's Common

Stock are duly authorized, validly issued, fully paid and nonassessable. Except

as described on Exhibit 6.1 or as disclosed in the Buyer's Reports (as defined

in Section 6.6), there are no other securities of any class of Buyer authorized,

issued, reserved for issuance or outstanding. Except as described on Exhibit 6.1

or as disclosed in the Buyer's Reports (as defined in Section 6.6), there are no

outstanding options, warrants, agreements or rights to subscribe for or to

purchase, or commitments to issue, shares of Buyer's Common Stock or any other

security of Buyer or any plan for any of the foregoing. Buyer has no

subsidiaries and does not own, directly or indirectly, any outstanding capital

stock or securities convertible into capital stock of any other corporation or

any participating interest in any partnership, joint venture or other business

enterprise. Buyer is not obligated to register the resale of any Buyer capital

stock on behalf of any stockholder of Buyer under the Act.

Section 6.2. Power and Authority. Buyer has all requisite corporate power

and authority to own, lease and operate its properties and to conduct its

business as presently conducted and as proposed to be conducted and is duly

qualified or licensed as a foreign corporation in good standing in each

jurisdiction in which the character of its properties or the nature of its

business activities require such qualification.

Section 6.3. Certificate of Incorporation and By-Laws of Buyer. The copies

of the Certificate of Incorporation of Buyer, certified by the Secretary of

State of New York, and the By-laws of Buyer, certified by its Secretary,

heretofore delivered by Buyer to the Stockholders, are true, complete and

correct.

Section 6.4. Authority for Agreement; Buyer's Common Stock, Preferred Stock

and Options. The Board of Directors of Buyer has approved this Agreement and has

authorized the execution and delivery hereof. Buyer has full power, authority

and legal right to enter into this Agreement; and no approval of Buyer's

stockholders is necessary for the consummation of the transactions contemplated

hereby. The shares of Buyer's Common Stock and Preferred Stock and the Options

constituting the Exchange Consideration, when issued in accordance with the

terms of this Agreement will be duly authorized, validly issued, fully paid and

non-assessable and the Preferred Stock shall have the rights and preferences

expressed in Exhibit D.

<PAGE>

Section 6.5. No Violations to Result. Assuming fulfillment prior to the

closing of the conditions set forth in Section 8.7 hereof and except as set

forth in Exhibit 6.5, the execution and delivery of this Agreement and the

consummation of the transactions contemplated hereby:

(a) are not in violation or breach of, do not conflict with or

constitute a default under, and will not accelerate or permit the

acceleration of the performance required by, any of the terms of the

charter documents or by-laws of Buyer or any note, debt instrument,

security agreement or mortgage, or any other contract or agreement,

written or oral, to which Buyer is a party or by which Buyer or any of

its properties or assets are bound;

(b) will not be an event which, after notice or lapse of time or both,

will result in any such violation, breach, conflict, default or

acceleration;

order, rule, regulation or other legal requirement of any governmental

authority, court or arbitration tribunal, whether federal, state,

provincial, municipal or local (within the U.S. or otherwise), at law

or in equity, and applicable to Buyer; and

(d) will not result in the creation or imposition of any lien,

possibility of lien, encumbrance, security agreement, equity, option,

claim, charge, pledge or restriction in favor of any third person upon

any of the properties or assets of Buyer.

Section 6.6. Exchange Act Reports and Financial Statements. The Buyer has

delivered to the Company (i) Buyer's Annual Report on Form 10-KSB for the fiscal

years ended December 31, 2003, containing Buyer's balance sheet at December 31,

2002 and December 31, 2003 and statements of income, changes in shareholders'

equity and cash flows of Buyer for the three fiscal years ended December 31,

2002 certified by Dischino & Associates, P.C., Fairfield, New Jersey,

independent auditors and December 31, 2003 certified by Israeloff Trattner &

Co., independent auditors, respectively; (ii) quarterly reports in Form 10-QSB

for the three quarters ended March 31, June 30, and September 30, 2004,

respectively; and (iii) all Current Reports on Form 8-K filed by Buyer since

December 31, 2002 (collectively, the "Buyer's Reports"). All Buyer's Reports as

of their respective dates (i) comply in all material respects with the

requirements of the Exchange Act and the rules and regulations of the SEC

thereunder, (ii) do not contain any untrue statement of a material fact and

(iii) do not omit 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. All such financial statements, including

the related notes have been prepared in accordance with generally accepted

accounting principles applied on a consistent basis (except as indicated

therein) and fairly present the financial condition, assets and liabilities of

Buyer at the dates thereof and the results of operations and changes in

shareholders' equity and cash flows of Buyer for the periods stated therein,

subject, in the case of the interim financial statements, to normal and

recurring year-end audit adjustments and except that the interim financial

statements do not contain all of the notes required by generally accepted

accounting principles. In addition, Buyer does not have any material liability

or obligation, fixed, contingent, known, unknown or otherwise, not reflected in

the balance sheet included in the Buyer's Reports, and all provisions, reserves

and allowances provided for therein are adequate, except for liabilities or

obligations incurred between July 1, 2004 and the date of this Agreement in the

<PAGE>

ordinary and usual course of business consistent with the representations and

warranties set forth herein and that would not have been in conflict with

Section 7.3 hereof if they had been incurred between the date hereof and the

Closing.

Section 6.7. Full Disclosures; Absence of Material Changes. From the date

hereof through the Closing, except as disclosed in Exhibit 6.7 hereto and except

as otherwise permitted herein, Buyer has not sustained any damage, destruction

or loss, by reason of fire, explosion, earthquake, casualty, labor trouble,

requisition or taking of property by any government or agency thereof,

windstorm, embargo, riot, act of God or the public enemy, flood, volcanic

eruption, accident, other calamity or other similar or dissimilar event (whether

or not covered by insurance) adversely affecting the business, properties,

financial condition or operations of Buyer taken as a whole. The information

furnished by Buyer, or by any of the directors, officers, employees, agents,

accountants or representatives of Buyer to the Company and the Stockholders

pursuant to this Agreement (whether furnished prior to, at or subsequent to the

date hereof), the information contained in the Exhibits referred to in this

Agreement and the other information furnished to the Company and the

Stockholders by Buyer, or by any of the directors, officers, employees, agents,

accountants or representatives of Buyer at any time prior to the Closing

(pursuant to the request of the Stockholders or otherwise), does not and will

not contain any untrue statement of a material fact and does not and will not

omit to state any material fact necessary to make all such information not

misleading.

Section 6.8. Taxes. Buyer has prepared (or caused to be prepared) and

timely and properly filed (or caused to be timely and properly filed) with the

appropriate federal, state, provincial, municipal or local authorities (within

the U.S. or otherwise) all tax returns, information returns and other reports

required to be filed. Such tax returns are substantially complete and correct as

filed. Buyer has paid or accrued (or caused to be so paid or accrued) in full

all Taxes, interest, penalties, assessments or deficiencies, if any, due to, or

claimed to be due by, any taxing authority. The balance sheet included in the

Buyer's Reports include appropriate provisions for all such Taxes, interest,

penalties, assessments or deficiencies, if any, for the period indicated thereon

to the extent not theretofore paid. The Buyer has not executed or filed with any

taxing authority any agreement extending the period for assessment or collection

of any Taxes. The Buyer is not a party to any pending action or proceeding, nor

is any such action or proceeding threatened, by any governmental authority for

the assessment or collection of Taxes. There are no liens for federal, state,

local or foreign Taxes, and no claim for assessment or collection of Taxes has

been asserted against Buyer. To Buyer's best knowledge, there are no tax audits

currently in progress or not complete; the Buyer is not currently subject to an

election under Section 341(f) of the Internal Revenue Code; the transaction

contemplated by this Agreement will not obligate Buyer to make payments that are

not deductible pursuant to Section 280(G) of the Internal Revenue Code; the

Buyer has disclosed on its tax returns any positions that could give rise to a

"substantial understatement" of Federal income tax pursuant to Section 6662 of

the Internal Revenue Code; and the Buyer has never been a member of a group

filing a consolidated federal income tax return.

Section 6.9. Title to Assets. Buyer has good and marketable title to all of

its material properties and assets, free and clear of any material liens,

encumbrances, security agreements, equities, options, claims, charges, pledges,

restrictions, encroachments, defects in title and easements except for the

matters set forth on Exhibit 6.9 hereto. At the Closing, Buyer will have good

<PAGE>

and marketable title to such material properties and assets, free and clear of

any material liens, encumbrances, security agreements, equities, options,

claims, charges, pledges, restrictions, encroachments, defects in title and

easements except for those shown on Exhibit 6.9 hereto.

Section 6.10. Real Property. Buyer owns no real property. Buyer is a party

to the leases listed on Exhibit 6.10.

Section 6.11. Machinery and Equipment. Except as set forth on Exhibit 6.11,

Buyer owns or has adequate rights to all machinery and equipment currently used

by Buyer in the conduct of its business and to the best knowledge of Buyer, all

such machinery and equipment is in good operating condition and free from any

material defect, ordinary wear and tear excepted.

Section 6.12. Brokers. Except for G-V Capital Corp., a registered NASD

Member firm (the "Finder"), which will receive shares of Buyer's Common Stock as

compensation for advice to the Buyer in this transaction, Buyer has not

expressly or impliedly engaged any broker, finder or agent with respect to this

Agreement or any transaction contemplated hereby. It is understood that the

calculation of the Exchange Consideration will give effect to the issuance of

Buyer Common Stock to the Finder.

Section 6.13. Litigation. Except as set forth in Exhibit 6.13 hereto, there

is no litigation, suit, proceeding, action or claim at law or in equity, pending

or to Buyer's best knowledge threatened against or affecting Buyer or involving

any of its property or assets, before any court, agency, authority or

arbitration tribunal, including, without limitation, any product liability,

workers' compensation or wrongful dismissal claims, or claims, actions, suits or

proceedings relating to toxic materials, hazardous substances, pollution or the

environment. Except as set forth in such Exhibit 6.13 hereto, Buyer is not

subject to or in default with respect to any notice, order, writ, injunction or

decree of any court, agency, authority or arbitration tribunal.

Section 6.14. Compliance with Laws. To the best knowledge of Buyer, it has

complied with all laws, municipal by-laws, regulations, rules, orders,

judgments, decrees and other requirements and policies imposed by any

governmental authority applicable to it, its properties or the operation of its

business, except where the failure to comply will not have a material adverse

effect on the business, properties, financial condition or earnings of Buyer and

except as otherwise disclosed in Exhibit 6.14 hereto. Without limiting the

generality of the foregoing, to the best knowledge of Buyer, it is in material

compliance with:

(a) all laws relating to the protection of human health and safety,

including, without limitation, the Occupational Safety and Health Act

of 1970, as amended, and all material and applicable regulations and

standards issued thereunder by the Secretary of Labor or the

Occupational Safety and Health Administrator or other governmental

agency or authority acting at any time thereunder;

(b) all material and applicable laws relating to protection of the

environment, including, without limitation, RCRA and CERCLA;

<PAGE>

Administration; and

(d) all material and applicable laws relating to equal employment

opportunity.

Buyer has not received any notice or citation for noncompliance with any of

the foregoing, and to the best knowledge of Buyer there exists no condition,

situation or circumstance, nor has there existed such a condition, situation or

circumstance which, after notice or lapse of time, or both, would constitute

noncompliance with regard to any of the foregoing.

Section 6.15. Environmental Matters. Buyer has not stored and is not

storing any hazardous wastes, as defined by RCRA, for 90 days or more and except

as set forth in Exhibit 6.15:

(a) Buyer has not generated, stored, transported, recycled, disposed

of or otherwise handled in any way any waste material or hazardous

substance for itself or for any other person or entity, nor has any

other person or entity stored, transported, recycled, disposed of or

otherwise handled in any way any waste material or hazardous

substances for Buyer;

(b) to the best knowledge of Buyer, there are no locations where any

waste material or hazardous substances from the operation of Buyer has

been stored, treated, recycled or disposed of;

any expenditure to achieve or maintain compliance with any

environmental standard; and

(d) Buyer has no knowledge of any information indicating that any

person, including any employee, may have impaired health or that the

environment may have been damaged as the result of the operation of

the business of Buyer or as the result of the release of Contaminants

from the Buyer Premises. For these purposes, the term "Contaminants"

includes any pollutant, waste materials, petroleum and petroleum

products and hazardous substances, as defined by CERCLA.

Section 6.16. Licenses, Permits and Approvals. Exhibit 6.16 constitutes a

true and complete list of all material licenses, permits, approvals,

qualifications or the like, issued or to be issued to Buyer by any government or

any governmental unit, agency, body or instrumentality, whether federal, state,

provincial, municipal or local (within the U.S. or otherwise) necessary for the

conduct of its trade or business, and all such items are in full force and

effect. No registration with, approval by, consent or clearance from or

prenotification to any governmental agency is required in connection with the

execution and performance of this Agreement by Buyer except as set forth on

Exhibit 6.16.

Section 6.17. True Copies. All documents furnished or caused to be

furnished to the Company and the Stockholders by Buyer are true and correct

copies, and there are no amendments or modifications thereto except as set forth

in such documents.

<PAGE>

Section 6.18. Buyer's Common Stock. As and when required by the provisions

of this Agreement and subject to the terms and conditions hereof, Buyer will

reserve for issuance and issue shares of Buyer's Common Stock. The shares of

Buyer's Common Stock to be issued in accordance with this Agreement will have

been duly authorized and, upon such issuance, will be validly issued, fully paid

and nonassessable.

Section 6.19. Interest in the Company. Buyer does not own, directly or

indirectly (within the meaning of ss.318 of the Internal Revenue Code of 1986,

as amended), nor has it owned during the past 5 years, directly or indirectly

(within the meaning of ss.318 of the Internal Revenue Code of 1986, as amended)

any stock of the Company.

Section 6.20. Disposition of the Company's Shares. Buyer has no plan or

intention to sell or otherwise dispose of any of the assets of the Company

acquired in the transactions contemplated by this Agreement, except for

dispositions made in the normal and usual course of business. Buyer has no plan

or intention to reacquire any of Buyer's Common Stock and Buyer has no plan or

intention to sell or otherwise dispose of any of the Common Stock, or to

liquidate or dissolve the Company.

Section 6.21. Issuance of Stock. Buyer has no plan or present intention to

cause or permit the Company to issue additional shares of its stock that would

result in Buyer losing control of the Company within the meaning of section

368(c) of the Internal Revenue Code of 1986, as amended (the "Code").

Section 6.22. Company's Historic Business. The Buyer intends to continue

the Company's historic business.

Section 6.23. Employee Benefit Plans. Buyer does not currently have in

effect nor has Buyer had in effect since the filing of its original certificate

of incorporation any employee retirement benefit plan including but not limited

to any ERISA type plan.

Section 6.24. Reporting Company Status. Buyer is registered under Section

12(g) of the Securities Exchange Act of 1934, is required to file reports under

Sections 13 and 15 under such Exchange Act with the Securities and Exchange

Commission and has complied with all filing requirements required thereto.

Section 6.25. Claims. Buyer has no knowledge of any pending or threatened

claims against the Buyer.

Section 6.26. Intellectual Property.

(a) Buyer (which, as presently constituted, has no subsidiaries) owns,

or is licensed or otherwise possesses legally enforceable rights to

use all patents, trademarks, trade names, service marks, copyrights

and any applications therefor, technology, know-how, computer software

programs or applications, and tangible or intangible proprietary

information or materials that are used in the business of Buyer as

currently conducted, except for any such failures to own,

<PAGE>

be licensed or possess that, individually or in the aggregate, are not

reasonably likely to have a Material Adverse Effect.

(b) Except as disclosed in Buyer's Reports, or as is not reasonably

likely to have a Material Adverse Effect (as that term is defined in

Section 4.20(b):

(i) Buyer is not, nor will it be as a result of the execution and

delivery of this Agreement or the performance of Buyer's obligations

hereunder, in violation of any licenses, sublicenses and other

agreements as to which Buyer is a party and pursuant to it is

authorized to use any third-party patents, trademarks, service marks

and copyrights ("Buyer Third-Party Intellectual Property Rights");

(ii) no claims with respect to the patents, registered and material

unregistered trademarks as well as service marks, registered

copyrights, trade names, any applications therefor owned by Buyer (the

"Buyer Intellectual Property Rights"), any trade secret material to

Buyer, or Buyer Third-Party Intellectual Property Rights to the extent

arising out of any use, reproduction or distribution of such Buyer

Third Party Intellectual Property Rights by or through Buyer, are

currently pending or, to the knowledge of Buyer, are overtly

threatened by any person;

(iii) Buyer does not know of any valid grounds for any bona fide

claims (A) to the effect that the manufacture, sale, licensing or use

of any product as now used, sold or licensed or proposed for use, sale

or license by Buyer, infringes on any copyright, patent, trademark,

service mark or trade secret of any third party other than Buyer; (B)

against the use by Buyer, of any trademarks, trade names, trade

secrets, copyrights, patents, technology, know-how or computer

software programs and applications of any third party used in the

business of Buyer as currently conducted or as proposed to be

conducted; (C) challenging the ownership, validity or effectiveness of

any Buyer Intellectual Property Rights or other trade secret material

to Buyer; or (D) challenging the license or legally enforceable right

to the use of the Buyer Third-Party Intellectual Rights by Buyer; and

(iv) to the knowledge of Buyer, all patents, registered trademarks and

service marks as well as copyrights held by Buyer are valid,

enforceable and subsisting.

Section

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