Agreement and Plan of Merger

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                                                                     Exhibit 2-1


                          Agreement and Plan of Merger

     AGREEMENT AND PLAN OF MERGER, dated as of August 15, 2003 (the
"Agreement"), among Irvine Pacific Corporation, a Colorado corporation, ("IPC"),
IPC MERGER SUB, INC., a California corporation and wholly owned subsidiary of
IPC ("Merger Sub"), Kanona Moeai, Jr. ("Shareholder") and HOLLYWOOD PREVIEWS,
INC., a California corporation (the "Company"). IPC, Shareholder, Merger Sub and
the Company are collectively referred to herein as the "Parties." IPC,
Shareholder and Merger Sub are sometimes referred to herein collectively as the
"IPC Parties."

                                    RECITALS:

     WHEREAS, the respective boards of directors of each of IPC, Merger Sub and
the Company have approved the merger of Merger Sub with and into the Company
(the "Merger") and approved the Merger upon the terms and subject to the
conditions set forth in this Agreement;

     WHEREAS, Shareholder is the beneficial owner of a majority of the
outstanding shares of IPC and will benefit from the transaction contemplated
herein;

     WHEREAS, it is intended that, for federal income tax purposes, the Merger
shall qualify as a reorganization under the provisions of Section 368(a) of the
Internal Revenue Code of 1986, as amended, and the rules and regulations
promulgated thereunder (the "Code"); and

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

     NOW, THEREFORE, in consideration of the premises and mutual promises herein
made, and in consideration of the representations, warranties, covenants and
agreements herein contained, and intending to be legally bound hereby, the
Parties agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

      1.1 Certain Definitions. The following terms shall, when used in this
Agreement, have the following meanings:

     "Acquisition" means the acquisition by a Person of any businesses, assets
or property other than in the ordinary course, whether by way of the purchase of
assets or stock, by merger, consolidation or otherwise.

     "Affiliate" means, with respect to any Person: (i) any Person directly or
indirectly owning, controlling, or holding with power to vote 10% or more of the
outstanding voting securities of such other Person (other than passive or
institutional investors); (ii) any Person 10% or more of whose outstanding
voting securities are directly or indirectly owned, controlled, or held with
power to vote, by such other Person; (iii) any Person directly or indirectly
controlling, controlled by, or under common control with such other Person; and
(iv) any officer, director or partner of such other Person. "Control" for the
foregoing purposes shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities or voting interests,
by contract or otherwise.

     "Business Day" means any day other than Saturday, Sunday or a day on which
banking institutions in Los Angeles, California, are required or authorized to
be closed.
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     "Code" means the United States Internal Revenue Code of 1986, as amended.
"Collateral Documents" mean the Exhibits and any other documents, instruments
and certificates to be executed and delivered by the Parties hereunder or
thereunder.

     "Commission" means the Securities and Exchange Commission or any Regulatory
Authority that succeeds to its functions.

     "Commissioner" means the Commissioner of Corporations of the State of
California.

     "Company Assets" mean all properties, assets, privileges, powers, rights,
interests and claims of every type and description that are owned, leased, held,
used or useful in the Company Business and in which the Company has any right,
title or interest or in which the Company acquires any right, title or interest
on or before the Closing Date, wherever located, whether known or unknown, and
whether or not now or on the Closing Date on the books and records of the
Company, but excluding any of the foregoing, if any, transferred prior to the
Closing pursuant to this Agreement or any Collateral Documents.

     "Company Business" means the developing, marketing and sale of video
magazines and other interactive digital media.

     "Company Common Stock" means the common shares of the Company. "Company
Shareholders" means, as of any particular date, the holders of Company Common
Stock on that date.

     "Encumbrance" means any material mortgage, pledge, lien, encumbrance,
charge, security interest, security agreement, conditional sale or other title
retention agreement, limitation, option, assessment, restrictive agreement,
restriction, adverse interest, restriction on transfer or exception to or
material defect in title or other ownership interest (including restrictive
covenants, leases and licenses).

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder.

     "GAAP" means United States generally accepted accounting principles as in
effect from time to time.

     "IPC Assets" mean all properties, assets, privileges, powers, rights,
interests and claims of every type and description that are owned, leased, held,
used or useful in the IPC Business and in which IPC or any of its Subsidiaries
has any right, title or interest or in which IPC or any of its Subsidiaries
acquires any right, title or interest on or before the Closing Date, wherever
located, whether known or unknown, and whether or not now or on the Closing Date
on the books and records of IPC or any of its Subsidiaries. "IPC Business" means
the business conducted by IPC and its Subsidiaries. "IPC Common Stock" means the
common shares of IPC.

     "IPC Securities Filings" means IPC's Registration Statement on Form 10-SB
and its quarterly reports on Form 10-QSB, and all other reports filed and to be
filed with the Commission prior to the Effective Time.

     "Legal Requirement" means any statute, ordinance, law, rule, regulation,
code, injunction, judgment, order, decree, ruling, or other requirement enacted,
adopted or applied by any Regulatory Authority, including judicial decisions
applying common law or interpreting any other Legal Requirement.
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     "Losses" shall mean all damages, awards, judgments, assessments, fines,
sanctions, penalties, charges, costs, expenses, payments, diminutions in value
and other losses, however suffered or characterized, all interest thereon, all
costs and expenses of investigating any claim, lawsuit or arbitration and any
appeal therefrom, all actual attorneys', accountants' investment bankers' and
expert witness' fees incurred in connection therewith, whether or not such
claim, lawsuit or arbitration is ultimately defeated and, subject to Section
9.4, all amounts paid incident to any compromise or settlement of any such
claim, lawsuit or arbitration.

     "Liability" means any liability or obligation (whether known or unknown,
whether asserted or unasserted, whether absolute or contingent, whether accrued
or unaccrued, whether liquidated or unliquidated, and whether due or to become
due), including any liability for Taxes.

     "Material Adverse Effect" means a material adverse effect on (i) the
assets, Liabilities, properties or business of the Parties, (ii) the validity,
binding effect or enforceability of this Agreement or the Collateral Documents
or (iii) the ability of any Party to perform its obligations under this
Agreement and the Collateral Documents; provided, however, that none of the
following shall constitute a Material Adverse Effect on the Company: (i) the
filing, initiation and subsequent prosecution, by or on behalf of shareholders
of any Party, of litigation that challenges or otherwise seeks damages with
respect to the Merger, this Agreement and/or transactions contemplated thereby
or hereby, (ii) occurrences due to a disruption of a Party's business as a
result of the announcement of the execution of this Agreement or changes caused
by the taking of action required by this Agreement, (iii) general economic
conditions, or (iv) any changes generally affecting the industries in which a
Party operates.

     "Merger Shares" means the shares of IPC Common Stock deliverable by IPC in
exchange for Company Common Stock pursuant to Section 2.6. "Permit" means any
license, permit, consent, approval, registration, authorization, qualification
or similar right granted by a Regulatory Authority.

     "Permitted Liens" means (i) liens for Taxes not yet due and payable or
being contested in good faith by appropriate proceedings; (ii) rights reserved
to any Regulatory Authority to regulate the affected property; (iii) statutory
liens of banks and rights of set-off; (iv) as to leased assets, interests of the
lessors and sublessors thereof and liens affecting the interests of the lessors
and sublessors thereof; (v) inchoate materialmen's, mechanics', workmen's,
repairmen's or other like liens arising in the ordinary course of business; (vi)
liens incurred or deposits made in the ordinary course in connection with
workers' compensation and other types of social security; (vii) licenses of
trademarks or other intellectual property rights granted by the Company or IPC,
as the case may be, in the ordinary course and not interfering in any material
respect with the ordinary course of the business of the Company or IPC, as the
case may be; and (viii) as to real property, any encumbrance, adverse interest,
constructive or other trust, claim, attachment, exception to or defect in title
or other ownership interest (including, but not limited to, reservations, rights
of entry, rights of first refusal, possibilities of reverter, encroachments,
easement, rights-of-way, restrictive covenants, leases, and licenses) of any
kind, which otherwise constitutes an interest in or claim against property,
whether arising pursuant to any Legal Requirement, under any contract or
otherwise, that do not, individually or in the aggregate, materially and
adversely affect or impair the value or use thereof as it is currently being
used in the ordinary course.

     "Person" means any natural person, corporation, partnership, trust,
unincorporated organization, association, limited liability company, Regulatory
Authority or other entity.
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     "Proposed Acquisition" means any of the following transactions (other than
the transactions contemplated by this Agreement): (i) a merger, consolidation,
business combination, recapitalization, liquidation, dissolution or similar
transaction involving the Company pursuant to which the shareholders of the
Company immediately preceding such transaction hold less than 50% of the
aggregate equity interests in the surviving or resulting entity of such
transaction, (ii) a sale or other disposition by the Company of assets
representing in excess of 50% of the aggregate fair market value of the Company
Business immediately prior to such sale or (iii) the acquisition by any person
or group (including by way of a tender offer or an exchange offer or issuance by
the Company), directly or indirectly, of beneficial ownership or a right to
acquire beneficial ownership of shares representing in excess of 50% of the
voting power of the then outstanding shares of capital stock of the Company.

     "Regulatory Authority" means: (i) the United States of America; (ii) any
state, commonwealth, territory or possession of the United States of America and
any political subdivision thereof (including counties, municipalities and the
like); (iii) Canada and any other foreign (as to the United States of America)
sovereign entity and any political subdivision thereof; or (iv) any agency,
authority or instrumentality of any of the foregoing, including any court,
tribunal, department, bureau, commission or board.

     "Representative" means any director, officer, employee, agent, consultant,
advisor or other representative of a Person, including legal counsel,
accountants and financial advisors.

     "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations thereunder.

     "Subsidiary" of a specified Person means (a) any Person if securities
having ordinary voting power (at the time in question and without regard to the
happening of any contingency) to elect a majority of the directors, trustees,
managers or other governing body of such Person are held or controlled by the
specified Person or a Subsidiary of the specified Person; (b) any Person in
which the specified Person and its subsidiaries collectively hold a 50% or
greater equity interest; (c) any partnership or similar organization in which
the specified Person or subsidiary of the specified Person is a general partner;
or (d) any Person the management of which is directly or indirectly controlled
by the specified Person and its Subsidiaries through the exercise of voting
power, by contract or otherwise.

    "Tax" means any U.S. or non U.S. federal, state, provincial, local or
foreign income, gross receipts, license, payroll, employment, excise, severance,
stamp, occupation, premium, windfall profits, environmental, customs duties,
capital, franchise, profits, withholding, social security (or similar),
unemployment, disability, real property, personal property, intangible property,
recording, occupancy, sales, use, transfer, registration, value added minimum,
estimated or other tax of any kind whatsoever, including any interest, additions
to tax, penalties, fees, deficiencies, assessments, additions or other charges
of any nature with respect thereto, whether disputed or not.

    "Tax Return" means any return, declaration, report, claim for refund or
credit or information return or statement relating to Taxes, including any
schedule or attachment thereto, and including any amendment thereof. "Treasury
Regulations" means regulations promulgated by the U.S. Treasury Department under
the Code.

    1.2 Other Definitions. The following terms shall, when used in this
Agreement, have the meanings assigned to such terms in the Sections indicated.

Term...............................................................    Schedule
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"Agreement"........................................................    Preamble
"Certificate of Merger" ...........................................         2.5
"CCC"..............................................................         2.1
"Closing"..........................................................         2.8
"Closing Date".....................................................         2.8
"Company Common Stock" ............................................       2.6(d)
"Company Certificates".............................................       2.7(a)
"Company Financial Statements" ....................................         3.8
"Company Intellectual Property Rights" ............................         3.6
"Conversion" ......................................................   2.6(a)(ii)
"Current Market Price".............................................       2.6(d)
"Dissenting Shares"................................................         2.8
"Effective Time"...................................................         2.5
"Excluded Shares"..................................................       2.6(a)
"IPC Parties"......................................................     Preamble
"Material Company Contract" .......................................         3.4
"Material IPC Contract"............................................         4.4
"Merger" ..........................................................         2.1
"Options"..........................................................       3.2(b)
"Parties"..........................................................     Preamble
"Preferred Stock" .................................................       3.2(a)
"Shareholder Meeting"..............................................         5.4
"Surviving Corporation"............................................         2.1

                                   ARTICLE II
                                   THE MERGER

     2.1 Merger; Surviving Corporation. In accordance with and subject to the
provisions of this Agreement and the California Corporations Code ("CCC"), at
the Effective Time, the Merger Sub shall be merged with and into the Company
(the "Merger"), and the Company shall be the surviving corporation in the Merger
(hereinafter sometimes called the "Surviving Corporation") and shall continue
its corporate existence under the laws of the State of California. At the
Effective Time, the separate existence of the Merger Sub shall cease. All
properties, franchises and rights belonging to the Company and Merger Sub, by
virtue of the Merger and without further act or deed, shall be vested in the
Surviving Corporation, which shall thenceforth be responsible for all the
liabilities and obligations of each of Merger Sub and the Company.

     2.2 Articles of Incorporation. The Company's articles of incorporation, as
in effect at the Effective Time, shall continue in full force and effect as the
articles of incorporation of the Surviving Corporation until altered or amended
as provided therein or by law.

     2.3 By-Laws. The Company's by-laws, as in effect at the Effective Time,
shall be the by-laws of the Surviving Corporation until altered, amended or
repealed as provided therein or by law.

     2.4 Directors and Officers. The directors of the Company prior to the
Effective Time shall be the directors of the Surviving Corporation. The members
of the board of directors of the Surviving Corporation shall serve thereafter in
accordance with the articles of incorporation and by-laws of the Surviving
Corporation and the CCC. The officers of the Company prior to the Effective Time
shall continue to serve as officers of the Surviving Corporation in accordance
with the articles of incorporation and by-laws of the Surviving Corporation and
the CCC.

     2.5 Effective Time. The Merger shall become effective at the time and date
that the agreement of merger with an officers' certificate of each of the Merger
Sub and the Company (the "Certificate of Merger"), in form and substance
acceptable to the Parties, is accepted for filing by the Secretary of State of
the State of California in accordance with the provisions of Section 1103 of the
CCC. The Certificate of Merger shall be executed by the
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Merger Sub and the Company and delivered to the Secretary of State of the State
of California for filing on the Closing Date. The date and time when the Merger
becomes effective are referred to herein as the "Effective Time."

    2.6 Merger Shares; Conversion and Cancellation of Securities.

           (a) Conversion of Company Common Stock. At the Effective Time, all
shares of Company Common Stock outstanding immediately before the Effective
Time, other than shares described in Section 2.6(b) and other than Dissenting
Shares, collectively, the "Excluded Shares", shall be converted, by virtue of
the Merger, into 55,494,571 shares of IPC Common Stock (the "Merger Shares") so,
that the holders of Company Common Stock will own 97% of IPC's issued and
outstanding capital stock on a fully diluted basis as of the Effective Date
after giving effect to the Merger, and the note conversion referred to below,
subject to the following:

                (i) the allocation of the Merger Shares among the Company
Shareholders excluding the holders of Dissenting Shares shall be as set forth on
Exhibit 2.6 to be delivered to IPC at least one business day prior to the
Closing;
                (ii) the conversion (the "Conversion") by the Company's
noteholders immediately prior to the Closing of all outstanding notes owed by
the Company into 1,689,500 shares of common stock;

                (iii) The cancellation (the "Cancellation") by the Company
immediately prior to the Closing of 11,000,000 shares of IPC Common Stock;

                (iv) the conversion or cancellation prior to the Closing of all
outstanding shares of Preferred Stock of the Company; and (i)If between the date
of this Agreement and the Closing Date, IPC shall declare a stock split or
declare a dividend on IPC Common Stock payable in IPC Common Stock (or set a
record date with respect thereto), the number of Merger Shares determined above
shall be adjusted to reflect fully the appropriate effect of any such
subdivision, combination or dividend.

     At the Effective Time, all Company Shares shall no longer be outstanding
and shall be cancelled and retired and shall cease to exist, and each
certificate formerly representing any Company Common Stock (other than Excluded
Shares) shall thereafter represent only the right to the Merger Shares and any
distribution or dividend pursuant to Section 2.6(e).

           (b) Treasury Shares, Etc. Each share of Company Common Stock held in
the treasury of the Company and each share of Company Common Stock, if any, held
by IPC or any Subsidiary of IPC or of the Company immediately before the
Effective Time shall be cancelled and extinguished, and nothing shall be issued
or paid in respect thereof.

           (c) Fractional Shares. No certificates or scrip evidencing fractional
shares of IPC Common Stock shall be issued in exchange for Company Common Stock.
All fractional shares amounts shall be rounded up to the nearest whole share.
Surrender of Company Certificates.

           (d) Exchange Procedures. Promptly after the Effective Time, IPC or
its appointed designee shall mail to each holder of a certificate or
certificates of Company Common Stock ("Company Certificates") whose shares are
converted into the right to receive the Merger Shares, (i) a letter of
transmittal (which shall specify that delivery shall be effected, and risk of
loss and title to the Company Certificates shall pass to IPC, only upon delivery
of the Company Certificates to IPC and which shall be in such form and have such
other provisions as IPC may reasonably specify) and (ii) instructions for use in
effecting the surrender of the Company Certificates in exchange for the Merger
Shares and any dividends or other distributions
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pursuant to Section 2.6(e). Upon surrender of Company Certificates for
cancellation to IPC, together with such letter of transmittal, duly completed
and validly executed in accordance with the instructions thereto, the holders of
such Company Certificates shall be entitled to receive the Merger Shares in
exchange therefor and any dividends or distributions payable pursuant to Section
2.6(e), and the Company Certificates so surrendered shall forthwith be canceled.
Until so surrendered, outstanding Company Certificates will be deemed from and
after the Effective Time, for all corporate purposes, subject to Section 2.8, to
evidence the ownership of the number of full shares of IPC Common Stock into
which such shares of the Company Common Stock shall have been so converted and
any dividends or distributions payable pursuant to Section 2.6(e).
Notwithstanding the foregoing, if any Company Certificate is lost, stolen,
destroyed or mutilated, such holder shall provide evidence reasonably
satisfactory to IPC as to such loss, theft, destruction or mutilation and an
affidavit in form and substance satisfactory to IPC, and, thereupon, such holder
shall be entitled to receive the Merger Shares in exchange therefor and any
dividends or distributions payable pursuant to Section 2.6(e), and the Company
Certificates so surrendered shall forthwith be canceled.

           (e) Distributions With Respect to Unexchanged Shares. No dividends or
other distributions declared or made after the date of this Agreement with
respect to IPC Common Stock with a record date after the Effective Time, will be
paid to the holders of any unsurrendered Company Certificates with respect to
the shares of IPC Common Stock represented thereby until the holders of record
of such Company Certificates shall surrender such Company Certificates or, in
the case of any Company Certificate which is lost, stolen, destroyed or
mutilated, an affidavit in form and substance satisfactory to IPC. Subject to
applicable law, following surrender of any such Company Certificates or delivery
of such affidavit, IPC shall deliver to the record holders thereof, without
interest, the Merger Shares hereof and the amount of any such dividends or other
distributions with a record date after the Effective Time payable with respect
to such whole shares of IPC Common Stock.

          (f) Transfers of Ownership. If certificates for shares of IPC Common
Stock are to be issued in a name other than that in which the Company
Certificates surrendered in exchange therefor are registered, it will be a
condition of the issuance thereof that the Company Certificates so surrendered
will be properly endorsed and otherwise in proper form for transfer and that the
persons requesting such exchange will have paid to IPC or any agent designated
by it any transfer or other taxes required by reason of the issuance of
certificates for shares of IPC Preferred Stock in any name other than that of
the registered holder of the Company Certificates surrendered, or established to
the satisfaction of IPC or any agent designated by it that such tax has been
paid or is not payable.

           (g) Required Withholding. In connection with any payment to any
holder or former holder of the Company Common Stock, each of IPC and the
Surviving Corporation shall be entitled to deduct and withhold from any
consideration payable or otherwise deliverable pursuant to this Agreement to any
holder or former holder of the Company Common Stock such amounts as may be
required to be deducted or withheld therefrom under the Code or under any
provision of state, local or foreign tax law or under any other applicable laws.
To the extent such amounts are so deducted or withheld, such amounts shall be
treated for all purposes under this Agreement as having been paid to the person
to whom such amounts would otherwise have been paid.

           (h) No Liability. Notwithstanding anything to the contrary in this
Section 0, neither IPC, the Surviving Corporation nor any party hereto shall be
liable to any Person for any amount properly paid to a public official pursuant
to any applicable abandoned property, escheat or similar law. If any Company
Certificate shall not have been surrendered prior to the
<PAGE>
date immediately prior to the date on which such property would otherwise
escheat to or become the property of any Governmental or Regulatory Authority,
any such property, to the extent permitted by applicable law, shall become the
property of the Surviving Corporation, free and clear of all claims or interest
of any person previously entitled thereto.

           (i) Termination. Any holders of the Company Certificates who have not
complied with this ARTICLE II shall look only to IPC or the Surviving
Corporation for, and IPC and the Surviving Corporation shall remain liable for,
payment of their claim for Merger Shares and any dividends or distributions with
respect to IPC Common Stock, without interest thereon.

     2.7 Stock Transfer Books. At the Effective Time, the stock transfer books
of the Company shall be closed, and there shall be no further registration of
transfers of shares of Company Common Stock thereafter on the records of the
Company.

     2.8 Dissenting Shares. Shares of Company Common Stock which are issued and
outstanding immediately prior to the Effective Time and which are held by
persons who have properly exercised, and not withdrawn or waived, appraisal
rights with respect thereto in accordance with Chapter 1300 of the California
General Corporation Laws, (the "Dissenting Shares"), will not be converted into
the right to receive the Merger Shares, and holders of such shares of Company
Common Stock will be entitled, in lieu thereof, to receive payment of the
appraised value of such shares of Company Common Stock in accordance with the
provisions of such Chapter 1300 unless and until such holders fail to perfect or
effectively withdraw or lose their rights to appraisal and payment under the
California General Corporation Laws. If, after the Effective Time, any such
holder fails to perfect or effectively withdraws or loses such right, such
shares of Company Common Stock will thereupon be treated as if they had been
converted at the Effective Time into the right to receive the Merger Shares,
without any interest thereon. The Company will give IPC prompt notice of any
demands received by the Company for appraisal of shares of Company Common Stock.
Prior to the Effective Time, the Company will not, except with the prior written
consent of IPC make any payment with respect to, or settle or offer to settle,
any such demands.

     2.9 Restriction on Transfer. The Merger Shares may not be sold,
transferred, or otherwise disposed of without registration under the Act or an
exemption there from, and that in the absence of an effective registration
statement covering the Merger Shares or any available exemption from
registration under the Act, the Merger Shares must be held indefinitely. The
Company Shareholders are aware that the Merger Shares may not be sold pursuant
to Rule 144 promulgated under the Act unless all of the conditions of that Rule
are met. Among the conditions for use of Rule 144 may be the availability of
current information to the public about IPC.

     1.5  Restrictive Legend.  All certificates representing the Merger Shares
shall contain the following legend:

          "THE SECURITIES REPRESENTED BY THIS CERTIFICATE, INCLUDING CERTAIN
          VOTING AND TRANSFER RIGHTS WITH RESPECT THERETO, ARE SUBJECT TO THE
          TERMS OF AN AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST __, 2003,
          AMONG IRVINE PACIFIC CORPORATION, IPC MERGER SUB, INC., HOLLYWOOD
          PREVIEWS, INC. AND KANONA MOEAI, JR., A COPY OF WHICH IS ON FILE IN
          THE PRINCIPAL OFFICE OF THE ISSUER. FURTHER, THE SECURITIES
          REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, OR
          OTHERWISE DISPOSED OF WITHOUT REGISTRATION UNDER THE ACT OR AN
          EXEMPTION THERE FROM."
<PAGE>
     2.10 Closing. The closing of the transactions contemplated by this
Agreement and the Collateral Documents (the "Closing") shall take place at the
offices of Loeb & Loeb LLP, 10100 Santa Monica Boulevard, Suite 2200, Los
Angeles, California 90067, or at such other location as the parties may agree at
11:00 a.m., Pacific Time on the agreed by the Parties hereto (the "Closing
Date"), it being understood and agreed that the closing shall be deemed to occur
simultaneously with the execution of this Agreement.

                                   ARTICLE III
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company represents and warrants to IPC that the statements contained in
this ARTICLE III are correct and complete as of the date of this Agreement and,
except as provided in Section 7.1, will be correct and complete as of the
Closing Date (as though made then and as though the Closing Date were
substituted for the date of this Agreement throughout this ARTICLE III, except
in the case of representations and warranties stated to be made as of the date
of this Agreement or as of another date and except for changes contemplated or
permitted by this Agreement).

     3.1 Organization and Qualification. The Company and each of its
Subsidiaries, collectively referred to herein as the Company, is a corporation
duly organized, validly existing and in good standing under the laws of its
respective jurisdiction of organization. The Company has all requisite power and
authority to own, lease and use its assets as they are currently owned, leased
and used and to conduct its business as it is currently conducted. The Company
is duly qualified or licensed to do business in and is in good standing in each
jurisdiction in which the character of the properties owned, leased or used by
it or the nature of the activities conducted by it make such qualification
necessary, except any such jurisdiction where the failure to be so qualified or
licensed would not have a Material Adverse Effect on the Company or a material
adverse effect on the validity, binding effect or enforceability of this
Agreement or the Collateral Documents or the ability of the Company to perform
its obligations under this Agreement or any of the Collateral Documents.

     3.2 Capitalization.

           (a) The authorized, issued and outstanding capital stock and other
ownership interests of the Company consists of shares of 100,000,000 shares of
common stock, no par value of which 49,348,333 shares were outstanding as of the
close of business on the Closing Date, and 5,000,000 shares of Preferred Stock,
no par value per share (the "Preferred Stock"), of which no shares will be
outstanding as of the close of business on the Closing Date. All of the
outstanding Company Common Stock and Preferred Stock have been duly authorized
and are validly issued, fully paid and nonassessable.

           (b) Schedule 3.2(b)(i) lists all outstanding or authorized options,
warrants, purchase rights, preemptive rights or other contracts or commitments
that could require the Company to issue, sell, or otherwise cause to become
outstanding any of its capital stock or other ownership interests (collectively
"Options").

           (c) All of the issued and outstanding shares of Company Common Stock
have been duly authorized and are validly issued and outstanding, fully paid and
nonassessable and have been issued in compliance with applicable securities laws
and other applicable Legal Requirements or transfer restrictions under
applicable securities laws.

     3.3 Authority and Validity. The Company has all requisite corporate power
to execute and deliver, to perform its obligations under, and to consummate the
transactions contemplated by, this Agreement (subject to the approval of the
Company Shareholders as contemplated by Section 6.6 and to
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receipt of any consents, approvals, authorizations or other matters referred to
in Sections 6.4 and 6.5). The execution and delivery by the Company of, the
performance by the Company of its obligations under, and the consummation by the
Company of the transactions contemplated by, this Agreement have been duly
authorized by all requisite action of the Company (subject to the approval of
the Company Shareholders as contemplated by Section 6.6). This Agreement has
been duly executed and delivered by the Company and (assuming due execution and
delivery by the IPC Parties and approval by the Company Shareholders) is the
legal, valid, and binding obligation of the Company, enforceable against it in
accordance with its terms, except that such enforcement may be subject to (i)
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting or relating to enforcement of creditors' rights generally and (ii)
general equitable principles. Upon the execution and delivery of the Collateral
Documents by each Person (other than the IPC Parties) that is required by this
Agreement to execute, or that does execute, this Agreement or any of the
Collateral Documents, and assuming due execution and delivery thereof by the IPC
Parties, the Collateral Documents will be the legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with
their respective terms, except that such enforcement may be subject to (i)
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting or relating to enforcement of creditors' rights generally and (ii)
general equitable principles.

    3.4 No Breach or Violation. Subject to obtaining the consents, approvals,
authorizations, and orders of and making the registrations or filings with or
giving notices to Regulatory Authorities and Persons identified herein, the
execution, delivery and performance by the Company of this Agreement and the
Collateral Documents to which it is a party, and the consummation of the
transactions contemplated hereby and thereby in accordance with the terms and
conditions hereof and thereof, do not and will not conflict with, constitute a
violation or breach of, constitute a default or give rise to any right of
termination or acceleration of any right or obligation of the Company under, or
result in the creation or imposition of any Encumbrance upon the Company,