Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this “ Agreement ”), dated as of March 31, 2009, is by and among ARTHUR KAPLAN COSMETICS, INC., a Nevada corporation (“ AKC ”), PLANTATION ACQUISITION, INC., a Nevada corporation (“ Merger Sub ”), PLANTATION EXPLORATION, INC., a Texas corporation (“ Company ”), and the SHAREHOLDERS (the persons who are defined as Shareholders in Article III, who are all of the shareholders of Company).  Certain terms used herein are defined in Article III.

A.           Subject to the provisions of this Agreement and the satisfaction of the conditions to this Agreement, the Merger Sub, a wholly owned subsidiary of AKC, shall be merged with and into the Company, at the Effective Time provided for in §1.02 (the “ Merger ”), with the result that, effective with and following the Merger, the Merger Sub shall cease to exist and the Company shall become and thereafter be a wholly owned subsidiary of AKC.  All shares of capital stock of the Company (the “ Company Shares ”) issued and outstanding prior to the Merger shall be converted into common stock of AKC (“ AKC Common Stock ”) and options to purchase AKC Common Stock pursuant to Article II.

B.           The parties desire to enter into this Agreement for the purpose of setting forth the terms and conditions relating to the Merger.

NOW, THEREFORE, in consideration of the premises and of the mutual terms, conditions and other provisions herein contained, the parties agree as follows:

§1.01   Merger .  Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Texas Business Corporation Act of the State of Texas (the “ TBCA ”), at the Effective Time (as defined below), the Merger Sub shall be merged with and into the Company.  As a result of the Merger, the separate existence of the Merger Sub shall cease and the Company shall become and thereafter continue as the surviving corporation in the Merger (the “ Surviving Company ”).

§1.02   Effective Time .  Concurrently with the Closing (as defined below), the parties shall cause the Merger to be consummated by filing Articles of Merger (the “ Articles of Merger ”) with the Secretary of State of the State of Texas (the “ Texas Secretary of State ”) in such form as required by, and executed in accordance with, the relevant provisions of the TBCA (the effective date and time of such filing is hereinafter referred to as the “ Effective Time ”).  The Articles of Merger filing will result in the date of the Closing being the effective date of the Merger.

§1.03   Effect of Merger .  At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the TBCA.  Without limiting the generality of the TBCA, and subject to its provisions, at the Effective Time, all the property, interests, assets, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Company, and all debts, liabilities, duties and obligations of the Company and Merger Sub shall become the debts, liabilities, duties and obligations of the Surviving Company.

§1.04   Articles of Incorporation; Bylaws .  At the Effective Time, the Articles of Incorporation and the Bylaws of the Company shall become and thereafter be the Articles of Incorporation and the Bylaws of the Surviving Company until thereafter amended as provided by Law and such Articles of Incorporation and Bylaws of the Surviving Company.

§1.05   Taking Necessary Action; Further Action .  AKC, Merger Sub, the Company and the Shareholders, respectively, shall use their best efforts to take all such action as may be necessary or appropriate to effectuate the Merger under the TBCA and Nevada law at the Effective Time.  If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company with full right, title and possession to all properties, interests, assets, rights, privileges, immunities, powers and franchises of either of Company or Merger Sub, then the officers of the Surviving Company shall be fully authorized in the name of each of Company and Merger Sub or otherwise to take, and shall take, all such lawful and necessary action.

§1.06   Closing .  The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall be held as promptly as practicable but not more than two (2) business days following the satisfaction of, or waiver by the party entitled to satisfaction of, all conditions precedent to the Merger specified in this Agreement, unless duly waived by the party entitled to satisfaction thereof.  The Closing shall take place at the offices of Cane Clark, LLP, 3273 E. Warm Springs, Rd., Las Vegas, Nevada, at such time and on such date within such period of two (2) business days as the parties may mutually agree.

§2.01   Effect on Shares .  At the Effective Time, by virtue of the Merger and without any further action on the part of AKC, Merger Sub, the Company or the Shareholders:

(a)           Each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of capital stock, no par value per share, of the Surviving Corporation, such that AKC shall be the holder of all of the issued and outstanding shares of capital stock of the Surviving Corporation following the Merger.

(b)           One hundred percent (100%) of the Company Shares issued and outstanding immediately prior to the Effective Time and held of record by any of the Shareholders shall be canceled and extinguished and automatically converted into the right to receive an aggregate of 2,000,000 shares of AKC Common Stock (the “ Merger Shares ”), with each of the Shareholders being entitled to receive its, his or her pro rata share of the Merger Shares based on its, his or her proportionate share of the outstanding Company Shares being canceled and extinguished.

§2.02   Delivery of Merger Shares .

(a)           Within a reasonable time after the Closing, each of the Shareholders shall be entitled to receive in exchange for its, his or her Company Shares a certificate representing that number of Merger Shares provided for it, him or her in §2.01(b).

 (b)           At and after the Effective Time, each of the Shareholders shall cease to have any rights as a Shareholder of the Company. All Merger Shares issued upon conversion of the Company Shares in accordance with the terms of this Agreement shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Company Shares.

As used in this Agreement, the following terms shall have the meanings set forth below (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

 “ Affiliate ” means, with respect to a given Person, a Person who controls, is controlled by or is under common control with, such Person.

“ Affiliated Group ” has the meaning described in Section 1504 of the Code, without regard to the exceptions contained in subsection (b) thereof.

“ Agreement ” is defined in the preamble.

“ AKC ” is defined in the preamble.

“ AKC Common Stock ” is defined in the preamble.

“ Articles of Merger ” is defined in §1.02.

“ Closing ” is defined in §1.06.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Company ” is defined in the preamble.

“ Company Balance Sheet ” is defined in §4.06(c).

“ Company Contract ” is defined in §4.09(a).

“ Company Financial Statements ” is defined in §4.06(b).

“ Company Shares ” is defined in the Recitals.

“ Company Organizational Documents ” is defined in §4.01.

“ Company Permits ” is defined in §4.05.

“ Company Reports ” is defined in §4.06(a).

“ Disclosure Schedule ” is the schedule which contains exceptions to specific representations and warranties contained in this Agreement.

“ Effective Time ” is defined in §1.02.

“ Employee Benefit Plans ” is defined in §4.10(a).

“Environmental Laws” means federal, state, local and foreign statutes, laws (including, without limitation, common law), judicial decisions, regulations, ordinances, rules, judgments, orders, codes, injunctions, permits, governmental agreements or governmental restrictions relating to relating to: (A) the protection, investigation or restoration of the environment or natural resources, (B) the handling, use, presence, disposal, Release or threatened Release of any Hazardous Substance or (C) noise, odor, indoor air, employee exposure, electromagnetic fields, wetlands, pollution, contamination or any injury or threat of injury to persons or property relating to any Hazardous Substance.

“ ERISA ” is defined in §4.10(a).

“ ERISA Affiliates ” means any trade or business (whether or not incorporated) that is part of the same controlled group, or under common control with, or part of an affiliated service group that includes, Company within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“ Expenses ” is defined in §10.03.

“ GAAP ” is defined in §4.06(b).

“ Governmental Entity ” means any federal, state, local or foreign government or any agency thereof.

“ Hazardous Substance ” means any "hazardous substance" and any "pollutant or contaminant" as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended ("CERCLA"); any "hazardous waste" as that term is defined in the Resource Conservation and Recovery Act ("RCRA"); and any "hazardous material" as that term is defined in the Hazardous Materials Transportation Act (49 U.S.C. ss. 1801 ET SEQ.), as amended (including as those terms are further defined, construed, or otherwise used in rules, regulations, standards, orders, guidelines, directives, and publications issued pursuant to, or otherwise in implementation of, said Laws); and including, without limitation, any petroleum product or byproduct, solvent, flammable or explosive material, radioactive material, asbestos, lead paint, polychlorinated biphenyls (or PCBs), dioxins, dibenzofurans, heavy metals, radon gas, mold, mold spores, and mycotoxins.

“ Indemnified Party ” is defined in §8.03(e).

“ Indemnifying Party ” is defined in §8.03(e).

“ Indemnity Claims ” is defined in §8.03(c).

“ Insurance Policies ” is defined in §4.13.

“ IRS ” means the Internal Revenue Service.

 “ Law ” means any federal, state or local law, statute, rule, ordinance or regulation (including codes, plans, judgments, injunctions, administrative interpretations, orders or charges thereunder).

“ Material Adverse Effect ” means any change or effect that is materially adverse to the financial condition, results of operations, businesses, properties, assets or liabilities of any Person.

 “ Merger ” is defined in the Recitals.

“ Merger Shares ” is defined in §2.01.

“ Merger Sub ” is defined in the Recitals.

“ Mr. Bertagnolli ” is defined in §9.02(a).

“ Pension Plan ” means any Employee Benefit Plan which is an employee pension benefit plan as defined in Section 3(2) of ERISA or is otherwise a pension, savings or retirement plan or a plan of deferred compensation.

“ Person ” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, placing, discarding, abandonment, or disposing into the environment (including the placing, discarding or abandonment of any barrel, container or other receptacle containing any Hazardous Substance or other material).

“ Returns ” means any and all returns, reports, information returns and information statements with respect to Taxes required to be filed by Company with the IRS or any other Governmental Entity or tax authority or agency, whether domestic or foreign, including, without limitation, consolidated, combined and unitary tax returns.

 “ Securities Act ” is defined in §5.03(a).

“ Shareholders ” includes any holder of Shares in the Company.

“ Subsidiary ” (or its plural), as used in this Agreement with respect to Company, AKC, the Surviving Company or any other Person, shall mean any corporation, partnership, joint venture or other legal entity of which Company, AKC, the Surviving Company or such other  Person, as the case may be (either alone or through or together with any other Subsidiary), owns, directly or indirectly, fifty percent (50%) or more of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

“ Surviving Company ” is defined in §1.01.

“ Tax ” or “ Taxes ” means any and all taxes, charges, fees, levies and other governmental assessments and impositions of any kind, payable to any Governmental Entity or however denominated, including any interest, penalties or other additions to tax that may become payable in respect thereof, imposed by any taxing authority or agency, including, without limitation, income, franchise, net worth, profits, gross receipts, minimum, alternative minimum, estimated, ad valorem, value added, sales, use, service, real or personal property, capital stock, license, payroll, withholding, disability, employment, social security, Medicare, workers’ compensation, unemployment compensation, utility, severance, production, excise, stamp, occupation, premiums, windfall profits, transfer and gains taxes, and interest, penalties and additions to taxes imposed with respect thereto.

“ Texas Secretary of State ” is defined in §1.02.

“ TBCA ” is defined in §1.01.

Company and each of the Shareholders, jointly and severally, represent and warrant to AKC and to Merger Sub that the statements contained in this Article IV are correct and complete as of the date of this Agreement and will be correct and complete immediately prior to the Effective Time (as though made then and as though the Effective Time were substituted for the date of this Agreement throughout this Article IV).  In the event that, after the date hereof and prior to the Effective Time, any of the statements contained in this Article IV becomes incorrect or incomplete, Company and the Shareholders shall provide notice thereof to AKC and Merger Sub pursuant to §8.02.

§4.01   Organization and Qualification; Subsidiaries . Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas. Company has all requisite power and authority to operate its business as it has been and is now conducted.  Company is qualified to do business in those states in which qualification is necessary, except where the failure to so qualify would not have a Material Adverse Effect with respect to Company.  Company has no Subsidiaries and does not currently own, directly or indirectly, any capital stock or other equity securities of any corporation or have direct or indirect equity or ownership interest in any association, partnership, limited liability company, joint venture or other entity.  Company has delivered or made available to AKC a true and correct copy of its Articles of Incorporation and Bylaws, each as amended to date (collectively, the “ Company Organizational Documents ”), and each such instrument is in full force and effect.  Company is not in violation of any of the provisions of the Company Organizational Documents.

§4.02   Capitalization .  The Company Shares constitute all of the capital stock of Company. The Shareholders own collectively one hundred percent (100%) of the Company Shares.

§4.03   Authority; Enforceability .  Company has the requisite power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement.  The execution and delivery of this Agreement by Company and the consummation by Company of the transactions contemplated by this Agreement have been, or will be prior to the Closing, duly authorized by all necessary company and Shareholder action.  This Agreement has been duly executed and delivered by Company and the Shareholders and, assuming the due authorization, execution and delivery by AKC and Merger Sub, constitutes a legal, valid and binding obligation of Company and the Shareholders, subject to bankruptcy, insolvency, reorganization, moratorium and other laws limiting creditors’ rights generally and to general equitable principles.

§4.04   Noncontravention; Required Filings and Consents . Except as disclosed in Schedule 4.04 of the Disclosure Schedule, the execution and delivery of this Agreement by Company and the Shareholders and performance of their respective obligations under this Agreement does not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with, or result in any violation or breach of, any provision of the Company Organizational Documents, (b) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Company is a party or by which it or any of its properties or assets may be bound, or (c) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Company or any of its properties or assets.  No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained or made by Company or the Shareholders in connection with the execution and delivery of this Agreement or the consummation of the Merger, except for (i) the filing of the Articles of Merger with the Texas Secretary of State and appropriate documents with the relevant authorities of other states in which Company is qualified to do business, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws, and the securities or antitrust laws of any foreign country, and (iii) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not be material to Company, AKC, the Shareholders or the Surviving Company or have a Material Adverse Effect on the ability of the parties to consummate the Merger.

§4.05   Permits; Compliance .  Except as disclosed in Schedule 4.05 of the Disclosure Schedule, Company is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary for Company to own, lease and operate its properties or to carry on its businesses substantially as they are now being conducted (the “ Company Permits ”) except where failure to have such Company Permits would not, individually or in the aggregate, have a Material Adverse Effect with respect to Company, and no suspension, revocation or cancellation of any of Company Permits is pending or, to the knowledge of Company or any of the Shareholders, threatened.  Company has not operated (nor is Company currently operating) in violation of any Law applicable to Company or by which its properties are bound or affected.

§4.06   Reports; Financial Statements .

(a)           Since its organization, Company has filed all forms, reports, statements and other documents required to be filed with all applicable federal or state regulatory authorities (all such forms, reports, statements and other documents, including any amendments thereto, being collectively referred to as the “ Company Reports ”).  The Company Reports were prepared in all material respects in accordance with the requirements of applicable Law.

(b)           The audited financial statements (balance sheets, statements of income, statements of Shareholder equity and statements of cash flows) of Company for the last two (2) fiscal years ending December 31, 2008 and December 31, 2007 (collectively the “ Company Financial Statements ”), have been heretofore delivered by Company to AKC and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (“ GAAP ”).  The Company Financial Statements fairly present the financial position of Company and the results of its operations as of the dates and for the periods indicated thereon, and have been prepared in accordance with GAAP, except as otherwise noted therein and subject, in the case of the interim financial statements, to normal year-end adjustments and any other adjustments described therein and the absence of any notes thereto.

(c)           Except as and to the extent reflected or reserved in the balance sheet which is part of the most recent Company Financial Statement (the “ Company Balance Sheet ”) (attached as Schedule 4.06 on the Disclosure Schedule), Company does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Company, prepared in accordance with GAAP, except for liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet.

§4.07   Absence of Certain Changes or Events .  Except as disclosed in Schedule 4.07 of the Disclosure Schedule, since December 31, 2008, Company has conducted its business only in the ordinary course and in a manner consistent with past practice and, since such date:

(a)           there has not been any change which has caused, or which is reasonably likely to cause, a Material Adverse Effect with respect to Company;

(b)           Company has not increased compensation to officers, key employees or consultants or increased or created any new bonus, insurance, pension or other employee benefit plan, payment or arrangement;

(c)           Company has not made any distribution to the Shareholders or made any loan or advance to any officer, the Shareholders or any Affiliate (except for ordinary travel and business expense payments), or guaranteed or pledged collateral to support any loan or advance made to any officer, the Shareholders or any Affiliate;

(d)           Company has not entered into any agreement, contract, lease, or license (or series of agreements, contracts, leases, or licenses related to the same transaction or involving the same party or an affiliate thereof) involving more than $10,000 in any twelve month period;

(e)           no party has accelerated, terminated, modified or cancelled any agreement, contract, lease or license (or series of agreements, contracts, leases or licenses related to the same transaction or involving the same party or an affiliate thereof) involving more than $10,000 in any twelve (12) month period to which Company is a party or by which Company is bound, or notified Company that it intends to do any of the foregoing;

(f)           Company has not made a capital expenditure (or series of related capital expenditures) involving more than $10,000;

(g)           Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions related to the same transactions or involving the same party or an affiliate thereof) involving more than $10,000;

(h)           Company has not delayed or postponed the payment of accounts payable and other liabilities;

(i)           Company has not cancelled, compromised, waived or released any right or claim (or series of related rights or claims) involving more than $10,000;

(j)           there has not been any change in the material accounting methods or practices followed by Company except as required or permitted by GAAP; and

(k)           Company has not entered into any commitment (contingent or otherwise) to do any of the foregoing.

§4.08   Litigation .   Schedule 4.08 of the Disclosure Schedule lists all claims, actions, suits, litigation, proceedings, arbitrations or investigations of any kind against Company or involving any of its assets which are pending or, to the knowledge of Company or any of the Shareholders, threatened.  Except as set forth in Schedule 4.08 of the Disclosure Schedule, Company is not subject to any continuing order of, consent decree, settlement agreement or other similar written agreement with, or, to the knowledge of Company or any of the Shareholders, continuing investigation by, any Governmental Entity, or any judgment, order, writ, injunction, decree or award of any Governmental Entity or arbitrator, including, without limitation, cease-and-desist orders.

§4.09   Contracts; No Default .

(a)            Schedule 4.09 of the Disclosure Schedule sets forth a list of each contract, commitment or agreement to which Company is a party (each, a “ Company Contract ”):

(i)           concerning a partnership or joint venture with another Person;

(ii)           involving annual consideration in excess of $10,000 in any twelve (12) month period;

(iii)           involving employment agreements, employment contracts or other understandings relating to employment to which Company is a party;

(iv)           concerning confidentiality, non-competition or non-solicitation;

(v)           with any of the Shareholders or an Affiliate of any of the Shareholders or Person under the influence or control of or related to any of the Shareholders or an Affiliate of any of the Shareholders;

(vi)           involving indebtedness (other than trade payables arising in the ordinary course of business) or pursuant to which Company has guaranteed the indebtedness of another or pursuant to which a security interest in an asset of Company has been created;

(vii)           concerning changes of control, severance or termination payments; or

(viii)                      which is otherwise material to the business of Company, taken as a whole, or under which the consequences of a default or termination could have a Material Adverse Effect with respect to Company.

(b)           Company has delivered to AKC a correct and complete copy of each Company Contract listed in Schedule 4.09 of the Disclosure Schedule.  Each Company Contract is in full force and effect, is a legal, valid and binding contract or agreement of Company, subject to bankruptcy, insolvency, reorganization, moratorium and other laws limiting creditors’ rights generally and to general equitable principles, and there is no default (or any event known to Company or any of the Shareholders which, with the giving of notice or lapse of time or both, would be a default) by Company or any other party to a Company Contract, in the timely performance of any obligation to be performed or paid under any such contract or agreement.  The consummation of the transactions contemplated hereby will not affect the status of any Company Contract as a legal, valid, binding and enforceable agreement.  No party is seeking renegotiation of a Company Contract or substitute performance thereunder nor has any party repudiated any provision thereunder or indicated that it intends to terminate or not renew a Company Contract.

(c)           Except as set forth in Schedule 4.09 of the Disclosure Schedule, there are no outstanding powers of attorney executed on behalf of Company.

§4.10   Employee Benefit Plans; Labor Matters .

(a)            Schedule 4.10 of the Disclosure Schedule lists all pension, retirement, savings, disability, medical, dental, health, life (including all individual life insurance policies as to which Company is the owner, beneficiary or both), death benefit, group insurance, profit sharing, deferred compensation, bonus, incentive, vacation pay, severance pay, Code Section 401(k), Code Section 125 cafeteria or flexible benefit, or other employee benefit plan, trust, arrangement, contract, agreement, policy or commitment (including, without limitation, all employee pension benefit plans as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), and all employee welfare benefit plans as defined in Section 3(1) of ERISA), under which current or former employees of Company or its ERISA Affiliates are entitled to participate by reason of their employment with Company or its ERISA Affiliates, whether or not any of the foregoing is funded, whether insured or self-funded, and whether written or oral, (i) to which Company or its ERISA Affiliates are a party or a sponsor or a fiduciary thereof or by which Company or its ERISA Affiliates (or any of their rights, properties or assets) are bound, or (ii) with respect to which Company or its ERISA Affiliates have made any payments, contributions or commitments, or may otherwise have any liability (whether or not Company or its ERISA Affiliates still maintains such plan, trust, arrangement, contract, agreement, policy or commitment) (collectively, the “ Employee Benefit Plans ”).  For each Employee Benefit Plan, Company has provided true and correct copies of all plan documents, summary plan descriptions, determination letters issued by the IRS (if applicable), and most recently filed Form 5500.

(b)           All required reports and descriptions have been filed or distributed appropriately with respect to each Employee Benefit Plan, including filings with the Pension Benefit Guaranty Corporation, IRS and Department of Labor.

(c)            Schedule 4.10 of the Disclosure Schedule lists all ERISA Affiliates of Company.

(d)           With respect to the Employee Benefit Plans:

(i)           None of the Employee Benefit Plans is a “multiemployer plan,” as such term is defined in Section 3(37) of ERISA and with respect to each of the Employee Benefit Plans that is subject to ERISA, other than a plan described in Section 3(2) of ERISA, Company has at all times and continues to operate such plans in compliance (both in form and operation) with ERISA, the Code and all other applicable laws;

(ii)           No Employee Benefit Plan is subject to Title IV of ERISA or the funding provisions of Section 412 of the Code; and

(iii)           There are no pending, or, to the knowledge of Company or any of the Shareholders, threatened or anticipated material claims (other than routine claims for benefits) by, on behalf of or against any of the Employee Benefit Plans, the fiduciaries of such plans or any trust related thereto.

(e)           Company or its clients are not a party to any collective bargaining or other labor union contracts.  There are no union organization attempts underway with respect to such employees.  There is no pending or, to the knowledge of Company and the Shareholders, threatened labor dispute, strike or work stoppage involving such employees.  To the knowledge of Company and the Shareholders, neither Company nor any of its clients has committed any unfair labor practices (as defined in the National Labor Relations Act of 1947, as amended) in connection with the operation of its business, and there is no pending or, to the knowledge of Company or any of the Shareholders, threatened charge or complaint against Company or its clients by the National Labor Relations Board or any comparable state or local agency.

§4.11   Taxes .  Except as set forth in Schedule 4.11 of the Disclosure Schedule:

(a)           All material Returns in respect of Taxes required to be filed with respect to Company have been timely filed (including extensions) and no extension of time within which to file any such Return has been requested, which Return has not since been filed.

(b)           All Taxes shown on Returns to be due or payable have been timely paid and all payments of estimated Taxes required to be made with respect to Company have been made on the basis of a good faith estimate of the required installments.

(c)           All Returns (or, in cases where amended Returns have been filed, such Returns as amended) are true, correct and complete in all material respects.

(d)           No adjustment relating to any Return has been proposed in writing by any Tax authority, except proposed adjustments that have been resolved prior to the date hereof.

(e)           There are no outstanding subpoenas or requests for information with respect to any Returns or the Taxes reflected on such Returns.

(f)           Company is not a party to any Tax allocation or sharing agreement.  Company (i) has never been a member of an Affiliated Group, and (ii) has no liability for the Taxes of any Person under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise.

(g)           There are no Tax liens on any assets of Company other than liens for Taxes not yet due or payable.

(h)           All Taxes required to be withheld, collected or deposited by Company during any taxable period for which the statute of limitations or an assessment remains open have been timely withheld, collected or deposited and, to the extent required, have been paid to the relevant Tax authority, except where the Taxes in question are subject to challenge by Company in an appropriate proceeding and adequate reserves therefor have been provided on Company’s financial statements.

(i)           There are no outstanding waivers or agreements extending the statute of limitations for any period with respect to any Tax to which Company may be subject.

(j)           Neither the Shareholders, nor any officer or employee responsible for Tax matters of Company, expects any autho