MAY 2005 AMENDMENT TO THE MARCH 20, 2005 AGREEMENT AND PLAN OF MERGER BY AND AMONG HYPER SPACE COMMUNICATIONS, INC., SPUD ACQUISITION CORP., GTG PC HOLDINGS, LLC AND GTG-MICRON HOLDING COMPANY, LLC

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Exhibit 2.1

MAY 2005 AMENDMENT TO THE
MARCH 20, 2005 AGREEMENT AND PLAN OF MERGER BY AND AMONG
HYPER SPACE COMMUNICATIONS, INC., SPUD ACQUISITION CORP.,
GTG PC HOLDINGS, LLC AND GTG-MICRON HOLDING COMPANY, LLC

        THIS MAY 2005 AMENDMENT TO THE MARCH 20, 2005 AGREEMENT AND PLAN OF MERGER BY AND AMONG HYPER-SPACE COMMUNICATIONS, INC. SPUD ACQUISITION CORP., GTG PC HOLDINGS, LLC AND GTG-MICRON HOLDINGS COMPANY, LLC, (the " May 2005 Amendment "), is entered into by and between HyperSpace Communications, Inc., a Colorado corporation (the " Parent "), Spud Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Parent (the " Merger Sub "), GTG PC Holdings, LLC, a Delaware limited liability company (the " Company ") and GTG-Micron Holding Company, LLC, a Delaware limited liability company (the " LLC Member "). Collectively, Parent, Merger Sub, Company, and LLC Member may be referred to herein as the Parties.

RECITALS

        A.    The Parties entered into that certain Agreement and Plan of Merger dated March 20, 2005 (the " Agreement and Plan of Merger ").

        B.    Following KPMG's review of the Company's books, records and reporting methodologies, the Parties acknowledge the need to revise certain provisions of the Agreement and Plan of Merger.

        C.    Specifically, the Parties have agreed to permit the Company to make certain changes as a result of the audit completed by KPMG.

        D.    Pursuant to the Parties' discussions and negotiations, the Parties desire to amend and modify the Agreement and Plan of Merger, subject and pursuant to the terms of this May 2005 Amendment.

AGREEMENT

        NOW, THEREFORE, in consideration of the benefits conferred hereby, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1.     DEFINITIONS.

        Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the March 20, 2005 Agreement and Plan of Merger.

2.     EFFECT OF THE MERGER ON CAPITAL STOCK AND SECURITIES.

        Section 2.3(a) of the Agreement and Plan of Merger is hereby deleted in its entirety and replaced by the following:

        Section 2.3    Adjustment to the Initial Merger Consideration.

        (a)   In the event any EPP Participant leaves the employ of the Parent, the Surviving Entity or any of their respective Subsidiaries, any Parent Common Stock and Parent Options awarded to such individuals in accordance with Section 7.3(b) that have not vested in accordance with the terms of such EPP Participants' restricted stock agreement or restricted option agreement shall be forfeited by such EPP Participant and revert to the Parent.

3.     REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY AND ITS SUBSIDIARIES.

        Section 3.6 of the Agreement and Plan of Merger is hereby revised to include the following Section 3.6(c):

        Section 3.6    Company Financial Statements; Financial Controls.

        (c)   Notwithstanding anything else in this Agreement generally and this Section 3.6 specifically, the Parties acknowledge that the Company is in violation of Section 3.6(a). Specifically, the Parties acknowledge that the Company will be required to make adjustments as a result of the audit of its fiscal 2004 consolidated financial statements and the restatement of prior period consolidated financial statements, including its fiscal 2002 and fiscal 2003 consolidated financial statements, which, in the aggregate, have an adverse effect in excess of $1,000,000 on the Company's consolidated Accumulative Deficit. Accordingly, the Parties acknowledge that the Company could be deemed to be, as a result of the audit adjustments and the restatement of prior periods, in breach of the Agreement, and in particular the representations and warranties set forth in Sections 3.6(a), 3.7, 3.8, 3.14(a), and 3.24(a). Nonetheless, Parent has agreed to waive this breach and proceed to Closing; provided, however, that Parent's waiver is limited so that the Accumulative Deficit at January 1, 2005 does not exceed $20 million as reflected by the GTG PC Holdings, LLC and Subsidiaries Consolidated Financial Statements, January 1, 2005 and January 3, 2004, with the Independent Auditors' Report dated May 1