PLAN AND AGREEMENT OF REORGANIZATION BY AND BETWEEN QUANTUMREADER, INC. AND VUBOTICS, INC.

TABLE OF CONTENTS

PLAN AND AGREEMENT OF REORGANIZATION

THIS PLAN AND AGREEMENT OF REORGANIZATION (this “Agreement”) is entered into on this  17 ^th day of November, 2004, by and among QUANTUMREADER, INC., a Delaware corporation (“Quantum Reader”), VUBOTICS, INC., a Nevada corporation (“Vubotics”) and those persons listed in Exhibit ”A” hereto being all of the stockholders of QuantumReader on this date (the “Stockholders” or the “QuantumReader Stockholders”).

PLAN OF REORGANIZATION

The transaction contemplated by QuantumReader, Vubotics and the QuantumReader Stockholders is to be a reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “Code”), Pursuant to such reorganization, Vubotics is to acquire 100%, or approximately One Million (1,000,000) shares, of QuantumReader’s issued and outstanding common stock, par value $.001 per share, all in exchange for Five Hundred Thousand (500,000) shares of Vubotics’s common stock, par value $0 001 per share (the “Vubotics Common Stock”)..

Under the, terms of this Agreement, Vubotics will acquire One Million (1,000,000) shares (the “Exchangeable Common Shares”) of QuantumReader’s issued and outstanding common stock, par value $0.001 per share, owned by the QuantumReader Stockholders, constituting not less than one hundred percent (100%) of the issued and outstanding shares of common stock of QuantumReader as of the Closing.. The Exchangeable Common Shares shall be referred to herein as the “QuantumReader Stock” or the “QuantumReader Shares.”

AGREEMENT

1. Transfer of QuantumReader Shares. The QuantumReader Stockholders shall transfer, assign, convey and deliver to Vubotics at the date of closing as hereinafter defined (the “Closing” or the “Closing Date”), certificates representing the QuantumReader Shares that will be transferred pursuant to this Agreement, which in no event can be less than one hundred percent (100%) of the issued and outstanding common stock of QuantumReader as of the Closing. The transfer of the QuantumReader Shares shall be made free and clear of all liens, mortgages, pledges, encumbrances or charges, whether disclosed or undisclosed, except as the QuantumReader Stockholders and Vubotics shall have otherwise agreed in writing.

2.                                        Issuance of Exchange Stock to QuantumReader Stockholders; Delivery of Certificates.

(a)  Issuance of Vubotics Stock. As consideration for the transfer, assignment, conveyance and delivery of the QuantumReader Stock hereunder, Vubotics shall issue to the QuantumReader Stockholders, in the aggregate.

(i)                                      a number of shares of the Vubotics Common Stock (the “Issuable Common Shares”) equal to Five Hundred Thousand (500,000);

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(ii) the Issuable Common Shares shall be issued pro rata in accordance with each Stockholder’s ownership of QuantumReader common stock immediately prior to the Closing,

(b)  Delivery of Certificates,. At the Closing, Vubotics shall deliver certificates (the “Certificates”) representing the Issuable Shares, in the names of the respective QuantumReader Stockholders as set forth on attached Exhibit ”A”; and

(c)  Legend on Stock Certificates. None of the Vubotics Common Stock issued to the Stockholders nor any of the QuantumReader Stock transferred to Vubotics hereunder shall, at the time of Closing, be registered under federal securities laws but, rather, shall be considered “restricted stock” within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Act”) All of such shares shall bear a legend worded substantially as follows:

“The shares represented by this certificate have not been registered under the Securities Act of 1933 (the ‘Act”) and are ‘restricted securities’ as that term is defined in Rule 144 under the Act The shares may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company “

The respective transfer agents of Vubotics and QuantumReader shall annotate their records to reflect the restrictions on transfer embodied in the legend set forth above. There shall be no requirement that Vubotics register the Issuable Common Shares under the Act, nor shall QuantumReader or the Stockholders be required to register any QuantumReader Shares under the Act.

3 Closing. The Closing of the exchange shall take place on a date chosen by mutual agreement of QuantumReader and Vubotics within thirty (30) days from the date of this Agreement, unless a later time shall be mutually agreed upon by the parties, at the office of Gambrel] & Stolz, L.L.P. located at Monarch Plaza, 3414 Peachtree Road, Suite 1600, Atlanta, Georgia, 30326 Each of Vubotics and a duly appointed representative of the QuantumReader Stockholders has the unilateral right, one time only, to extend the Closing Date up to twenty (20) days..

4.                                        Deliveries at Closing

(a)                                 QuantumReader and the Stockholders shall deliver to Vubotics at Closing.

0)                                     certificates representing all shares of the QuantumReader Stock as described in Section 1, each endorsed in blank by the registered owner;

(ii) a copy of a consent of QuantumReader’s Board of Directors authorizing QuantumReader to take the necessary steps toward Closing the transaction described by this Agreement; and

(iv) a copy of a Certificate of Good Standing for QuantumReader issued not more than thirty (30) days prior to Closing by the Delaware Secretary of State.

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(b) Vubotics shall deliver to the QuantumReader Stockholder, at Closing, the Certificates, in the names of the appropriate Stockholders, each in the appropriate denomination, as described in Section 2.

5 Covenants, Representations and Warranties of QuantumReader and the Stockholders Subject to the schedule of exceptions attached hereto as Exhibit ”B” and incorporated herein by this reference (which schedule shall be acceptable to Vubotics), QuantumReader, and QuantumReader Stockholders, severally but not jointly, represent and warrant to Vubotics as follows:

(a)  Organization and Standing of QuantumReader QuantumReader is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia Copies of QuantumReader’s Certificate of Incorporation and all amendments thereof to date, certified by the proper Delaware officials, and of Quantum Reader’s bylaws as amended to date, together with all minutes of stockholder and directors’ meetings, certified by QuantumReader’s Secretary, will be delivered to Vubotics within ten (10) business days following the date of this Agreement and will be complete and correct as of the date of delivery The same shall be subject to the review and approval of counsel for Vubotics.

(c)  Capitalization. The aggregate number of shares of common stock, par value

(b)  Subsidiaries.. QuantumReader has no subsidiaries.

$.001 per share, which QuantumReader is authorized to issue is Ten Million (10,000,000) shares, of which One Million (1,000,000) shares are currently issued and outstanding All of such outstanding shares are validly issued, fully paid and nonassessable.

The aggregate number of shares of Preferred Stock which QuantumReader is authorized to issue is none.

(d)  Absence of Undisclosed Liabilities,. Except to the extent reflected in Exhibit ”B” QuantumReader has no liabilities of any nature, whether accrued, absolute, contingent or otherwise.

(e)  Absence of Certain Changes. Except as disclosed in Exhibit ”B”, since January 2, 2004, there has not been, and as of the Closing there will not be, (i) any change in QuantumReader’s financial condition, assets, liabilities or business, other than changes in the ordinary course of business, none of which taken individually or considered together with other changes has been or, as of the Closing will be materially adverse, and (ii) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting QuantumReader’s properties or business.

(f)  Title to Properties. QuantumReader has good and marketable title to all of its properties and assets, real and personal, tangible and intangible, none of which is subject to any security interest, mortgage, pledge, lien, encumbrance or charge, except for liens, if any, shown on Exhibit ”B” prepared in compliance with subsection (j) below securing specified liabilities set forth therein (with respect to which no default exists) and, except for minor imperfections of title and encumbrances, if any, which are not substantial in amount, do not materially detract from the value of the properties subject

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thereto or materially impair QuantumReader’s operations and have arisen in the ordinary course of business

(g)  Litiqation. Except as disclosed in Exhibit ”B” to this Agreement, there is no litigation or proceeding pending, or to QuantumReader’s knowledge threatened, against or relating to QuantumReader, its properties or business, nor does QuantumReader know, or have reasonable grounds to know, of any basis for any such action, or of any governmental investigation relative to QuantumReader, its properties or business that could have a material adverse impact on the properties or business of QuantumReader.. QuantumReader is not, and on the Closing Date will not be, in default under or with respect to any judgment, order, writ, injunction or decree of any court or of any federal, state, municipal or other governmental authority, department, commission, board, agency or other instrumentality; and QuantumReader has, and on the Closing Date will have, complied in all material respects with all laws, rules, regulations and orders presently applicable to it and to its business, if any.

(h)  Exhibits Relatinq to Certain Matters. Exhibit ”B , attached hereto, contains a complete and accurate recitation of the following documents: a description of all liens, mortgages, charges and encumbrances that are outstanding with respect to any of the properties and assets of QuantumReader; a list of all leases wherein QuantumReader is either lessor or lessee; a list of all other material written or oral contracts, commitments, agreements and other contractual obligations to which QuantumReader is a party (for purposes of this Agreement, any contract, commitment, agreement or obligation is deemed material if it provides for payment or performance by either party thereto of an aggregate value in excess of $5,000 and if it is not cancelable upon 30 days’ or less notice); a list of all insurance policies carried by QuantumReader; a description of all bonus, pension, profit-sharing, retirement, stock purchase, stock option, hospitalization, insurance and other executive or employee compensation or benefit plans to which QuantumReader is a party; a list of all notes payable of QuantumReader; and a list of all notes and contracts receivable of QuantumReader..

(i)  </</span>