ACQUISITION AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

ACQUISITION AGREEMENT AND PLAN OF MERGER

This ACQUISITION AND PLAN OF MERGER AGREEMENT ("Agreement") is made on this 26

day of October, 2007 by and among BASIC SERVICES, INC. a Nevada corporation

(the "Parent"), Adrenalina, a Nevada Corporation (the "Dissolving Corporation")

and LQD Adrenalina, LLC and its subsidiaries, a Florida Limited Liability

Company (the "LLC").

RECITALS:

A. Parent is a corporation formed under the laws of the State of Nevada

pursuant to Articles of Incorporation filed with the Nevada Secretary of State

on March 28, 2007 (the "Articles of Incorporation").

B. The Dissolving Corporation is a Nevada Corporation formed under the laws of

the State of Nevada on September 6, 2007, as a subsidiary of Basic Services,

Inc..

C. The LLC is a Limited Liability Company formed under the laws of the State of

Florida pursuant to Articles of Organization filed with the Florida Secretary

of State on September 13, 2004.

D. The respective Boards of Directors of the Parent and the majority

shareholders of the Parent have determined that a merger of the LLC with and

into the Dissolving Corporation and the Merger of the Dissolving Corporation

with and into the Parent (the "Merger"), upon the terms and subject to the

conditions set forth in this Agreement, would be fair and in the best interests

of its respective shareholders, and its Board of Directors has approved such

Merger, pursuant to which the Units of the LLC ("LLC Units") issued and

outstanding immediately prior to the Effective Date of the Merger (as defined

herein) will be exchanged for shares of the Dissolving Corporation which will

be converted into shares of the Capital Stock of the Parent ("Parent Capital

Stock").

E. The respective Boards of Directors of the Dissolving Corporation and the

majority shareholders of the Dissolving Corporation have determined that a

merger of the LLC with and into the Dissolving Corporation and the Merger of

the Dissolving Corporation with and into the Parent (the "Merger"), upon the

terms and subject to the conditions set forth in this Agreement, would be fair

and in the best interests of its respective shareholders, and its Board of

Directors has approved such Merger, pursuant to which the LLC Units issued and

outstanding immediately prior to the Effective Date of the Merger (as defined

herein) will be exchanged for shares of the Dissolving Corporation which will

be converted into shares of the Parent Capital Stock.

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F. The respective Managing Member of the LLC and as well as one hundred percent

(100%) of the holders of the LLC Units (the "LLC Unit Holders") have determined

that the Merger, upon the terms and subject to the conditions set forth in this

Agreement, would be fair and in the best interests of the LLC Unit Holders, and

its Managing Member has approved the Merger.

G. The Parent, Dissolving Corporation, and the LLC desire to make certain

representations, warranties, covenants and agreements in connection with the

Merger and also to prescribe various conditions to the Merger.

H. For federal income tax purposes, the parties intend that the Merger shall

qualify as a reorganization under the provisions of Section 368 of the Internal

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

NOW, THEREFORE, in consideration of the representations, warranties, covenants

and agreements contained in this Agreement, the parties agree as follows:

I. DEFINITIONS

When used in this Agreement (and any Exhibits and Schedules in which terms are

not otherwise defined), the following terms shall have the following meanings:

1.01 Capital Stock

"Capital Stock" shall mean the outstanding shares of common stock, $0.001 par

value, of Parent or Dissolving Corporation.

1.02 Certificate of Merger

"Certificate of Merger" shall mean a Certificate of Merger in substantially the

form attached to this Agreement as Exhibit A and to be filed with the States of

Nevada and Florida.

1.03 Closing

"Closing" shall mean the closing of the transactions contemplated by this

Agreement.

1.04 Effective Date

"Effective Date" shall mean the later date of which the Certificate of Merger

is properly filed with the Secretaries of State of Florida and Nevada as

required under the applicable provisions of the law of such jurisdictions, or

such later date as may be agreed by the parties and set forth in the

Certificate of Merger.

1.05 LLC Unit

"LLC Unit" shall mean a unit of membership interest in the LLC.

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1.06 Surviving Corporation

"Surviving Corporation" shall mean the Parent from and after the Effective

Date, which shall remain a Parent organized under the laws of the State of

Nevada and Nevada Statutes.

1.07 Material Adverse Change

"Material Adverse Change" or "Material Adverse Effect" means, when used in

connection with the LLC or Parent, any change or effect that either

individually or in the aggregate with all other such changes or effects is

materially adverse to the business, assets, properties, condition (financial or

otherwise) or results of operations of such party and its subsidiaries taken as

a whole (after giving effect in the case of Parent to the consummation of the

Merger).

1.08 Person

"Person" means an individual, corporation, partnership, joint venture,

association, trust, unincorporated organization or other entity.

1.09 Subsidiary

A "Subsidiary" of any person means another person, an amount of the voting

securities, other voting ownership or voting partnership interests of which is

sufficient to elect at least a majority of its Board of Directors or other

governing body (or, if there are no such voting interests, fifty percent (50%)

or more of the equity interests of which) is owned directly or indirectly by

such first person.

II. THE MERGER

2.01 The Merger. Upon the terms and subject to the conditions set forth in

this Agreement, and in accordance with Nevada Corporations Code (the "Nevada

Statutes") and Florida Revised Statutes (the "Florida Statutes"), the LLC shall

be merged with and into the Dissolving Corporation and the Dissolving

Corporation shall be merged into the Parent at the Effective Date of the

Merger. At the Effective Date of the Merger, the separate existence of the LLC

and the Dissolving Corporation shall cease, and the Parent shall continue as

the surviving corporation (the "Surviving Corporation") and shall change its

name to Adrenalina, Inc. by filing an amendment to its Articles of

Incorporation with the Secretary of State of Nevada.

2.02 Closing. Unless this Agreement shall have been terminated and the

transactions herein contemplated shall have been abandoned pursuant to Section

9.1 and subject to the satisfaction or waiver of the conditions set forth in

Article IV, the closing of the Merger (the "Closing") will take place at 10:00

a.m. on the business day after satisfaction of the conditions set forth in

Article IV (or as soon as practicable thereafter following satisfaction or

waiver of the conditions set forth in Article IV) (the "Closing Date"), at the

Law Offices of Thomas C. Cook, 500 N. Rainbow, Suite 300, Las Vegas, NV, unless

another date, time or place is agreed to in writing by the parties hereto.

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2.03 Procedure for Closing.

At or prior to Closing, the following will occur:

(a) The LLC Unit Holders shall surrender the certificates evidencing one

hundred percent (100%) of the LLC Units, duly endorsed with Medallion

Guaranteed stock powers attached and all Units of the LLC issued and

outstanding immediately prior to the Effective Date of the Merger, shall no

longer be outstanding and shall automatically be cancelled and retired and

shall cease to exist, and each holder of a certificate representing any such

LLC Units shall cease to have any rights with respect thereto, except the

common shares of the Surviving Corporation to be issued in consideration

therefore upon surrender of such certificate representing LLC Units.

(b) The shareholders of the Dissolving Corporation shall surrender the

certificates evidencing one hundred percent (100%) of the Dissolving

Corporation's Capital Stock, duly endorsed with Medallion Guaranteed stock

powers attached and all Capital Stock of the Dissolving Corporation issued and

outstanding immediately prior to the Effective Date of the Merger, shall no

longer be outstanding and shall automatically be cancelled and retired and

shall cease to exist, and each holder of a certificate representing any such

Capital Stock of the Dissolving Corporation shall cease to have any rights with

respect thereto, except the common shares of the Surviving Corporation to be

issued in consideration therefore upon surrender of such certificate

representing Capital Stock of the Dissolving Corporation.

(c) The Dissolving Corporation will issue and deliver eighteen million

(18,000,000) shares of its Capital Stock to the Parent representing Shares

issued in exchange for one hundred percent (100%) of the LLC Units. The parent

will then issue and deliver eighteen million (18,000,000) of the Parent's

Capital Stock, as set forth hereof in accordance with this agreement in

exchange for the Dissolving Corporation's shares.

(d) Directors. The directors of the Parent shall resign and Ilia Lekach,

Jeffrey Geller, Bryan Feldman and Joseph Bouhadana shall be the directors of

the Surviving Corporation, until the earlier of their resignation or removal or

until their respective successors are duly elected and qualified, as the case

may be.

(e) Officers. At Closing, the officers of the Parent shall resign and the

officers nominated by the LLC shall be the officers of the Surviving

Corporation, until the earlier of their resignation or removal or until their

respective successors are duly elected and qualified, as the case may be. The

board will appoint Ilia Lekach as Chairman and CEO; Jeffrey Geller as

President, CFO, and COO; Yonatan Feldman as Chief Technology Officer; and

Jonathan Abenhaim as Senior VP of Media Operations.

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(f) At Closing, the Surviving Company will issue 353,000 unregistered shares to

Gilford Securities, New York, NY to be paid as referral fee compensation for

the introduction to LQD Adrenalina, LLC. The two largest shareholders of Basic

Services, Inc. have agreed to pay Gilford Securities the sum of Thirty Thousand

($30,000) Dollars for the introduction, and the Parent has agreed to transfer

the assets, any intellectual property and liabilities to the two largest

shareholders of Basic Services, Inc.

2.04 Effective Date of Merger. As soon as practicable following the

satisfaction or waiver of the conditions set forth in Article IV, the parties

shall file Articles of Merger with the respective Secretaries of State of

Florida and Nevada (the "Articles of Merger") executed in accordance with the

relevant provisions of the Nevada and Florida Statutes shall make all other

filings or recordings required under such Statutes. The Merger shall become

effective at the later of such date as the Articles of Merger are duly filed

with the Secretaries of State of Nevada and Florida, or at such other time as

is permissible in accordance with the Nevada and Florida Statutes and as the

Parent and the LLC shall agree (the time the Merger becomes effective being the

"Effective Date of the Merger"). Parent shall use reasonable efforts to have

the Closing Date and the Effective Date of the Merger to be the same day.

2.05 Effects of the Merger. The Merger shall have the effects set forth in the

applicable provisions of Nevada and Florida Statutes.

2.06 Articles of Incorporation; Bylaws; Purposes.

(a) The Certificate of Incorporation of the Parent in effect immediately prior

to the Effective Date of the Merger shall be the Certificate of Incorporation

of the Surviving Corporation until thereafter changed or amended as provided

therein or by applicable law.

(b) The Bylaws of the Parent in effect at the Effective Date of the Merger

shall be the Bylaws of the Surviving Corporation until thereafter changed or

amended as provided therein or by applicable law.

(c) The purposes of the Surviving Corporation and the total number of its

authorized capital stock shall be as set forth in the Certificate of

Incorporation of the Parent in effect immediately prior to the Effective Date

of the Merger until such time as such purposes and such number may be amended

as provided in the Certificate of Incorporation of the Surviving Corporation

and by applicable law.

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III. EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS

3.01 Effect on Capital Stock. As of the Effective Date of the Merger, by

virtue of the Merger and without any action on the part of the holders of the

LLC Units:

(a) Exchange. At closing, each LLC Unit issued and outstanding immediately

prior to the Effective Date of the Merger shall be converted so than one and

eight tenths (1.8) shares of Dissolving Corporation's Capital Stock is issued

for each one (1) LLC Unit held and which shall be exchanged into the Parent's

Capital Stock at a ratio of one (1) share of the Dissolving Corporation's stock

for one (1) share of Parent's Capital Stock ("the Merger Consideration"). Upon

Closing the newly issued Capital Stock of the Parent shall be the issued and

outstanding capital stock of the Surviving Corporation. After the issuance of

the Merger Consideration the Surviving Corporation shall have 18,353,000 shares

of its Capital Stock outstanding.

(b) No fractional Stock shall be issued in the Merger. If the product of the

number of shares a LLC shareholder holds immediately prior to the Closing

multiplied by the exchange ratio would result in the issuance of a fractional

share of Dissolving Corporation's Capital Stock, that product will be rounded

down to the nearest whole number of shares of Dissolving Corporation's Capital

Stock and be exchanged for Parent Capital Stock if it is equal to or less than

the fraction of one-half (.5) of one Parent Capital Stock or round up to the

nearest whole number of shares of Parent Capital Stock if the said product is

greater than the fraction of one-half (.5) of one Parent Capital Stock.

(c) If at any time after the Effective Date, the Surviving Corporation

considers or is advised that any other actions or things are necessary or

desirable (a) to vest, perfect, or confirm of record or otherwise in the LLC

its right, title, or interest in, to, or under any of the rights, properties,

or assets of the LLC or (b) to otherwise carry out the provisions of this

Agreement, the Surviving Corporation is authorized, in the name and on behalf

of the LLC, to execute and deliver all proper deeds, assignments,

confirmations, and assurances in law, and do all such actions as may be

necessary or desirable to vest, perfect, or confirm in the Surviving

Corporation all rights, title, and interests in, to, and under such rights,

properties, or assets or to otherwise carry out this Agreement.

(d) The present Officers and Directors of Parent will cooperate and sign an

undertaking to assist the Surviving Corporation in all respects disclosing the

transactions set forth herein and other information required by the Securities

Act of 1933.

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(e) After the Effective Date of the Merger, there shall be no further transfer

on the records of the LLC of certificates representing the LLC Units and there

shall be no further transfer on the records of the Dissolving Corporation of

certificates representing the Securities of the Dissolving Corporation. If any

certificate for such Parent Capital Stock is to be issued in a name other than

that in which the certificate for Dissolving Corporation's or the LLC

Securities surrendered for exchange is registered, it shall be a condition of

such exchange that the certificate so surrendered shall be properly endorsed,

with signature guaranteed, or otherwise in proper form for transfer and that

the person requesting such exchange shall pay to Parent or its transfer agent

any transfer or other taxes or other costs required by reason of the issuance

of certificates for such Parent Capital Stock in a name other than that of the

registered holder of the certificate surrendered, or establish to the

satisfaction of Parent or its transfer agent that all taxes have been paid.

(f) No Further Ownership Rights in Dissolving Corporation's Capital Stock. All

shares of Parent Capital Stock issued upon the surrender of the Dissolving

Corporation's Capital Stock in accordance with the terms of this Article III

shall be deemed to have been issued (and paid) in full satisfaction of all

rights pertaining to the Dissolving Corporation's Capital Stock theretofore

represented by such certificates.

(g) No Further Ownership Rights in LLC Units. All shares of Dissolving

Corporation's Capital Stock issued upon the surrender of the LLC Units in

accordance with the terms of this Article III shall be deemed to have been

issued (and paid) in full satisfaction of all rights pertaining to the LLC

Units theretofore represented by such certificates.

(h) Closing. One hundred percent (100%) of the Certificates representing the

LLC Units shall be delivered to Dissolving Corporation for cancellation and one

hundred percent (100%) of the Certificates representing the Dissolving

Corporation's shares shall be delivered to Parent for cancellation.

IV. CONDITIONS PRECEDENT TO THE OBLIGATION OF THE LLC TO CLOSE

The obligation of the LLC to complete the Closing is subject, at the option of

the LLC, to the fulfillment on or prior to the Closing Date of the following

Conditions, any one or more of which may be waived by the LLC and Shareholders

in writing:

4.01 Representations and Covenants. The representations and warranties of the

Parent and Dissolving Corporation contained in this Agreement shall be true in

all respects on and as of the Closing Date with the same force and effect as

though made on and as of the Closing Date. The Parent and Dissolving

Corporation shall have performed and complied with all covenants and agreements

required by this Agreement to be performed or complied with by the Parent and

Dissolving Corporation on or prior to the Closing Date.

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4.02 Governmental Permits and Approvals in Corporate Resolutions. Any and all

permits and approvals from any governmental or regulatory body required for the

lawful consummation of the Closing shall have been obtained. The Board of

Directors of Parent shall have approved the transactions contemplated by this

Agreement, and Parent and Dissolving Corporation shall have delivered to the

LLC, if requested, resolutions by their respective Board of Directors certified

by the Secretary of Parent or Dissolving Corporation authorizing the

transactions contemplated by this Agreement.

4.03 Satisfactory Business Review. The LLC and their representatives shall have

completed the review of the business of Parent and Dissolving Corporation

contemplated by this Agreement, that none of the information revealed thereby

or in the Financial Statements has resulted in, or in the opinion of them may

result in, an adverse change in the assets, properties, business, operations or

condition (financial or otherwise) of Parent or Dissolving Corporation.

4.04 No Material Adverse Change. Between the date of this Agreement and the

Closing Date: (a) there shall have been no material adverse change to Parent or

Dissolving Corporation or their respective business, financial position, or

results of operation excluding events which affect companies business

generally; (b) there shall have been no adverse federal, state, or local

legislative or regulatory change affecting in any material respect the

services, products or business of Parent or Dissolving Corporation; and (c)

none of the properties or assets of Parent or Dissolving Corporation or its

subsidiaries shall be damaged by fire, flood, casualty, act of God or the

public enemy or other cause (regardless of insurance coverage for such damage)

which damage may, in the opinion of LLC have a material adverse affect on

Parent.

4.05 Litigation. No action, suit, or proceeding shall have been instituted

before any court or governmental or regulatory body or instituted or threatened

by any governmental or regulatory body, to restrain, modify or prevent the

carrying out of the transactions contemplated hereby, or to seek damages or a

discovery order in connection with such transactions, or which has or may have,

in the opinion of the Dissolving Corporation, Parent and their Shareholders, a

material adverse affect on the assets, properties, business, operations, or

condition (financial or otherwise) of Parent or Dissolving Corporation.

4.06 Parent will obtain Majority Shareholder

approval for the Merger prior to Closing.

4.07 Review of Financial Statements. The LLC designated representatives shall

complete a satisfactory review of Financial Statements of Parent and Dissolving

Corporation immediately prior to Closing in accordance with the provisions

herein.

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4.08 Financial Condition. Parent shall have no assets and no liabilities at the

time of Closing.

4.09 Mark DeStefano, an individual shareholder of the Parent shall deliver

certificates of the Parent representing an aggregate of 9,773,750 shares of the

Capital Stock of the Parent with medallion guaranteed stock powers attached

along with irrevocable instructions to the transfer agent to cancel such

certificates and upon such cancellation immediately prior to Closing Parent

will have 1,100,000 shares of its Capital Stock outstanding.

4.10 Dissolving Corporation shall have conducted no operations, had no activity

and have not issued or undertaken any obligation to issue any securities of any

nature other than in connection with the Merger as set forth herein.

4.11 Other Documents. Parent and Dissolving Corporation shall have delivered

such other documents, instruments, and certificates, if any, as are required to

be delivered pursuant to the provisions of this Agreement or which may

reasonably be requested in furtherance of the provisions of this Agreement.

4.12 Agreement. The officers of Parent and Dissolving Corporation shall have

delivered to LLC duly executed copies of this Agreement and the Certificate of

Merger as required by applicable law.

4.13 Shareholder Approval. This Agreement and the transactions contemplated by

this Agreement shall have been approved by one hundred percent (100%) of the

Unit Holders of the LLC, one hundred percent (100%) of the Shareholders of the

Dissolving Corporation, and by the majority of the Shareholders of the Parent.

4.14 No Outstanding Opinions. Immediately before the Closing, there shall be no

options, warrants, or other securities or agreements outstanding for the

purchase of any Capital Stock or other interest in Parent.

4.15 Other Legal Requirements. All statutory and other legal requirements for

the valid consummation of the Merger shall have been fulfilled. No law or

regulation shall have passed or been enacted that would prevent the

consummation of the transactions contemplated by this Agreement.

4.16 Financial Condition. Dissolving Corporation shall have no assets and no

liabilities at the time of Closing.

V. DOCUMENTS TO BE FURNISHED TO LLC BY PARENT AND DISSOLVING CORPORATION

(a) Certified copies of resolutions of the Parent and Dissolving Corporation

approving and authorizing the execution, delivery and performance of this

Agreement and authorizing all of the necessary and proper action to enable

Parent and Dissolving Corporation to comply with the terms of this Agreement.

(b) The Corporate Book of Parent and Dissolving Corporation.

(c) A list of the states where Parent and Dissolving Corporation are qualified

to do business.

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(d) A list of the authorized and outstanding securities of Parent and

Dissolving Corporation certified by their transfer agents dated within two days

prior to Closing.

(e) A list of the officers and directors of Parent and Dissolving Corporation.

(f) Copies of the Articles of Incorporation and bylaws currently in effect of

Parent and Dissolving Corporation.

(g) Copies of all contracts, agreements or commitments in which Parent or

Dissolving Corporation is a party.

(h) A list of all fringe benefit plans and programs applying to employees of

Parent and Dissolving Corporation including but not limited to, pension, profit

sharing, life insurance, medical, bonus, incentive and similar plans and the

approximate annual cost of each.

(i) A list of all employees of Parent and Dissolving Corporation.

(j) A list of all letters, patents, patent applications, inventions upon which

patent application have not yet been filed, trade names, trademarks, trademark

registrations and applications, copyrights, copyright registrations, both

domestic and foreign presently owned by Parent and Dissolving Corporation

together with the corporate owner.

(k) Copies of all financing or loan agreements, mortgages or similar agreements

to which Parent and Dissolving Corporation are a party.

(l) A list of all Parent's and Dissolving Corporation's bank accounts,

brokerage accounts, safety deposit boxes, with the authorized signers

indicated.

(m) Copies of all powers of attorney granted by Parent or Dissolving

Corporation.

(n) A list of each insurance policy owned by Parent, with the name of the

insurance carrier, the policy number, a brief description of the coverage, the

annual premium, the corporate owner and any claims pending.

(o) A certificate from the Chief Executive Officer of Parent and Dissolving

Corporation, to the effect that all representations and warranties of Parent

and Dissolving Corporation made under this Agreement are true and correct as of

the Closing, the same as though originally given to LLC on said date.

(p) Such other instruments and documents as are required to be delivered

pursuant to the provisions of this Agreement.

(q) Corporate minutes and/or resolutions reflecting the Resignations and

Appoints set forth in Section 2.03 (c) and (d).

(t) The irrevocable transfer agent instruction set forth in Section 4.09

hereof, requesting the cancellation of 9,773,750 Capital Stock of Parent.

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VI. REPRESENTATIONS AND WARRANTIES

6.01 Representations and Warranties of the LLC. Except as set forth in the LLC

Disclosure Schedule the LLC represents and warrants to Parent as follows:

(a) Organization, Standing and Corporate Power. The LLC is a Florida Limited

Liability Company duly organized, validly existing and in good standing under

the laws of the State of Florida and has the requisite organizational power and

authority to carry on its business as now being conducted. The LLC is duly

qualified or licensed to do business and is in good standing in each

jurisdiction in which the nature of its business or the ownership or leasing of

its properties makes such qualification or licensing necessary, other than in

such jurisdictions where the failure to be so qualified or licensed

(individually or in the aggregate) would not have a material adverse effect (as

defined in Section 1.7) with respect to the LLC.

(b) Subsidiaries. The LLC has the subsidiaries listed on the LLC Disclosure

Schedule.

(c) Capital Structure. The members equity of the LLC consists of ten million

(10,000,000) Units of the LLC'S Membership Interests which are issued and

outstanding and held by twenty-seven (27) equity members. Except as set forth

herein the LLC has no other securities of any nature issued, reserved for

issuance or outstanding. All outstanding LLC Units are duly authorized,

validly issued, fully paid and nonassessable and not subject to preemptive

rights. There are no outstanding bonds, debentures, notes or other

indebtedness or other securities of the LLC having the right to vote (or

convertible into, or exchangeable for, securities having the right to vote) on

any matters on which members of the LLC may vote. There are no outstanding

securities, options, warrants, calls, rights, commitments, agreements,

arrangements or undertakings of any kind to which the LLC is a party or by

which it is bound obligating the LLC to issue, deliver or sell, or cause to be

issued, delivered or sold, additional LLC Units or other equity or voting

securities of the LLC or obligating the LLC to issue, grant, extend or enter

into any such security, option, warrant, call, right, commitment, agreement,

arrangement or undertaking. There are no outstanding contractual obligations,

commitments, understandings or arrangements of the LLC to repurchase, redeem or

otherwise acquire or make any payment in respect of any LLC Units or securities

of the LLC. There are no agreements or arrangements pursuant to which the LLC

is or could be required to register the LLC Units or other securities under the

Securities Act of 1933, as amended (the "Securities Act") or other agreements

or arrangements with or among any holders of the LLC Units or with respect to

any securities of the LLC.

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(d) Authority; Noncontravention. The LLC has the requisite power and authority

to enter into this Agreement and to consummate the Merger. The execution and

delivery of this Agreement by the LLC and the consummation by the LLC of the

transactions contemplated hereby have been duly authorized by all necessary

corporate action on the part of the LLC. This Agreement has been duly executed

and delivered by the LLC and constitutes a valid and binding obligation of the

LLC, enforceable against the LLC in accordance with its terms. The execution

and delivery of this Agreement do not, and the consummation of the transactions

contemplated by this Agreement and compliance with the provisions hereof will

not, conflict with, or result in any breach or violation of, or default (with

or without notice or lapse of time, or both) under, or give rise to a right of

termination, cancellation or acceleration of or "put" right with respect to any

obligation or to loss of a material benefit under, or result in the creation of

any lien upon any of the properties or assets of the LLC, except, with respect

to this Agreement, for the filing of the Articles of Merger with the

Secretaries of State of Nevada and Florida.

(e) Absence of Certain Changes or Events. Since September 13, 2004 (inception)

the LLC has conducted its business only in the ordinary course consistent with

past practice, and there is not and has not been: (i) any material adverse

change with respect to the LLC; (ii) any condition, event or occurrence which

individually or in the aggregate could reasonably be expected to have a

material adverse effect or give rise to a material adverse change with respect

to the LLC; (iii) any event which, if it had taken place following the

execution of this Agreement, would not have been permitted under