ACQUISITION AGREEMENT AND PLAN OF MERGER

Exhibit 2.2

ACQUISITION AGREEMENT AND PLAN OF MERGER

ACQUISITION AND PLAN OF MERGER AGREEMENT ("Agreement") made October 23, 2007 by

and among NATIONAL FILING AGENTS, INC. a Nevada corporation ("Parent"),

National Filing Agents Acquisition Corporation, a Nevada corporation, and

subsidiary of National Filing Agents, Inc. ("Sub"), and Plantation Working

Interests, LLC, a private limited liability company, organized in Texas (the

"Company").

RECITALS:

A. The Board of Directors of Parent as well as the majority of shareholders of

the Parent and all of the Members of the Company have determined that a merger

of Sub with and into the Company (the "Merger"), upon the terms and subject to

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

interests of their respective shareholders, and such the Board of Director of

the Parent and the Members of the LLC have approved such Merger, pursuant to

which shares of Common Stock of the Company ("Company Common Stock") issued and

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

in Section 1.03) will be converted into the right to receive Common Stock of

Parent ("Parent Common Stock") other than Dissenting Shares (as defined in

Section 2.01(d)).

B. Parent, Sub and the Company desire to make certain representations,

warranties, covenants and agreements in connection with the Merger and also to

prescribe various conditions to the Merger.

C. 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:

ARTICLE I

THE MERGER

1.01 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"), Sub shall be merged with and into the Company at the Effective

Time of the Merger. At the Effective Time of the Merger, the separate

existence of Sub shall cease, and the Parent shall continue as the surviving

corporation (the "Surviving Corporation") and shall change its corporate name

to Bonanza Oil & Gas, Inc. Further, shortly after the effective time, the

Parent has agreed to forward split is common stock on a two point one-for-one

(2.1:1) basis.

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

transactions herein contemplated shall have been abandoned pursuant to Section

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

Article VI, 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 VI (or as soon as practicable thereafter following satisfaction or

waiver of the conditions set forth in Article VI) (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.

1.03 Effective Time of Merger. As soon as practicable following the

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

shall file articles of merger (the "Articles of Merger") executed in accordance

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

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

effective at such time as the Articles of Merger are duly filed with the

Secretary of State of Nevada, or at such other time as is permissible in

accordance with the Nevada Statutes and as Parent and the Company shall agree

should be specified in the Articles of Merger (the time the Merger becomes

effective being the "Effective Time of the Merger"). Parent shall use

reasonable efforts to have the Closing Date and the Effective Time of the

Merger to be the same day.

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

applicable provisions of Nevada Statutes.

1.05 Articles of Incorporation; Bylaws; Purposes.

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

immediately prior to the Effective Time 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 Time 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 Time

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.

1.06 Directors. The directors of the Parent at the Effective Time shall resign

and the directors of the Company at the Effective Time of the Merger 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.

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1.07 Officers. The officers of the Parent at the Effective Time shall resign

and the officers of the Company at the Effective Time of the Merger 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.

ARTICLE II

EFFECT OF THE MERGER

ON THE CAPITAL STOCK

OF THE CONSTITUENT CORPORATIONS

2.01 Effect on Capital Stock. As of the Effective Time of the Merger, by

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

shares of Company Common Stock or any shares of capital stock of Sub:

(a) Common Stock of Sub. Each share of common stock of Sub issued and

outstanding immediately prior to the Effective Time of the Merger shall be

converted into one share of Common Stock of the Surviving Corporation and shall

be the issued and outstanding capital stock of the Surviving Corporation.

(b) Cancellation of Parent-Owned Company Common Stock. Each share of

Company Common Stock that is owned by Parent, Sub or any other subsidiary of

Parent shall automatically be cancelled and retired and shall cease to exist,

and no Parent Common Stock or other consideration shall be delivered or

deliverable in exchange therefor.

(c) Conversion of Company Common Stock. Except as otherwise provided

herein, each issued and outstanding share of Company Common Stock shall be

converted into fully paid and nonassessable shares of Parent Common Stock in

accordance with the Exchange Ratio described in Section 2.02 (the "Merger

Consideration"). 8,126,984 unregistered shares of said Merger Consideration

shall be the "Initial Deposit" and deposited by the Parent with the Exchange

Agent (as described below) further to Section 2.04(a), Section 6.02(h)(i)(j)

and Section 6.03(e)(f) herein,

(d) Dissenting Shares. Notwithstanding anything in this Agreement to

the contrary, shares of Company Common Stock issued and outstanding immediately

prior to the Effective Time of the Merger held by a holder (if any) who has the

right to demand payment for and an appraisal of such shares in accordance with

the Nevada Statutes ("Dissenting Shares") shall not be converted into a

right to receive Merger Consideration unless such holder fails to perfect or

otherwise loses such holder's right to such payment or appraisal, if any. If,

after the Effective Time of the Merger, such holder fails to perfect or loses

any such right to appraisal, each such share of such holder shall be treated as

a share that had been converted as of the Effective Time of the Merger into the

right to receive Merger Consideration in accordance with this Section 2.01.

The Company shall give prompt notice to Parent of any demands received by the

Company for appraisal of shares of Company Common Stock, and Parent shall have

the right to participate in all negotiations and proceedings with respect to

such demands. The Company shall not, except with the prior written consent of

Parent, make any payment with respect to, or settle or offer to settle, any

such demands.

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(e) Cancellation and Retirement of Company Common Stock. As of the

Effective Time of the Merger, shares of Company Common Stock issued and

outstanding immediately prior to the Effective Time 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

shares of Company Common Stock shall cease to have any rights with respect

thereto, except the right to receive the applicable Merger Consideration to be

issued in consideration therefor upon surrender of such certificate in

accordance with Section 2.04.

2.02 Exchange Ratio. The "Exchange Ratio" is as follows:

Each share of Company Common Stock shall be converted into 1:1 of a share

of Parent Common Stock in the Merger, an Exchange Ratio of 1:1. The Company

has a total of one million five hundred seven thousand nine hundred thirty-

seven (1,507,937) equity membership shares issued and outstanding owned by

seven (7) members. The Initial Deposit shall be distributable by the Exchange

Agent effective as of the Effective Time of the Merger in accordance with the

provisions of Section 2.04(a) herein and the Escrow Deposit shall be

distributable pursuant to the provisions of Section 2.04(b)(iv) herein. No

fractional Parent Common Stock shall be issued in the Merger. If the product

of the number of shares a Company shareholder holds immediately prior to the

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

fractional share of Parent Common Stock, that product will be rounded down to

the nearest whole number of shares of Parent Common Stock if it is equal to or

less than the fraction of one-half (.5) of one Parent Common Stock or round up

to the nearest whole number of shares of Parent Common Stock if the said

product is greater than the fraction of one-half (.5) of one Parent Common

Stock.

2.03 Stock Options; Warrants.

(a) Assumption. At the Effective Time of the Merger, all options to

purchase Company Common Stock then outstanding under the Company's Stock Option

Plan (the "Company Option Plan"), and all options to purchase Company Common

Stock then outstanding which are not under the Company Option Plan, and all

outstanding warrants to purchase Company Common Stock then outstanding in each

case whether vested or unvested, and the Company Option Plan itself, shall be

assumed by Parent in accordance with Section 2.03(b) hereof.

(b) Stock Options and Warrants. At the Effective Time of the Merger,

each outstanding option to purchase Company Common Stock (each, a "Company

Stock Option"), whether or not granted under the Company Option Plan, and all

outstanding warrants to purchase Company Common Stock the outstanding whether

or not vested, shall by virtue of the Merger be assumed by Parent. Each Company

Stock Option and Warrant so assumed by Parent under this Agreement will

continue to have, and be subject to, the same terms and conditions of such

options immediately prior to the Effective Time of the Merger (including,

without limitation, any repurchase rights or vesting provisions and provisions

regarding the acceleration of vesting on certain transactions), except that (i)

each Company Stock Option and Warrant will be exercisable (or will become

exercisable in accordance with its terms) for that number of whole shares of

Parent Common Stock equal to the product of the number of Company Shares that

were issuable

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upon exercise of such Company Stock Option or Warrant immediately prior to the

Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to

the nearest whole number of shares of Parent Common Stock if the said product

is equal to or less than the fraction of one-half (.5) of one Parent Common

Stock or rounded up to the nearest whole number of shares of Parent Common

Stock if the said product is greater than the fraction of one-half (.5) of one

Parent Common Stock, and (ii) the per share exercise price for the shares of

Parent Common Stock issuable upon exercise of such assumed Company Stock Option

and Warrant will be equal to the quotient determined by dividing the exercise

price per Company Share at which such Company Stock Option and Warrant was

exercisable immediately prior to the Effective Time of the Merger by the

Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with

the terms of all such Company Stock Options and Warrants and use its best

efforts to ensure, to the extent required by, and subject to the provisions of,

the Company Option Plan and permitted under the Code or other relevant laws and

regulations that any Company Stock Option that qualified for tax treatment

under Section 424(b) of the Code prior to the Effective Time of the Merger

continue to so qualify after the Effective Time of the Merger. Parent shall

take all corporate actions necessary to reserve for issuance a sufficient

number of shares of Parent Common Stock for delivery upon exercise of all

Company Stock Options and Warrants on the terms set forth in this Section

2.03(b).

2.04 Exchange of Certificates

(a) Exchange Agent. As soon as reasonably practicable as of or after

the Effective Time of the Merger, Parent shall deposit the Initial Deposit with

its transfer agent (the "Exchange Agent"), for the benefit of the holders of

shares of Company Common Stock, for exchange in accordance with this Article

II. Any shares remaining in the Escrow Deposit (as described below) after the

Settlement Date (as described below) will be transferred by the Escrow Agent

(as described below) to the Exchange Agent further to the provisions of Section

2.04(b)(vi) herein, for the benefit of the holders of shares of Company Common

Stock, for disbursement pro rata to the holders of shares of Company Common

Stock as of the Effective Date of the Merger.

(b) Escrow Deposit.

(i) At the Effective Time of the Merger, Parent will cause to

be delivered to the law offices of Thomas C. Cook, as escrow agent (the "Escrow

Agent") the Merger Consideration Escrow Deposit and the Parent Escrow Deposit

to be held pursuant by the Escrow Agent.

(ii) The settlement date (the "Settlement Date") shall be

such date which is within three months from the Effective Time of the Merger

and the date of the resolution of any contests further to Section 8.03 herein.

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(iii) After the Settlement Date (a) all shares of the Parent

Escrow Deposit pursuant to which Indemnity Claims were paid further to the

provisions of the Escrow Agreement and (b) all remaining shares, if any, in the

Merger Consideration Escrow Deposit shall be transferred by the Escrow Agent to

the Exchange Agent for disbursement further to Section 2.04(a) herein, said

transfer to take place within ten (10) business days after the Settlement Date.

Exchange Agent shall deliver stock certificates of Parent Common Stock to

Company shareholders of record as of the date immediately prior to the Closing

within twenty (20) business days of receiving the aforementioned shares from

Escrow Agent. The number of shares of Parent Common Stock referenced above and

evidenced in the delivered stock certificates to each Company shareholder will

be in accordance with said shareholder's pro rata holding of Company Common

Stock as of the date immediately prior to the Closing and the terms of Section

2.02 hereof.

(c) Exchange Procedures. As soon as practicable after the Effective

Time of the Merger, each holder of an outstanding certificate or certificates

which prior thereto represented shares of Company Common Stock shall, upon

surrender to the Exchange Agent of such certificate or certificates and

acceptance thereof by the Exchange Agent, be entitled to a certificate or

certificates representing the number of shares of Parent Common Stock into

which the aggregate number of shares of Company Common Stock previously

represented by such certificate or certificates surrendered shall have been

converted pursuant to this Agreement. The Exchange Agent shall accept such

certificates upon compliance with such reasonable terms and conditions as the

Exchange Agent may impose to effect an orderly exchange thereof in accordance

with normal exchange practices. After the Effective Time of the Merger, there

shall be no further transfer on the records of the Company or its transfer

agent of certificates representing shares of Company Common Stock and if such

certificates are presented to the Company for transfer, they shall be cancelled

against delivery of certificates for Parent Common Stock as hereinabove

provided. If any certificate for such Parent Common Stock is to be issued in a

name other than that in which the certificate for Company Common Stock

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 Common 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.

Until surrendered as contemplated by this Section 2.04(b), each certificate for

shares of Company Common Stock shall be deemed at any time after the Effective

Time of the Merger to represent only the right to receive upon such surrender

the Merger Consideration as contemplated by Section 2.01.

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(d) Distributions with Respect to Unexchanged Shares. No dividends or

other distributions with respect to Parent Common Stock with a record date

after the Effective Time of the Merger shall be paid to the holder of any

unsurrendered certificate for shares of Company Common Stock with respect to

the shares of Parent Common Stock represented thereby until the surrender of

such certificate in accordance with this Article II. In addition, after the

Settlement Date, all remaining shares, if any, in the Parent Escrow Deposit

shall be transferred by the Escrow Agent to the Parent for cancellation, said

transfer to take place within ten (10) business days after the Settlement Date.

(e) No Further Ownership Rights in Company Common Stock. All shares

of Parent Common Stock issued upon the surrender for exchange of certificates

representing shares of Company Common Stock in accordance with the terms of

this Article II shall be deemed to have been issued (and paid) in full

satisfaction of all rights pertaining to the shares of Company Common Stock

theretofore represented by such certificates.

(f) No Liability. None of Parent, Sub, the Company or the Exchange

Agent shall be liable to any person in respect of any shares of Parent Common

Stock (or dividends or distributions with respect thereto) delivered to a

public official pursuant to any applicable abandoned property, escheat or

similar law. If any certificates representing shares of Company Common Stock

shall not have been surrendered prior to November 30, 2007 any such shares,

dividends or distributions in respect of such certificate shall, to the extent

permitted by applicable law, become the property of the Surviving Corporation,

free and clear of all claims or interests of any person previously entitled

thereto.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.01 Representations and Warranties of the Company. Except as set forth in

the Company Disclosure Schedule (as defined in subsection 3.01(a)), attached

hereto, or a certain schedule comprising the Disclosure Schedule, the Company

represents and warrants to Parent and Sub as follows:

(a) Organization, Standing and Corporate Power. The Company was

organized as a limited liability company on August 17, 2007, under the laws of

the State of Texas and is a predecessor to Plantation Exploration, Inc.

Plantation Working Interests, LLC was originally capitalized with $950,000.

This Limited Liability Company has since operated as an investor in oil and gas

projects. The Company acquired 8 oil and gas wells in Gonzales County, Texas.

The Company has the requisite organizational power and authority to carry on

its business as now being conducted. The Company 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 9.02) with

respect to the Company.

(b) Subsidiaries. The Company does own subsidiaries, directly or

indirectly, and the share ownership in the Company reflects proportional

ownership of the subsidiaries.

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(c) Capital Structure. The equity of the Company consists of one

million five hundred seven thousand nine hundred thirty-seven (1,507,937)

equity membership shares issued and outstanding owned by seven (7) members.

Except as set forth above, no equity shares of capital stock or other equity

securities of the Company are issued, reserved for issuance or outstanding.

All outstanding equity shares of capital stock of the Company 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 Company having the right to vote (or

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

any matters on which the members of the Company may vote. The Company

Disclosure Schedule sets forth the outstanding Capitalization of the Company.

Except as set forth above, there are no outstanding securities, options,

warrants, calls, rights, commitments, agreements, arrangements or undertakings

of any kind to which the Company is a party or by which it is bound obligating

the Company to issue, deliver or sell, or cause to be issued, delivered or

sold, additional shares of capital stock or other equity or voting securities

of the Company or obligating the Company to issue, grant, extend or enter into

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

arrangement or undertaking. Other than the Company Stock Options and Company

Warrants, there are no outstanding contractual obligations, commitments,

understandings or arrangements of the Company to repurchase, redeem or

otherwise acquire or make any payment in respect of any shares of capital stock

of the Company.

(d) Authority; Noncontravention. The Company has the requisite

corporate and other power and authority to enter into this Agreement and to

consummate the Merger. The execution and delivery of this Agreement by the

Company and the consummation by the Company of the transactions contemplated

hereby have been duly authorized by all necessary corporate action on the part

of the Company. This Agreement has been duly executed and delivered by the

Company and constitutes a valid and binding obligation of the Company,

enforceable against the Company 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 Company under, (i) the

Articles of Incorporation or Bylaws of the Company, (ii) any loan or credit

agreement, note, bond, mortgage, indenture, lease or other agreement,

instrument, permit, concession, franchise or license applicable to the Company,

its properties or assets, or (iii) subject to the governmental filings and

other matters referred to in the following sentence, any judgment, order,

decree, statute, law, ordinance, rule, regulation or arbitration award

applicable to the Company, its properties or assets. No consent, approval,

order or authorization

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of, or registration, declaration or filing with, or notice to, any federal,

state or local government or any court, administrative agency or commission or

other governmental authority, agency, domestic or foreign (a "Governmental

Entity"), is required by or with respect to the Company in connection with the

execution and delivery of this Agreement by the Company or the consummation by

the Company of the transactions contemplated hereby, except, with respect to

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

State of Nevada.

(e) Absence of Certain Changes or Events. Since August 17, 2007

(inception) the Company 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 Company; (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 Company; (iii) any event which, if it had taken

place following the execution of this Agreement, would not have been permitted

by Section 4.01 without prior consent of Parent; or (iv) any condition, event

or occurrence which could reasonably be expected to prevent, hinder or

materially delay the ability of the Company to consummate the transactions

contemplated by this Agreement.

(f) Litigation; Labor Matters; Compliance with Laws.

(i) There is no suit, action or proceeding or investigation

pending or, to the knowledge of the Company, threatened against or affecting

the Company or any basis for any such suit, action, proceeding or investigation

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

material adverse effect with respect to the Company or prevent, hinder or

materially delay the ability of the Company to consummate the transactions

contemplated by this Agreement, nor is there any judgment, decree, injunction,

rule or order of any Governmental Entity or arbitrator outstanding against the

Company having, or which, insofar as reasonably could be foreseen by the

Company, in the future could have, any such effect.

(ii) The Company is not a party to, or bound by, any

collective bargaining agreement, contract or other agreement or understanding

with a labor union or labor organization, nor is it the subject of any

proceeding asserting that it has committed an unfair labor practice or seeking

to compel it to bargain with any labor organization as to wages or conditions

of employment nor is there any strike, work stoppage or other labor dispute

involving it pending or, to its knowledge, threatened, any of which could have

a material adverse effect with respect to the Company.

(iii) The conduct of the business of the Company complies

with all statutes, laws, regulations, ordinances, rules, judgments, orders,

decrees or arbitration awards applicable thereto.

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(g) Benefit Plans. The Company is not a party to any collective

bargaining agreement or any bonus, pension, profit sharing, deferred

compensation, incentive compensation, stock ownership, stock purchase, phantom

stock, retirement, vacation, severance, disability, death benefit,

hospitalization, medical or other plan, arrangement or understanding (whether

or not legally binding) under which the Company currently has an obligation to

provide benefits to any current or former employee, officer or director of the

Company (collectively, "Benefit Plans").

(h) Certain Employee Payments. The Company is not a party to any

employment agreement which could result in the payment to any current, former

or future director or employee of the Company of any money or other property or

rights or accelerate or provide any other rights or benefits to any such

employee or director as a result of the transactions contemplated by this

Agreement, whether or not (i) such payment, acceleration or provision would

constitute a "parachute payment" (within the meaning of Section 280G of the

Code), or (ii) some other subsequent action or event would be required to cause

such payment, acceleration or provision to be triggered.

(i) Tax Returns and Tax Payments. The Company has timely filed all

Tax Returns required to be filed by it, has paid all Taxes shown thereon to be

due and has provided adequate reserves in its financial statements for any

Taxes that have not been paid, whether or not shown as being due on any

returns. No material claim for unpaid Taxes has been made or become a lien

against the property of the Company or is being asserted against the Company,

no audit of any Tax Return of the Company is being conducted by a tax

authority, and no extension of the statute of limitations on the assessment of

any Taxes has been granted by the Company and is currently in effect. As used

herein, "taxes" shall mean all taxes of any kind, including, without

limitation, those on or measured by or referred to as income, gross receipts,

sales, use, ad valorem, franchise, profits, license, withholding, payroll,

employment, excise, severance, stamp, occupation, premium value added, property

or windfall profits taxes, customs, duties or similar fees,, assessments or

charges of any kind whatsoever, together with any interest and any penalties,

additions to tax or additional amounts imposed by any governmental authority,

domestic or foreign. As used herein, "Tax Return" shall mean any return, report

or statement required to be filed with any governmental authority with respect

to Taxes.

(j) Environmental Matters. The Company is in compliance with all

applicable Environmental Laws. "Environmental Laws" means all applicable

federal, state and local statutes, rules, regulations, ordinances, orders,

decrees and common law relating in any manner to contamination, pollution or

protection of human health or the environment, and similar state laws.

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(k) Material Contract Defaults. The Company is not, or has not,

received any notice or has any knowledge that any other party is, in default in

any respect under any Material Contract; and there has not occurred any event

that with the lapse of time or the giving of notice or both would constitute

such a material default. For purposes of this Agreement, a Material Contract

means any contract, agreement or commitment that is effective as of the Closing

Date to which the Company is a party (i) with expected receipts or expenditures

in excess of $100,000, (ii) requiring the Company to indemnify any person,

(iii) granting exclusive rights to any party, (iv) evidencing indebtedness for

borrowed or loaned money in excess of $100,000 or more, including guarantees of

such indebtedness, or (v) which, if breached by the Company in such a manner

would (A) permit any other party to cancel or terminate the same (with or

without notice of passage of time) or (B) provide a basis for any other party

to claim money damages (either individually or in the aggregate with all other

such claims under that contract) from the Company or (C) give rise to a right

of acceleration of any material obligation or loss of any material benefit

under any such contract, agreement or commitment.

(l) Properties. The Company has good, clear and marketable title to

all the tangible properties and tangible assets reflected in the latest balance

sheet as being owned by the Company or acquired after the date thereof which

are, individually or in the aggregate, material to the Company's business

(except properties sold or otherwise disposed of since the date thereof in the

ordinary course of business), free and clear of all material liens.

(m) Trademarks and Related Contracts. To the knowledge of the Company:

(i) As used in this Agreement, the term "Trademarks" means

trademarks, service marks, trade names, Internet domain names, designs,

slogans, and general intangibles of like nature; the term "Trade Secrets" means

technology; trade secrets and other confidential information, know-how,

proprietary processes, formulae, algorithms, models, and methodologies; the

term "Intellectual Property" means patents, copyrights, Trademarks,

applications for any of the foregoing, and Trade Secrets; the term "Company

License Agreements" means any license agreements granting any right to use or

practice any rights under any Intellectual Property (except for such agreements

for shrink-wrap or click wrap software or other off-the-shelf products that are

generally available for less than $25,000), and any written settlements

relating to any Intellectual Property, to which the Company is a party or

otherwise bound; and the term "Software" means any and all computer programs,

including any and all software implementations of algorithms, models and

methodologies, whether in source code or object code.

(ii) To the knowledge of the Company, none of the Company's

Intellectual Property, Software or Company License Agreements infringe upon the

rights of any third party that may give rise to a cause of action or claim

against the Company or its successors.

(n) Board Recommendation. The Members of the Company have unanimously

determined that the terms of the Merger are fair to and in the best interests

of the shareholders of the Company and recommended that the holders of the

shares of Company Common Stock approve the Merger.

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(o) Required Company Vote. The affirmative vote of a majority of the

equity shares of the Company's equity stock is the only vote of the holders of

any class or series of the Company's securities necessary to approve the Merger

(the "Company Shareholder Approval").

3.02 Representations and Warranties of Parent and Sub. Except as set forth in

the disclosure schedule delivered by Parent to the Company at the time of

execution of this Agreement (the "Parent Disclosure Schedule"), Parent and Sub

represent and warrant to the Company as follows:

(a) Organization, Standing and Corporate Power. Each of Parent, Sub

and the other Parent Subsidiaries (as defined in Section 3.02(b)) is (or at

Closing will be) duly organized, validly existing and in good standing under

the laws of the State of Nevada, as is applicable, and has the requisite

corporate power and authority to carry on its business as now being conducted.

Each of Parent, Sub and the other Parent Subsidiaries 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 with respect to Parent.

(b) Subsidiaries. The only direct or indirect subsidiaries of Parent

are listed in the Parent Disclosure Schedule (together with Sub, the "Parent

Subsidiaries"). All the outstanding shares of capital stock of each such

Parent Subsidiary which is a corporation have been validly issued and are fully

paid and nonassessable and, except as set forth in the Parent Disclosure

Schedule, are owned (of record and beneficially) by Parent, free and clear of

all Liens. Except for the capital stock of its subsidiaries, which are

corporations, Parent does not own, directly or indirectly, any capital stock or

other ownership interest in any corporation, partnership, business association,

joint venture or other entity.

(c) Capital Structure. The authorized capital stock of Parent

consists of 60,000,000 shares of Parent Common Stock, $0.001 par value, of

which 10,231,419 shares of Parent Common Stock are issued and outstanding.

There are no convertible notes, options and otherwise instruments outstanding.

immediately after the Effective Time of the Merger, 6,180,000 shares of Parent

Common Stock held by the two affiliated shareholders shall be automatically

cancelled, further to a separate Share Cancellation Agreement. Upon the

cancellation of these shares, the Parent has agreed to transfer the assets, any

intellectual property and liabilities to the former President of National

Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two

affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in

exchange for the benefit of the Parent to complete the acquisition of

Plantation Working Interests, LLC. (See Exhibit B.)

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<PAGE>

Also authorized are 15,000,000 shares of preferred stock, $0.001 par value,

none of which is issued and outstanding. Except as set forth above, no shares

of capital stock or other equity securities of Parent are issued, reserved for

issuance or outstanding. All outstanding shares of capital stock of Parent are,

and all shares which may be issued pursuant to this Agreement will be, when

issued, duly authorized, validly issued, fully paid and nonassessable and, not

subject to preemptive rights, and issued in compliance with all applicable

state and federal laws concerning the issuance of securities. There are no

outstanding bonds, debentures, notes or other indebtedness or other securities

of Parent having the right to vote (or convertible into, or exchangeable for,

securities having the right to vote) on any matters on which shareholders of

Parent may vote. Except as set forth above, there are no outstanding

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

arrangements or undertakings of any kind to which Parent or any of its

subsidiaries is a party or by which any of them is bound obligating Parent or

any its subsidiaries to issue, deliver or sell, or cause to be issued,

delivered or sold, additional shares of capital stock or other equity

securities of Parent or any of its subsidiaries or obligating Parent or any of

its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or

sold, additional shares of capital stock or other equity securities of Parent

or any of its subsidiaries or obligating Parent or any of its subsidiaries 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 Parent or any of its subsidiaries to repurchase, redeem or

otherwise acquire or make any payment in respect of any shares of capital stock

of Parent or any of its subsidiaries. The authorized capital stock of Sub

consists of 75,000,000 shares of common stock, $0.001 par value per share, no

shares have been issued.

(d) Authority; Noncontravention. Parent and Sub have all requisite

corporate authority to enter into this Agreement and to consummate the

transactions contemplated by this Agreement. The execution and delivery of

this Agreement by Parent and Sub and the consummation by Parent and Sub of the

transactions contemplated by this Agreement have been