ACQUISITION AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 - Merger Agreement


                  ACQUISITION AGREEMENT AND PLAN OF MERGER


This ACQUISITION AND PLAN OF MERGER AGREEMENT ("Agreement") is made and
entered into on this 15th day of April, 2009 by and among AirtimeDSL,
a Nevada corporation (the "Parent"), AirtimeDSL Acquisition
Corporation, a Nevada Corporation (the "Merger Sub") which is a wholly
owned subsidiary of Parent and TAG Industries, Inc., a Florida
corporation ("TAG").

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 December 28, 2006 (the "Articles of Incorporation").

B.  The Merger Sub is a Nevada Corporation formed under the laws of the
State of Nevada on March 25, 2009, as a subsidiary of AirtimeDSL.

C. TAG Industries, Inc., was formed under the laws of the State of
Florida pursuant to Articles of Organization filed with the Florida
Secretary of State on July 14, 2005.

D. The Board of Directors of the Parent and the majority shareholders
of the Parent have determined that a merger of TAG with and into the
Merger Sub (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  shareholders, and its Board of Directors has approved such Merger.

E. The Board of Directors of the Merger Sub and the majority
shareholders of the Merger Sub 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 its shareholders, and its
Board of Directors has approved such Merger. 

F. The Board of Directors of TAG and as well as the requisite
shareholders of TAG 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 shareholders of TAG, and its Board of
Directors has approved the Merger.

G. The Parent, Merger Sub, and TAG 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 Merger Sub.

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" and "Closing Date" shall mean the closing of the transactions
contemplated by this Agreement.
1.04 Effective Time

"Effective Time" 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 Liens

"Lien" shall mean any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind, including, without limitation, any
conditional sale or other title retention agreement, any lease in the
nature thereof and the filing of or agreement to give any financing
statement under the Uniform Commercial Code of any jurisdiction and
including any lien or charge arising by statute or other law.

1.06 TAG's shares

"TAG's shares" shall mean the common stock, par value $0.001 per share
of TAG Industries, Inc.

1.07 Material Adverse Change

"Material Adverse Change" or "Material Adverse Effect" means, when used
in connection with TAG 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.

1.10 Surviving Corporation

"Surviving Corporation" shall have the meaning set forth in Section
2.01.

1.11 Tax Return

"Tax Return" shall include all returns and reports (including
elections, declarations, disclosures, schedules, estimates and
information returns (including Form 1099 and partnership returns filed
on Form 1065) required to be supplied to a Tax authority relating to
Taxes.


II. THE MERGER

2.01 The Merger.  Upon the terms and subject to the conditions set
forth in this Agreement, the Certificate of Merger and in accordance
with Nevada Corporations Code (the "Nevada Statutes") and Florida
Revised Statutes (the "Florida Statutes"), TAG shall be merged with and
into the Merger Sub at the Effective Time of the Merger.  At the
Effective Time of the Merger, the Merger Sub shall merger with TAG, and
TAG shall continue as a subsidiary of the Parent and shall continue its
corporate existence under the laws of the State of Florida .  The
Parent shall change its corporate name to Clear-lite Holdings, Inc.

2.02 Effective Time.  The Merger shall become effective on the date and
at the time the Articles of Merger is filed with the Secretary of State
of Florida in accordance with Section 607.1101 of the Florida Business
Corporation Act and with the Secretary of State of Nevada pursuant to
section 92A.200 of the Nevada Revised Statutes.  The time at which the
Merger shall become effective as aforesaid is referred to hereinafter
as the "Effective Time."

2.03 Closing.  The closing of the Merger (the "Closing") shall occur
concurrently with the Effective Time (the "Closing Date").  The Closing
shall occur 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. 

2.04 Procedure for Closing.

At or prior to Closing, the following will occur:

(a) each TAG share that shall be outstanding immediately prior to the
Effective Time shall, by virtue of the Merger and without any action on
the part of the holder thereof, be converted into the right to receive
one share of common stock, par value $.001 per share, of the Merger
Sub, which will be subsequently exchanged for one common share of the
Parent, so that at the Effective Time, Parent shall be the holder of
all of the issued and outstanding shares of the TAG.  TAG shareholders
shall surrender the certificates evidencing one hundred percent (100%)
of TAG shares, and all shares of TAG 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
TAG shares 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
TAG shares.

(b) the TAG shares which shares at the Closing will constitute all of
the issued and outstanding shares of capital stock of TAG beneficially
owned by the stockholders listed in Schedule A, shall, by
virtue of the Merger and without any action on the part of the holders
thereof, be converted into the right to receive one share of Capital
Stock for each TAG share.  The shareholders of the Merger Sub shall
surrender the certificates evidencing one hundred percent (100%) of the
Merger Sub's Capital Stock, and all Capital Stock of the Merger Sub
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 exchanged for Parent Shares.

(c) Promptly after the Effective Time and upon surrender of a
certificate or certificates representing the TAG shares that were
outstanding immediately prior to the Effective Time or an affidavit and
indemnification in form reasonably acceptable to counsel for the Parent
stating that such stockholder has lost their certificate or
certificates or that such have been destroyed, Parent shall issue to
each  record holder of TAG share surrendering such certificate or
certificates,, a certificate or certificates registered in the name of
such stockholder representing the number of shares of Capital Stock
that such stockholder shall be entitled to receive as set forth in
Section 2.04 (b) hereof.  Until the certificate, certificates or
affidavit is or are surrendered as contemplated by this Section 2.04
(c) hereof, each certificate or affidavit that immediately prior to the
Effective Time represented any outstanding TAG shares shall be deemed
at and after the Effective Time to represent only the right to receive
upon surrender as aforesaid the Capital Stock specified in Schedule
2.04 (b) hereof for the holder thereof.  The Parent will issue and
deliver twenty-six million six hundred seventy-one thousand eight
hundred seventy-five (26,671,875) shares of its Capital Stock to the
Merger Sub representing Shares issued in exchange for one hundred
percent (100%) of TAG shares.  The Merger Sub will then issue and
deliver twenty-six million six hundred seventy-one thousand eight
hundred seventy-five (26,671,875) of the Parent's Capital Stock, as set
forth hereof in accordance with this agreement in exchange for the
Merger Sub's shares.

(d) Directors. The current director of the Parent shall resign and
pursuant to Nevada Corporate law, NRS 78.335(5) the vacant Parent board
member will be duly replaced with Thomas J. Irvine, until the earlier
of his resignation or removal or until his 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 shall be the officers of the Parent, 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 Thomas J. Irvine as Chairman and CEO; and Lisa A.
Niedermeyer as Senior VP of Marketing.

2.05 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
TAG shall agree (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.

2.06 Effects of the Merger. The Merger shall have the effects set forth
in the applicable provisions of Nevada and Florida Statutes.

2.07 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.
 
III. EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT
CORPORATIONS

3.01 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 the TAG shares:

(a) Exchange. At closing, each TAG share issued and outstanding
immediately prior to the Effective Time of the Merger shall be
converted into one share of Merger Sub's Capital Stock issued for each
share of TAG held and shall subsequently be exchanged into the Parent's
Capital Stock at a ratio of one-to-one (1:1) TAG share of Parent's
Capital Stock ("the Merger Consideration").  Said differently, TAG's
shareholders currently own 26,671,875of TAG shares which will be
converted on a pro-rata basis in exchange for 26,271,875 of the Merger
Sub's shares and subsequently 26,671,875 of the Parent's common shares.

(b) No fractional Stock shall be issued in the Merger.  If the product
of the number of shares a TAG shareholder holds immediately prior to
the Closing multiplied by the exchange ratio would result in the
issuance of a fractional share of Merger Sub's  Capital Stock, that
product will be rounded down to the nearest whole number of shares of
Merger Sub's 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 Merger Sub's ' Capital Stock if the said
product is greater than the fraction of one-half (.5) of one Parent
Capital Stock.  The Merger Sub's shares will be subsequently converted
into the Parent's shares.

(c) If at any time after the Effective Time, 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
TAG its right, title, or interest in, to, or under any of the rights,
properties, or assets of TAG or (b) to otherwise carry out the
provisions of this Agreement, the Surviving Corporation is authorized,
in the name and on behalf of TAG, 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, as amended (the "Securities
Act").

(e) After the Effective Time of the Merger, there shall be no further
transfer on the records of TAG of certificates representing TAG shares
and there shall be no further transfer on the records of the Merger Sub
of certificates representing the Securities of the Merger Sub.  If any
certificate for such Parent Capital Stock is to be issued in a name
other than that in which the certificate for Merger Sub's or TAG
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 Merger Sub's Capital Stock.  All
shares of Parent Capital Stock issued upon the surrender of the TAG
shares 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 TAG Shares theretofore represented by such
certificates.

(g) No Further Ownership Rights in TAG shares.  All shares of Parent's
Capital Stock issued upon the surrender of TAG shares 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 TAG shares
theretofore represented by such certificates.

(h) Closing. One hundred percent (100%) of the Certificates
representing the TAG shares shall be delivered to Parent for
cancellation and one hundred percent (100%) of the Certificates
representing the TAG's shares shall be delivered to Parent for
cancellation.

IV. CONDITIONS PRECEDENT TO THE OBLIGATION OF TAG TO CLOSE

The obligation of TAG to complete the Closing is subject, at the option
of TAG, to the fulfillment on or prior to the Closing Date of the
following Conditions, any one or more of which may be waived by TAG and
Shareholders in writing:

4.01 Representations and Covenants. The representations and warranties
of the Parent and Merger Sub 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
Merger Sub shall have performed and complied with all covenants and
agreements required by this Agreement to be performed or complied with
by the Parent and Merger Sub on or prior to the Closing Date.

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 Merger Sub
shall have delivered to TAG, if requested, resolutions by their
respective Board of Directors certified by the Secretary of Parent or
Merger Sub authorizing the transactions contemplated by this Agreement.

4.03 Satisfactory Business Review.  TAG and their representatives shall
have completed the review of the business of Parent and Merger Sub
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 Merger Sub.

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 Merger Sub 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
Merger Sub; and (c) none of the properties or assets of Parent or
Merger Sub 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
TAG 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 Merger Sub, Parent and their Shareholders, a material
adverse affect on the assets, properties, business, operations, or
condition (financial or otherwise) of Parent or Merger Sub.

4.06 Parent will obtain Majority Shareholder approval for the Merger
prior to Closing.

4.07 Review of Financial Statements. TAG designated representatives
shall complete a satisfactory review of Financial Statements of Parent
and Merger Sub immediately prior to Closing in accordance with the
provisions herein.

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

4.09  Ed Heckerson and his wife, individual shareholders of the Parent
shall deliver certificates of the Parent representing an aggregate of
40,050,000 shares of the Capital Stock of the Parent along with
irrevocable instructions to the transfer agent to cancel such
certificates and upon such cancellation.  The cancellation of these
shares will be exchanged for the current assets of the Parent, which
includes:  property, equipment, cash in corporate bank account, and
intellectual property.

4.10  Merger Sub 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 Merger Sub 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 Merger Sub shall have
delivered to TAG 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 shareholders of TAG, one hundred percent (100%)
of the Shareholders of the Merger Sub, 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.  Merger Sub shall have no assets and no
liabilities at the time of Closing.

V.  DOCUMENTS TO BE FURNISHED TO TAG BY PARENT AND MERGER SUB

(a) Certified copies of resolutions of the Parent and Merger Sub
approving and authorizing the execution, delivery and performance of
this Agreement and authorizing all of the necessary and proper action
to enable Parent and Merger Sub to comply with the terms of this
Agreement.

(b) The Corporate Book of Parent and Merger Sub.

(c) A list of the authorized and outstanding securities of Parent and
Merger Sub certified by their transfer agents.

(d) A list of the officers and directors of Parent and Merger Sub.

(e) Copies of the Articles of Incorporation and bylaws currently in
effect of Parent and Merger Sub.

(f) Copies of all contracts, agreements or commitments in which Parent
or Merger Sub is a party.

(g) A list of all fringe benefit plans and programs applying to
employees of Parent and Merger Sub including but not limited to,
pension, profit sharing, life insurance, medical, bonus, incentive and
similar plans and the approximate annual cost of each.

(h) A list of all employees of Parent and Merger Sub.

(i) 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 Merger Sub together with the corporate owner.

(j) Copies of all financing or loan agreements, mortgages or similar
agreements to which Parent and Merger Sub are a party.

(k) Copies of all powers of attorney granted by Parent or Merger Sub.

(l) 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.

(m) A certificate from the Chief Executive Officer of Parent and Merger
Sub, to the effect that all representations and warranties of Parent
and Merger Sub made under this Agreement are true and correct as of the
Closing, the same as though originally given to TAG on said date.

(n) Such other instruments and documents as are required to be
delivered pursuant to the provisions of this Agreement.

(o) Corporate minutes and/or resolutions reflecting the Resignations
and Appoints set forth in Section 2.04 (c) and (d).

(p) The irrevocable transfer agent instruction set forth in Section
4.09 hereof, requesting the cancellation of 40,050,000 Capital Stock of
Parent.

VI. REPRESENTATIONS AND WARRANTIES

6.01  Representations and Warranties of TAG.  Except as set forth in
TAG disclosure schedule (the "TAG Disclosure Schedule") TAG represents
and warrants to Parent as follows:

(a)  Organization, Standing and Corporate Power.  TAG is a Florida
corporation duly incorporated, 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.  TAG 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.

(b) Subsidiaries.  TAG has no subsidiaries.

(c) Capital Structure.  The issued and outstanding shares of TAG
consists of twenty six million six hundred seventy-one thousand and
eight hundred seventy-five (26,671,875) shares that are held by
approximately 25 shareholders.  Except as set forth herein TAG has no
other securities of any nature issued, reserved for issuance or
outstanding.  All outstanding TAG shares 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 TAG having the right to vote (or
convertible into, or exchangeable for, securities having the right to
vote) on any matters on which shareholders of TAG may vote. There are
no outstanding securities, options, warrants, calls, rights,
commitments, agreements, arrangements or undertakings of any kind to
which TAG is a party or by which it is bound obligating TAG to issue,
deliver or sell, or cause to be issued, delivered or sold, additional
TAG shares or other equity or voting securities of TAG or obligating
TAG 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 TAG to repurchase,
redeem or otherwise acquire or make any payment in respect of any TAG
shares or securities of TAG.  There are no agreements or arrangements
pursuant to which TAG is or could be required to register TAG shares or
other securities under the Securities Act of 1933 or other agreements
or arrangements with or among any holders of TAG shares or with respect
to any securities of TAG.

(d) Authority; Noncontravention.  TAG has the requisite power and
authority to enter into this Agreement and to consummate the Merger. 
The execution and delivery of this Agreement by TAG and the
consummation by TAG of the transactions contemplated hereby have been
duly authorized by all necessary corporate action on the part of TAG. 
This Agreement has been duly executed and delivered by TAG and
constitutes a valid and binding obligation of TAG, enforceable against
TAG 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 material  lien upon any of the
properties or assets of TAG, 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 December 31, 2008 TAG
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; (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;
(iii) any event which, if it had taken place following the execution of
this Agreement, would not have been permitted under the terms of this
Agreement without prior consent of Parent; or (iv) any condition, event
or occurrence which could reasonably be e