AGREEMENT AND PLAN OF MERGER



         AGREEMENT AND PLAN OF MERGER ("Agreement"), dated as of the 5th day of

June, 2003, by and among HBOA HOLDINGS, INC., a Florida corporation bearing

document number P00000095861 ("HBOA"), LEXSYS SOFTWARE CORP., a Florida

corporation bearing document number P94000007829 ("LSC") and the LSC

shareholders listed on the signature page hereof (collectively the "LSC

Shareholders"). HBOA and LSC are sometimes hereinafter referred to collectively

as the "Companies," or individually as a "Company." The Companies and the LSC

Shareholders are sometimes hereinafter referred to collectively as the

"Parties".



         WHEREAS, the respective Boards of Directors of the Companies deem it

advisable and in the best interests of their respective shareholders that LSC be

acquired by and become a wholly owned subsidiary of HBOA, and in furtherance

thereof, the Boards of Directors of the Companies have approved the merger of a

Florida corporation (to be formed as a wholly owned subsidiary of HBOA

("Acquisition Sub")) with and into LSC, upon the terms and subject to the

conditions set forth herein; and



         WHEREAS, the Parties intend that this Agreement constitute a "plan of

reorganization" and that such plan qualify as a reorganization within the

meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the

"Code"), as a reverse triangular merger under Code Sections 368(a)(1)(A) and

368(a)(2)(E), and provide for the representations, warranties, agreements and

conditions applicable to the Merger.



         NOW, THEREFORE, in consideration of the foregoing and the respective

representations, warranties, covenants, and agreements set forth herein, the

Parties hereto agree as follows:



                                    ARTICLE I



                                   THE MERGER



         1.1 The Merger. Subject to the terms and conditions of this Agreement,

at the Effective Time (as defined in Section 1.2 hereof), Acquisition Sub shall

be merged with and into LSC (the "Merger"), with LSC being the surviving

corporation in the Merger (the "Surviving Corporation") and the separate

existence of Acquisition Sub shall thereupon cease. The name of the Surviving

Corporation will be LexSys Corporation or any other name agreed upon by the

parties hereto. The Merger shall have the effects set forth in the Florida

Business Corporation Act (the "FBCA").



         1.2 Effective Time of the Merger. The Merger shall become effective

(the "Effective Time") upon the completion of the filing of properly executed

Articles of Merger with the Secretary of State of the State of Florida, which

filing shall be made at the Closing which shall take place after satisfaction of

the conditions set forth herein.



         1.3 Merger Consideration. At the Effective Time, by virtue of the

Merger and without any action on the part of any holder of capital stock of LSC,

HBOA or Acquisition Sub, the shares of common stock of LSC (the "LSC Share(s)")

issued and outstanding immediately prior to the Effective Time, shall be

exchangeable for and converted at the Effective Time into the right to receive

in the aggregate 1,000,000 validly issued, fully paid and non-assessable shares

of restricted common stock of HBOA (the "HBOA Shares"). The HBOA Shares will be

placed in escrow, pursuant to the terms and conditions of an escrow agreement

attached hereto as Exhibit 1.3, until the Closing.



         1.4 Escrow of Shares of the Principals. Robert Cox and Charles Taylor

each agree that they will each place 186,844 and 186,915, respectively, shares

of HBOA's common stock (the "Escrowed Shares), an aggregate of 373,759 shares of

HBOA's common stock in escrow, on the Closing Date, pursuant to the terms and

conditions of certain escrow agreements attached hereto as Exhibit 1.4A and

1.4B.



         1.5 Funding of LexSys and Liabilities. LSC and its shareholders have

represented and warranted that their liabilities do not exceed $150,000 and

these liabilities and the creditors are listed on Schedule 3.6 attached hereto.

Within one hundred twenty (120) days after the Closing, HBOA has agreed that it

will pay these liabilities on behalf of LexSys.



<PAGE>





         1.6 Articles of Incorporation of the Surviving Corporation. The

Articles of Incorporation of Acquisition Sub shall be the Articles of

Incorporation of the Surviving Corporation.



         1.7 Bylaws of the Surviving Corporation. The Bylaws of Acquisition Sub

as in effect at the Effective Time shall be the Bylaws of the Surviving

Corporation until thereafter amended in accordance with applicable law.



         1.8 Directors and Officers of the Surviving Corporation and Board Seat

on HBOA.

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