AGREEMENT AND PLAN OF MERGER



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

May, 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 in Article VIII.



         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 (i) 1,000,000 validly issued, fully paid and non-assessable

shares of restricted common stock of HBOA (the "HBOA Shares") and (ii) warrants

("Warrants") to purchase 1,000,000 shares of HBOA's common stock. The HBOA

Shares and Warrants will be issued at the Closing. The exercise price of the

Warrants will be 110% of the Company's average trading price during the 30 day

period prior to the Closing Date. The average trading price will be determined

by averaging the high and low bid prices during the thirty days preceding the

Closing Date. The Warrants will be immediately exercisable and will expire three

years after the Closing Date.



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

each agree that they will each place 250,000 shares of HBOA's common stock (the

"Escrowed Shares), an aggregate of 500,000 share of HBOA's common stock in

escrow, pursuant to the terms and conditions of certain escrow agreements. Cox

and Taylor agree that the Escrowed Shares will not be released from escrow if

either one of them leaves the Surviving Corporation prior to the one (1) year

period after the Closing Date.

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         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.

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