Preview | Agreement and Plan of Merger |

TABLE OF CONTENTS

Article 1	DEFINITIONS

1.1	Definitions

Article 2	THE MERGER

2.1	The Merger

2.2	Closing

2.3	Conversion of Company Preferred Stock

2.4	Mechanics of Exchange

2.5	Escrow Fund

2.6	Dissenting Stockholders

2.7	Dividends

2.8	Withholding Rights

2.9	Additional Action

2.10	No Further Rights of Transfers

2.11	Certificate of Incorporation of the Surviving Corporation

2.12	By-laws of the Surviving Corporation

2.13	Directors and Officers of the Surviving Corporation

2.14	Working Capital Adjustment

Article 3	REPRESENTATIONS AND WARRANTIES OF THE COMPANY

3.1	Due Organization, Good Standing and Corporate Power

3.2	Authorization and Validity of this Agreement

3.3	Capitalization

3.4	Consents and Approvals; No Violations

3.5	Company Financial Statements

3.6	Absence of Certain Changes or Events

3.7	Title to Properties; Encumbrances

3.8	Compliance with Laws

3.9	Litigation

3.10	Employee Benefit Plans

3.11	Employment Relations and Agreements

3.12	Taxes

3.13	Intellectual Property

3.14	Brokers or Finders Fee

3.15	Certain Contracts and Arrangements

3.16	Environmental Laws and Regulations

3.17	Insurance

3.18	Working Capital; Accounts Receivable

3.19	Inventories

3.20	Suppliers and Customers

3.21	Bank Accounts and Powers of Attorney

3.22	Disclosure

3.23	Related Party Transactions

3.24	Non-Disclosure Agreements

3.25	Right to Sell and Supply Products

Article 4	REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB

4.1	Due Organization, Good Standing and Corporate Power

4.2	Authorization and Validity of Agreements

4.3	Capitalization; Issuance of Shares

4.4	Consents and Approvals; No Violations

4.5	Commission Documents; Securities Law Compliance

4.6	Parent Financials

4.7	Brokers or Finders Fee

4.8	Ownership of Sub and Subs Operations

4.9	Litigation

4.10	Absence of Certain Changes or Events

Article 5	COVENANTS

5.1	Access to Information Concerning Properties and Records

5.2	Conduct of the Business of the Company Pending the Closing Date

5.3	Company Stockholders Approval

5.4	Commercially Reasonable Efforts

5.5	Notification of Certain Matters

5.6	Stock Option and Other Plans