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<FILENAME>reorganizationagmnt.txt

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                      AGREEMENT AND PLAN OF REORGANIZATION

                                  by and among

                       Corporate Development Centers, Inc.

                              a Nevada corporation



                                       and



                         e-Perception Technologies, Inc.

                             a Delaware corporation

                        Effective as of November 20, 2001





<PAGE>





                      AGREEMENT AND PLAN OF REORGANIZATION



     THIS  AGREEMENT  AND  PLAN OF REORGANIZATION (this "Agreement") is made and

entered into this 20th day of November, 2001, by and among Corporate Development

Centers,  Inc.,  a  Nevada  corporation  ("CDC"), and e-Perception Technologies,

Inc.,  a  Delaware  corporation,  ("e-Perception").



                                    Premises



     A. This Agreement provides for the reorganization of e-Perception with CDC,

with  CDC adopting the name e-Perception, Inc., and in connection therewith, the

exchange  of  the  outstanding common stock of e-Perception for shares of common

voting stock of CDC on a four shares of e-Perception for one share of CDC basis,

all  for the purpose of effecting a tax-free reorganization pursuant to sections

354  and  368(a)  of  the  Internal  Revenue  Code  of  1986,  as  amended.



     B. The board of directors of e-Perception with respect to e-Perception, and

the  board  or directors of CDC with respect to CDC, have determined, subject to

the  terms  and  conditions  set  forth  in this Agreement, that the exchange of

shares  contemplated  hereby,  is  desirable  and  in  the best interests of the

stockholders  of  e-Perception and CDC. This Agreement is being entered into for

the  purpose of setting forth the terms and conditions of the proposed exchange.



                                    Agreement



     NOW,  THEREFORE, on the stated premises and for and in consideration of the

mutual covenants and agreements hereinafter set forth and the mutual benefits to

the  parties  to  be  derived  herefrom,  it  is  hereby  agreed  as  follows:



                                    ARTICLE I



            REPRESENTATIONS, COVENANTS AND WARRANTIES OF e-PERCEPTION



     As  an  inducement  to  and  to  obtain  the  reliance of CDC, e-Perception

represents  and  warrants  as  follows:



     Section  1.1  Organization.  e-Perception  is a corporation duly organized,

validly  existing,  and in good standing under the laws of the State of Delaware

and  has  the  corporate power and is duly authorized, qualified, franchised and

licensed under all applicable laws, regulations, ordinances and orders of public

authorities to own all of its properties and assets and to carry on its business

in  all  material respects as it is now being conducted, including qualification

to  do  business  as  a  foreign  corporation  in  the jurisdiction in which the

character  and  location of the assets owned by it or the nature of the business

transacted  by  it requires qualification. Included in Schedule 1.1 are complete

and  correct  copies  of the certificate of incorporation, bylaws and amendments

thereto  of  e-Perception  as  in  effect  on the date hereof. The execution and

delivery  of  this  Agreement  do  not  and the consummation of the transactions

contemplated  by  this  Agreement  in  accordance with the terms hereof will not

violate  any provision of e-Perception's certificate of incorporation or bylaws.

e-Perception  has full power, authority and legal right and has taken all action

required  by  law,  its certificate of incorporation, its bylaws or otherwise to

authorize  the  execution  and  delivery  of  this  Agreement.



                                       1

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     Section  1.2  Capitalization.     All  issued  and  outstanding  shares  of

e-Perception are legally issued, fully paid and nonassessable and are not issued

in  violation  of the preemptive or other rights of any person. e-Perception has

no  other  securities, warrants or options issued other than as set forth in the

Schedule  1.2.



     Section  1.3  Subsidiaries. e-Perception does not have any subsidiaries and

does  not  own,  beneficially or of record, any shares of any other corporation.



     Section  1.4  Financial  Statements.  Included  in  Schedule  1.4  is

e-Perception's  financial  statements  including  a  balance sheet, statement of



income and retained earnings, statement of cash flows and declaration of cost of

sales,  dated  as  of  June  30,  2001.  Relevant  thereto:



          (a)  the e-Perception balance sheet presents fairly as of its date the

     financial  condition  of e-Perception and e-Perception does not have, as of

     the  date  of  such  balance  sheet  and  except as noted and to the extent

     reflected  or  reserved  against  therein,  any  liabilities or obligations

     (absolute  or  contingent)  which should be reflected in a balance sheet or

     the  notes  thereto  and all material assets reflected therein are properly

     reported  and  present  fairly  the value of the assets of e-Perception, in

     accordance  with  generally  accepted  accounting  principles  ("GAAP");

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