ACQUISITION AGREEMENT AND PLAN OF MERGER





ACQUISITION AND PLAN OF MERGER AGREEMENT ("Agreement") made April 14, 2004 by

and among CLINICAL TRIALS ASSISTANCE CORPORATION, a Nevada corporation

("Parent"), CLINICAL TRIALS ASSISTANCE ACQUISITION CORPORATION, a Nevada

corporation ("Sub"), and IT&E INTERNATIONAL, INC., a California corporation

(the "Company").



                                    RECITALS:



A. The respective Boards of Directors of Parent and the Company, as well as

all of the three shareholders of the Company have determined that a merger of

Sub with and into the Company (the "Merger"), upon the terms and subject to

the conditions set forth in this Agreement, would be fair and in the best

interests of their respective shareholders, and such Boards of Directors have

approved such Merger, pursuant to which shares of Common Stock of the Company

("Company Common Stock") issued and outstanding immediately prior to the

Effective Time of the Merger (as defined in Section 1.03) will be converted

into the right to receive Common Stock of Parent ("Parent Common Stock")

other than Dissenting Shares (as defined in Section 2.01(d)).



B. Parent, Sub and the Company desire to make certain representations,

warranties, covenants and agreements in connection with the Merger and also to

prescribe various conditions to the Merger.



C. 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:



                                    ARTICLE I



                                   THE MERGER



1.01 The Merger. Upon the terms and subject to the conditions set forth in this

Agreement, and in accordance with Nevada Corporations Code (the "Nevada

Statutes"), Sub shall be merged with and into the Company at the Effective

Time of the Merger.  At the Effective Time of the Merger, the separate

existence of Sub shall cease, and the Company shall continue as the surviving

corporation (the "Surviving Corporation") and shall continue under the name

Clinical Trials Assistance Corporation.







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1.02 Closing.  Unless this Agreement shall have been terminated and the

transactions herein contemplated shall have been abandoned pursuant to Section

7.01 and subject to the satisfaction or waiver of the conditions set forth in

Article VI, the closing of the Merger (the "Closing") will take place at 10:00

a.m. on the business day after satisfaction of the conditions set forth in

Article VI (or as soon as practicable thereafter following satisfaction or

waiver of the conditions set forth in Article VI) (the "Closing Date"), at the

law offices of Thomas C. Cook, unless another date, time or place is

agreed to in writing by the parties hereto.





1.03 Effective Time of Merger. As soon as practicable following the satisfaction

or waiver of the conditions set forth in Article VI, the parties shall file

articles of merger (the "Articles of Merger") executed in accordance with the

relevant provisions of the Nevada Statutes and shall make all other filings or

recordings required under Nevada Statutes.  The Merger shall become effective

at such time as the Articles of Merger are duly filed with the Secretary of

State of Nevada, or at such other time as is permissible in accordance with the

Nevada Statutes and as Parent and the Company shall agree should be specified

in the Articles of Merger (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.



1.04 Effects of the Merger. The Merger shall have the effects set forth in the

applicable provisions of Nevada Statutes.



1.05     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.

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