AGREEMENT AND PLAN OF MERGER



                             DATED OCTOBER 16, 2001,



                                      AMONG



                               SYNERGY 2000, INC.,



                      INFINITY TECHNOLOGY SOLUTIONS, INC.,



                               CONVERT-TECH, INC.,



                             CHARLES R. CRONIN, JR.



                         CRONIN FAMILY REVOCABLE TRUST,



                              COLLEEN RENE CRONIN,



                               BONNIE LYNN CRONIN,



                               AILEEN MARY CRONIN,



                                       AND



                                JEFFREY D. SEGAL

             -------------------------------------------------------







<PAGE>



         AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated October 16,

2001, among Synergy 2000, Inc., a Delaware corporation ("Parent"); Infinity

Technology Solutions, Inc., a Delaware corporation and a subsidiary of Parent

("Sub"); Convert-Tech, Inc., a California corporation (the "Company"); Charles

R. Cronin, Jr. ("Principal"), and those entities and persons listed on Exhibit A

(the "Shareholders").



                                    RECITALS



         A. Parent, Sub and the Company intend to effect a merger of the Company

into Sub (the "Merger") in accordance with this Agreement, the General

Corporation Law of the State of Delaware (the "DGCL") and the General

Corporation Law of the State of California ("CGCL"). Upon consummation of the

Merger, the Company will cease to exist and Sub will continue as a wholly-owned

subsidiary of Parent.



         B. This Agreement has been approved by the respective boards of

directors of Parent, Sub and the Company.



         C. The parties intend that the Merger will be treated as a tax free

reorganization as described in Section 368 of the Internal Revenue Code of 1986,

as amended (the "Code").



         D. The Shareholders (as defined herein) have voted for approval of this

Agreement and the Merger in accordance with all legal requirements for

shareholder approval under the CGCL.



                                    AGREEMENT



         The parties to this Agreement hereby agree as follows:



                                    ARTICLE I



                                   THE MERGER



         1.1 THE MERGER



         Upon the terms and subject to the conditions set forth in this

Agreement, and in accordance with the DGCL and the CGCL, the Company shall be

merged with and into Sub at the Effective Time (as defined below). At the

Effective Time, the separate existence of the Company shall cease, and Sub shall

continue as the surviving corporation (the "Surviving Corporation") under the

name Infinity Technology Solutions, Inc.



         1.2 CLOSING



         The closing of the Merger (the "Closing") shall take place at the

offices of Parent at 30 North Raymond Avenue, Suite 804, Pasadena, California,

91103, as soon as practicable (but in any event within three business days)

following the execution and delivery of this Agreement, or at such other date,

time and place as Parent and the Shareholders may agree. The date on which the

Closing takes place is referred to herein as the "Closing Date".







<PAGE>



         1.3 EFFECTIVE TIME OF THE MERGER. The Company shall file a Certificate

of Merger conforming to the requirements of Section 252(c) of the DGCL with the

Secretary of State of the State of Delaware and an Agreement of Merger

conforming to the requirements of Section 1103 of the CGCL with the Secretary of

State of the State of California (collectively, the "Certificates of Merger").

The Merger shall become effective at such time as all Certificates of Merger are

duly filed with the Secretary of State of the State of Delaware and the

Secretary of State of the State of California, respectively (the "Effective

Time").



         1.4 EFFECTS OF THE MERGER . The Merger shall have the effects set forth

in this Agreement and in the applicable provisions of the DGCL and the CGCL.



         1.5 CERTIFICATE OF INCORPORATION; BY-LAWS (a) The certificate of

incorporation of Sub, as in effect immediately prior to the Effective Time,

shall be the certificate of incorporation of the Surviving Corporation until

thereafter amended as provided therein or by applicable law, a true copy thereof

is attached as Exhibit B hereto.



         (b) The By-laws of Sub, as in effect immediately prior to the Effective

Time, which are attached as Exhibit C hereto shall be the By-laws of the

Surviving Corporation until thereafter amended as provided therein or by

applicable law.



                                   ARTICLE II



          CANCELLATION OF THE CAPITAL STOCK OF THE COMPANY AND PAYMENT

                              WITH RESPECT THERETO



         2.1 CONSIDERATION. At the Effective Time, by virtue of the Merger and

without any action by the parties (1) all of the outstanding shares of capital

stock of the Company (the "Company Shares") shall be converted into the right to

receive, in the aggregate, five million (5,000,000) shares of Common Stock of

the Parent ("Parent Common Stock") (the aggregate number of such shares of

Parent Common Stock, collectively, the "Merger Consideration"); and (2) all of

the outstanding shares of Company Shares shall cease to be outstanding, and

shall be cancelled and retired and shall cease to exist, and each holder of

certificates representing Company Shares (the "Company Share Certificates")

shall cease to have any rights with respect thereto, except the right to receive

its pro rata portion of the Merger Consideration upon the surrender of the

Company Share Certificates in accordance with this Section.



                                   ARTICLE III



      REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS AND THE PRINCIPAL



         Whenever any representation and warranties set forth in this Agreement

are qualified as to the "knowledge", such term means the actual knowledge, after

due and diligent inquiry, of such party's officers, directors and other

managers, provided that such persons shall have made due and diligent inquiry of

those employees whom such officers, directors and managers reasonably believe

would have actual knowledge of the matters represented.







<PAGE>



         In this Agreement, any reference to any event, change, condition or

effect being "material" with respect to any entity or group of entities means

any material event, change, condition or effect related to the financial

condition, property, assets (including intangible assets), liabilities,

business, operations or results of operations of the Company. In this Agreement,

any reference to a "Material Adverse Effect" with respect to the Company means

any event, change or effect that is materially adverse to the financial

condition, properties, assets, liabilities, business, operations or results of

operations of, the Company.



         Each of the Shareholders and the Principal, jointly and severally,

hereby represents and warrants to Parent the following, except as set forth in a

disclosure schedule delivered to Parent at the Closing, a copy of which is

attached as Exhibit D hereto (the "Company Disclosure Schedule"):



         3.1 ORGANIZATION, GOOD STANDING AND QUALIFICATION. The Company is a

corporation duly incorporated, duly organized, validly existing and in good

standing under the laws of the State of California. The Company has all

requisite corporate power and authority to own and operate its properties and

assets, to execute and deliver this Agreement and to carry on its business as

presently conducted and as presently proposed to be conducted. The Company is

duly qualified and is authorized to do business and is in good standing as a

foreign corporation in all jurisdictions in which the nature of its activities

and of its properties (both owned and leased) makes such qualification necessary

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