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                          AGREEMENT AND PLAN OF MERGER



THIS AGREEMENT AND PLAN OF MERGER ("Agreement"),  dated as of April 24, 2002, is

by and among (i) CobraTech International, Inc., a Nevada corporation ("Parent");

(ii) Meta Source  Acquisition  Corp., a Delaware  corporation and a wholly-owned

subsidiary of Parent ("Acquiring Corp"); and (iii) MetaSource  Systems,  Inc., a

Delaware corporation ("Acquired Corp"). Parent, Acquiring Corp and Acquired Corp

may  sometimes  be  referred to herein as the  "Parties"  or  individually  as a

"Party".



                                   BACKGROUND



A. Acquired Corp is a Delaware company which is currently in the process of

acquiring companies which had net annual earnings of at least Two Million

Dollars ($2,000,000) for the calendar year ending December 31, 2001

(collectively, the "Acquired Entities" or referred to individually as an

"Acquired Entity"). Parent has proposed to assist Acquired Corp in acquiring the

Acquired Entities.



B. Acquiring Corp is a wholly-owned subsidiary of Parent and was formed to merge

with and into Acquired Corp so that as a result of the Merger, as defined below,

Acquired Corp will survive and become a wholly-owned subsidiary of Parent.



C. The Boards of Directors of each of Parent, Acquiring Corp, Acquired Corp and

the Acquired Entities have determined that this Agreement and the merger of

Acquiring Corp with and into Acquired Corp (the "Merger") in accordance with the

provisions of the Delaware General Corporation Law ("DGCL") and subject to the

terms and conditions of this Agreement, is advisable and in the best interests

of Parent, Acquired Corp, Acquiring Corp, Acquired Entities and their respective

stockholders.



D. The Parties desire that the Merger and related transactions qualify as a

"plan of reorganization" under Section 368(a) of the Code and not subject the

holders of shares or warrants of Acquired Corp to tax under the Code.



E. Certain  capitalized  terms used in this Agreement  without  definition shall

have the respective meanings given them in Section 17.



NOW, THEREFORE, in consideration of the foregoing and the mutual

representations, warranties, covenants and agreements contained herein and other

good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto intending to be legally bound do hereby agree

as follows:



1. THE MERGER.



         1.1 GENERAL.





                                       1

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                  (a) Upon the terms and subject to the conditions of this

Agreement and in accordance with the DGCL, at the Effective Time (as defined in

Section 1.1(b)), (i) Acquiring Corp shall be merged with and into Acquired Corp,

(ii) the separate corporate existence of Acquiring Corp shall cease, and (iii)

Acquired Corp shall be the surviving corporation (the "Surviving Corporation").

As a result of the Merger, the outstanding shares of capital stock of Acquired

Corp shall be exchanged and cancelled in the manner provided in Section 1.5.

With respect to references in this Agreement relating to any obligations or

duties of Acquired Corp accruing after the Effective Time, the usage of the

defined term "Acquired Corp" as opposed to "Surviving Corporation" shall not

operate to negate any such obligations or duties.



                  (b) The Merger shall become effective on the Closing as

defined below. The Certificate of Merger ("Certificate of Merger") filed by

Acquiring Corp shall provide for a delayed effectiveness as provided for herein.

The Certificate of Merger shall be shall be filed with the Secretary of State of

the State of Delaware in accordance with the provisions of Section 263 of the

DGCL, or at such later time as may be stated in the Certificate of Merger (the

"Effective Time"). Subject to the terms and conditions of this Agreement,

Acquired Corp and Acquiring Corp shall duly execute and file the Certificate of

Merger with the Secretary of State of the State of Delaware at the time of the

closing of the Merger (the "Closing"). The Closing shall occur ten (10) business

days following the date on which Acquired Corp provides written confirmation to

Parent and Acquiring Corp that Acquired Corp has entered into binding and final

acquisition agreements with Acquired Entities. The Parties will use their best

efforts to effectuate the Closing shall take place on or about May 31, 2002 at

the offices of MC Law Group located at 4100 Newport Place, Suite 830, Newport

Beach, California, commencing at 10:00 a.m. or on such other date, (not later

than the Expiration Date), time and place as the parties may mutually agree (the

"Closing Date").



                  (c) At the Effective Time, the effect of the Merger shall be

as provided in the applicable provisions of the DGCL. Without limiting the

generality of the foregoing, and subject thereto, at the Effective Time, all the

property, rights, privileges, powers and franchises of Acquired Corp, Acquired

Entities and Acquiring Corp shall vest in the Surviving Corporation, and all

debts, liabilities, obligations, restrictions, disabilities and duties of

Acquired Corp and Acquiring Corp shall become the debts, liabilities,

obligations, restrictions, disabilities and duties of the Surviving Corporation.



         1.2 CERTIFICATE OF INCORPORATION. The Certificate of Incorporation of

Acquired Corp, 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.

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