<SEQUENCE>3

<FILENAME>mergeragreement.txt

<TEXT>

<PAGE>





                          AGREEMENT AND PLAN OF MERGER



     THIS  AGREEMENT  AND  PLAN  OF  MERGER (the "Agreement") is entered into on

November  15,  2002 by PARAGON POLARIS STRATEGIES.COM INC., a Nevada corporation

("Paragon")  and  ICOWORKS,  INC.,  a  Nevada  corporation  ("Icoworks").



                             PRELIMINARY STATEMENTS



     The  Boards  of  Directors of Paragon and Icoworks deem it desirable and in

the best interests of their respective shareholders that Icoworks be merged with

and  into  Paragon (the "Merger") on the terms and conditions of this Agreement.



     The  Boards  of  Directors  of  Paragon  and  Icoworks, by resolutions duly

adopted,  have  approved  and  adopted  this  Agreement.



     In  consideration  of the mutual benefits to be derived from the Merger and

the  respective  representations, warranties, covenants and agreements contained

in  this  Agreement,  the  parties  agree  as  follows:



                               STATEMENT OF TERMS



                                    SECTION 1

                                   THE MERGER



     1.1  The  Merger.  At the Effective Time (as defined in Section 1.3 below),

Icoworks will be merged with and into Paragon in accordance with this Agreement,

the  Articles  of Merger substantially in the form of Exhibit A attached to this

Agreement  (the  "Articles of Merger"), and the applicable provisions of Chapter

92A  of  the  Nevada  Revised Statutes (the "Nevada Law"). Following the Merger,

Paragon will continue as the surviving corporation ("Surviving Corporation") and

the  separate  existence  of  Icoworks  will  cease, except insofar as it may be

continued  by  the  Nevada  Law.



     1.2 Closing. As soon as practicable following the satisfaction or waiver of

the  conditions set forth in Section 5 of this Agreement, and provided that this

Agreement  has  not  been  terminated pursuant to Section 7, the parties to this

Agreement  will hold a closing (the "Closing") for the purpose of confirming the

consummation  of  the  Merger  at  a  time  and date mutually agreed upon by the

parties. Unless otherwise agreed by the parties, the Closing will be held at the

offices  of Cane, O'Neill & Taylor LLC, 2500 West Sahara Avenue, Suite 2500, Las

Vegas, NV 98102. The date on which the Closing actually occurs is referred to as

the  "Closing  Date."  At the Closing, the parties will execute and exchange all

documents,  certificates  and  instruments  contemplated  by this Agreement. The

parties  agree  to  use commercially reasonable efforts and all due diligence to

cause the Closing to be consummated on or before May 1, 2003 unless such date is

extended  by  the  mutual  agreement  of  the  parties.



     1.3  Effective Time of the Merger. The Merger will be effective at the time

(the  "Effective  Time")  upon  the  filing  of  the Articles of Merger with the

Secretary  of  State of the State of Nevada, which certificate is to be filed in

both  places  as  soon  as  practicable  on  or  after  the  Closing  Date.



     1.4  Effect  of  the  Merger. The Merger will have the effects set forth in

Section  92A.250  of  the  Nevada  Law.  Without  limiting the generality of the

foregoing,  and subject thereto, at the Effective Time all the property, rights,

privileges, powers and franchises of Paragon and Icoworks will vest in Surviving

Corporation  without  further act or deed, and all debts, liabilities and duties

of  Paragon  and  Icoworks  will  become  the  debts,  liabilities and duties of

Surviving  Corporation.



     1.5  Certificate  of  Incorporation;  Bylaws.





     (a)     The  certificate  of  incorporation  of  Paragon  as  in  effect

immediately  prior  to the Effective Time will continue unchanged, except to the

extent  amended  by  the  Articles  of  Merger,  and  will  be





                                  1 of 1



<PAGE>





the  certificate  of  incorporation  of  Surviving  Corporation until thereafter

amended  in  accordance with the terms thereof and in accordance with applicable

law.  The  Articles  of  Merger  will  effect  a  name  change  of the Surviving

Corporation  to  "Icoworks,  Inc.".



     (b)     At  the  Effective  Time,  the  by-laws  of  Paragon,  as in effect

immediately  prior  to  the  Effective  Time,  will  be the by-laws of Surviving

Corporation until thereafter amended in accordance with the terms thereof and in

accordance  with  applicable  law.



     1.6  Directors  and  Officers.  The  directors  and  officers  of  Icoworks

immediately  prior  to  the  Effective  Time will be the directors and officers,

respectively,  of  Surviving  Corporation  after the Effective Time, until their

successors  are  duly  elected,  appointed  or  qualified or until their earlier

death,  resignation  or  removal in accordance with certificate of incorporation

and  bylaws  of  Surviving  Corporation.  Notwithstanding the terms of the first

sentence  of  this  section  1.6  to  the  contrary, Paragon agrees to appoint a

majority  of directors as nominated by Icoworks to the board of directors of the

Surviving  Corporation  immediately  after  the  Closing  Date.



     1.7  Taking  of  Necessary  Action. If after the Effective Time any further

action  is  necessary  to  carry  out  the purposes of this Agreement or to vest

Surviving  Corporation  with  full  title  to  all  assets,  rights,  approvals,

immunities  and  franchises  of either Paragon or Icoworks, and the officers and

directors  of  Paragon and Icoworks and Surviving Corporation will take all such

necessary  action.



     1.8  Private Placements. Icoworks acknowledges and agrees that Paragon will

be entitled to complete private placement transactions for gross proceeds not to

exceed  $1,000,000  during the period between the date of this Agreement and the

Effective Time in order to raise the funds necessary to complete the acquisition

of  Icoworks  and  to  fund  its  ongoing  working  capital  requirements.



     1.9  Stock  Split.  Icoworks  acknowledges  and agrees that Paragon will be

entitled  to  at  its election to proceed with a two-for-one split of its common

stock  during  the  period  between the date of this Agreement and the Effective

Time.







                                    SECTION 2

                         PAYMENT OF MERGER CONSIDERATION





     2.1     Merger  Consideration.





     (a)  Conversion  of  Icoworks  Common  Stock. Each share of Icoworks common

stock,  par  value  $0.001  per  share  ("Icoworks  Common  Stock")  issued  and

outstanding  immediately  prior  to  the  Effective  Time (other than Dissenting

Shares, as defined in Section 2.4) will, by virtue of the Merger and without any

action on the part of the holder thereof, be converted into one share of Paragon

Common Stock (as defined in Section 4.3) (the "Merger Shares"), provided that if

the stock split contemplated by Section 1.9 of this Agreement is completed, each

share  of  Icoworks  Common  Stock  will be converted into two shares of Paragon

Common  Stock.



     (b)  Conversion  of  Icoworks  Stock  Options.  Each  option to purchase or

otherwise  acquire shares of Icoworks Common Stock, whether for cash or based on

performance  of  milestones  (each,  a  "Icoworks  Stock  Option")  issued  and

outstanding  immediately  prior  to  the  Effective  Time will, by virtue of the

Merger  and  without  any action on the part of the holder thereof, be converted

into  an  option  to  purchase or otherwise acquire an equal number of shares of

Paragon  Common Stock on the same terms and conditions and will be recognized as

such by Paragon, provided that if the stock split contemplated by Section 1.9 of

this  Agreement  is completed, each Icoworks Stock Option will be converted into

an  option  to  purchase  twice  the number of shares of Paragon Common Stock at

one-half  of  the  original  exercise  price.



     (c)  Conversion  of  Icoworks  Warrants. Each share purchase to purchase or

otherwise  acquire shares of Icoworks Common Stock, whether for cash or based on

performance  of  milestones  (each, a "Icoworks Warrant") issued and outstanding

immediately  prior  to  the  Effective  Time  will,  by virtue







                                  2 of 2



<PAGE>







of  the  Merger  and  without  any  action on the part of the holder thereof, be

converted  into  an  option  to purchase or otherwise acquire an equal number of

shares  of  Paragon  Common  Stock  on the same terms and conditions and will be

recognized  as such by Paragon, provided that if the stock split contemplated by

Section  1.9  of  this  Agreement  is  completed,  each Icoworks Warrant will be

converted  into  a  warrant  to  purchase  twice the number of shares of Paragon

Common  Stock  at  one-half  of  the  original  exercise  price.



     2.2  Conversion  Procedure.





     (a)  Stock Certificate Conversion Procedure. After the Effective Time, each

holder  of  Icoworks  Common Stock will be entitled to exchange his, her, or its

certificate  representing  the  Icoworks  Common  Stock  ("Icoworks  Stock

Certificate")  for  a  certificate  representing the number of shares of Paragon

Common  Stock  into  which  the  number  of  shares of Icoworks Stock previously

represented  by  such  certificate  surrendered  have been converted pursuant to

Section  2.1(a)  of  this  Agreement.  Each  holder of Icoworks Common Stock may

exchange  his, her or its Icoworks Stock Certificate by delivering it to Paragon

duly  endorsed  in  blank  (or  accompanied  by  duly executed stock powers duly

endorsed  in  blank),  in each case in proper form for transfer, with signatures

guaranteed,  and,  if applicable, with all stock transfer and any other required

documentary  stamps  affixed  thereto and with appropriate instructions to allow

the  transfer  agent  to  issue certificates for the Paragon Common Stock to the

holder  thereof.  Until  surrendered  as  contemplated by this Section 2.2, each

Icoworks  Stock  Certificate will be deemed at any time after the Effective Time

to  represent  only  the  right  to  receive  Paragon  Common Stock certificates

representing  the  number of whole shares of Paragon Common Stock into which the

shares  of  Icoworks  Common Stock formerly represented by such certificate have

been  converted. Upon receipt of such duly endorsed Icoworks Stock Certificates,

Paragon  will cause the issuance of the number of shares of Paragon Common Stock

as  converted  pursuant  to  Section  2.1(a)  of  this  Agreement.



     (b)  Icoworks  Stock Option Conversion Procedure. After the Effective Time,

to  the  extent  determined  necessary  by  Paragon,  Paragon  will  replace the

certificate,  agreement  or  other  documentation  evidencing any Icoworks Stock

Option  ("Icoworks  Stock  Option Agreement") with a new certificate, agreement,

confirmation  or  other  documentation  for  the purchase or Paragon of the same

number  of  shares of Paragon Common Stock as were subject to the Icoworks Stock

Option  on  terms  as  nearly  equivalent  to those of the Icoworks Stock Option

Agreement  as may be accomplished under applicable law (the "Paragon Replacement

Stock  Option").  Any  holder  of  a  Icoworks  Stock Option may request Paragon

Replacement  Stock  Option  by  notifying Paragon of such request in writing and

including  a  copy  of  his,  her  or  its  Icoworks  Stock Option Agreement. No

replacement  of  a  Icoworks  Stock  Option  will  be  issued until the original

Icoworks  Stock  Option  Agreement and any other documentation deemed reasonably

necessary  by  Paragon is signed and surrendered to Paragon by the holder of the

Icoworks  Stock  Option  Agreement.  Until  surrendered  as contemplated by this

Section  2.2,  each  Icoworks  Stock Option will be deemed at any time after the

Effective  Time  to  represent  only  the right to receive a Paragon Replacement

Stock  Option  for the same number of shares of Icoworks Common Stock subject to

the  Icoworks  Stock  Option.



     (c) Icoworks Warrant Conversion Procedure. After the Effective Time, to the

extent  determined  necessary  by Paragon, Paragon will replace the certificate,

agreement  or  other  documentation  evidencing  any Icoworks Warrant ("Icoworks

Warrant  Agreement")  with  a  new certificate, agreement, confirmation or other

documentation  for  the  purchase  or  Paragon  of  the same number of shares of

Paragon  Common Stock as were subject to the Icoworks Warrant on terms as nearly

equivalent  to  those  of  the Icoworks Warrant Agreement as may be accomplished

under  applicable  law (the "Paragon Replacement Stock Option"). Any holder of a

Icoworks  Warrant  may  request  Paragon  Replacement  Stock Option by notifying

Paragon  of  such  request  in  writing  and including a copy of his, her or its

Icoworks  Warrant Agreement. No replacement of a Icoworks Warrant will be issued

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC