AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, (hereinafter referred to as the Agreement) is made and entered into as of this 15^th day of October, 2004 (the Closing Date) by and between GREENHOLD GROUP, INC., a Florida corporation (hereinafter referred to as GG), JOHN D. HARRIS (the Responsible Party), and GOLF ACQUISITION, INC., a Florida corporation (hereinafter referred to as GOLF).

RECITALS

WHEREAS, GG and GOLF desire to merge GOLF with and into GG, whereby GG shall be the surviving entity pursuant to the terms and conditions set forth herein and whereby the transaction shall qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the IRC), or alternatively as part of transfer to a controlled corporation under Section 351 of the IRC;

WHEREAS, in furtherance of such combination, each of the Boards of Directors of GG and GOLF have approved the merger of GOLF with and into GG (the Merger), upon the terms and subject to the conditions set forth herein, in accordance with Section 607.1108 of the Florida Business Corporation Act (the FBCA).

WHEREAS, GG presently has, issued and outstanding, a total of 28,775,040 shares of its common stock, par value $0.001 per share (GG Common Stock) and has no other equity securities issued and outstanding; and

WHEREAS, the shareholders of GOLF desire to exchange all of the issued and outstanding shares of common stock of GOLF (the GOLF Shares) for Two Hundred Thirty Seven Million Three Hundred Thousand (237,300,000) shares of GG Common Stock representing approximately 89% of the total issued and outstanding GG Common Stock on a fully diluted basis.

NOW, THEREFORE, in consideration of the premises and mutual representations, warranties and covenants herein contained, the parties hereby agree as follows:

ARTICLE I

THE MERGER

SECTION 1.1 (a) Merger and Plan of Reorganization. At the Effective Time (as defined in Section 1.1(b) hereof), and subject to and upon the terms and conditions of this Agreement and the FBCA, GOLF shall be merged with and into GG, the separate corporate existence of GOLF shall cease, and GG shall be the surviving entity. GG after the Effective Time is sometimes referred to herein as the Surviving Corporation. As consideration for its agreement to surrender their GOLF Shares and to approve the Merger, the shareholders of GOLF shall receive an aggregate of Two Hundred Thirty Seven Million Three Hundred Thousand (237,300,000) shares of authorized but previously unissued GG Common Stock (the Merger Shares).

(b) The Effective Time. As promptly as practicable after the satisfaction or waiver of the conditions set forth in Articles VII, VIII and IX hereof, the parties hereto shall cause the

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merger to be consummated by filing the Articles of Merger as contemplated by Section 607.1109 of the FBCA (the Articles of Merger), together with any required related documents, with the appropriate administrator, as indicated in the FBCA, in such form as required by, and executed in accordance with the relevant provision of the FBCA. The Merger shall be effective at the time indicated in such Articles of Merger (the Effective Time).

SECTION 1.2 Issuance of Merger Shares.

(a) At the Closing, GG shall cause to be issued and delivered to the shareholders of GOLF stock certificates evidencing their ownership of the Merger Shares.

(b) The Merger Shares to be issued hereunder are deemed restricted securities as defined by Rule 144 promulgated by the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), and the shareholders of GOLF (i) are acquiring the Merger Shares for investment purposes only and without the intent to make a further distribution of the Merger Shares, (ii) are aware of the limits on resale imposed by virtue of the nature of the transactions contemplated by this Agreement, and (iii) have been given the opportunity to ask questions of, and receive answers from, the officers of GG regarding GG, its current and proposed business operations and the GG Common Stock, and the officers of GG have made available to such stockholder all documents and information that such stockholder has requested relating to an investment in GG.

(c) All Merger Shares to be issued under the terms of this Agreement shall be issued pursuant to exemptions from the registration requirements of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the restricted Merger Shares shall bear the following, or similar legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

SECTION 1.3 Effects of the Merger.

(a) Articles of Incorporation. The Articles of Incorporation of GG, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation and thereafter may be amended or repealed in accordance with its terms and applicable law.

(b) By-Laws. The By-laws of GG, as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation and thereafter may be amended or repealed in accordance with their terms or the Articles of Incorporation of the Surviving Corporation and as provided by applicable law.

(c) Directors of Surviving Corporation. The director of the Surviving Corporation immediately after Closing shall be Michael S. Hedge and Deborah Ryan until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

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(d) Officers. The officers of the Surviving Corporation immediately after the Closing shall be: (i) Michael S. Hedge, who shall serve as Chief Executive Officer and President, (ii) Deborah Ryan, who shall serve as Chief Operating Officer, and (iii) Patrick Fox, who shall serve as Chief Financial Officer. Each such officer shall serve until the earlier of his or her resignation or removal or until his or her successor is duly appointed and qualified, as the case may be.

(e) Tax-Free Reorganization. The parties intend that the Merger shall be treated as reorganization pursuant to Section 368(a) of the IRC or, alternatively, a tax-free exchange pursuant to Section 351 of the IRC. No party shall take any action or fail to take any action that would adversely affect the treatment of the Merger as a tax-free reorganization or exchange.

SECTION 1.4 Closing. Unless this Agreement shall have been terminated pursuant to Section X, and subject to the satisfaction or waiver, if permissible, of the conditions set forth in Articles VII, VIII and IX hereof, the closing of the transactions contemplated by this Agreement (the Closing) shall take place (i) at the offices of Adorno & Yoss, at 2601 S. Bayshore Drive, Miami, Florida 33133, on October 1, 2004, so long as GOLF has theretofore purchased substantially all of the assets of Datrek Professional Bags, Inc. and Miller Golf Company, LLC, or (ii) at such other time, date or place as GOLF and GG may mutually agree.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF

GG AND THE RESPONSIBLE PARTY

As an inducement of GOLF to enter into this Agreement, GG and the Responsible Party hereby makes jointly and severally, as of the date hereof and as of the Closing Date, the following representations and warranties to GOLF and its shareholders.

SECTION 2.1 Organization of GG. GG and each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, is duly qualified and in good standing as a foreign corporation in every jurisdiction in which such qualification is necessary, and has the corporate power and authority to own its properties and assets and to transact the business in which it is engaged. GG is a shell company with no assets or business operations. Schedule 2.1 contains a complete and accurate list for GG of its jurisdictions of incorporation and other jurisdictions in which it is qualified to do business. GG and the Responsible Party have all requisite corporate power and authority to execute and deliver this Agreement and all other documents executed in connection herewith and to consummate the transactions contemplated hereby and thereby, and have taken all corporate or other action necessary to consummate the transactions contemplated hereby and thereby and to perform their respective obligations hereunder and thereunder. No other corporate proceeding on the part of GG is necessary to authorize this Agreement, the Merger or to consummate the transactions contemplated hereby. Without limiting the generality of the foregoing, no approval of this transaction by the shareholders of GG is required under applicable Law. This Agreement has been duly executed and delivered by GG and the Responsible Party and constitutes the legal, valid and binding obligation of GG and the Responsible Party, enforceable against them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, moratorium, insolvency, reorganization, or other similar laws now or hereafter in effect relating to or affecting creditors rights generally and except for general principles of equity.

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SECTION 2.2 Capitalization of GG.

(a) The authorized capital stock of GG consists of One Billion (1,000,000,000) shares of Common Stock, par value $0.001 per share, of which Twenty Eight Million Seven Hundred Seventy Five Thousand Forty (28,775,040) shares of GG Common Stock are issued and outstanding as of the Closing. Schedule 2.2(a) contains a complete and accurate stockholder list of GG showing all GG capital stock issued and outstanding as of the date hereof. All shares of GG Common Stock currently issued and outstanding have been duly authorized and validly issued and are fully paid and non-assessable, and have been issued in compliance with any and all applicable federal and state laws or pursuant to appropriate exemptions therefrom. Except as set forth in Schedule 2.2(a), there are no options, warrants, rights, calls, commitments or agreements of any character obligating GG to issue any shares of its capital stock or other securities or any security representing the right to purchase or otherwise receive any such stock or other securities. The Merger Shares, when issued, will be duly authorized, validly issued, fully paid and non-assessable.

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