UNITED STATES OF AMERICA

[SEAL]

The State of Washington

Secretary of State

CERTIFICATE OF MERGER

I, Sam Reed, Secretary of State of the State of Washington and custodian of its seal, hereby certify that documents meeting statutory requirements have been filed and processed with the Secretary of State merging the listed "Merging Entities" into:

NEAH POWER SYSTEMS. INC.

W A Profit Corporation
UBI:  601-959-747
Filing Date:  March 10, 2006
Effective Date:  March 10, 2006

Merging Entities:

602-589-695

GROWTH ACQUISITION CORP.

[SEAL]

Given under my hand and the Seal of the State
of Washington at Olympia, the State Capital

[signature]

Sam Reed, Secretary of State

FILED  

SECRETARY OF STATE

MAR 10 2006

STATE OF WASHINGTON

ARTICLES OF MERGER

OF

GROWTH ACQUISITION CORP.
(a Washington corporation)

WITH AND INTO

NEAH POWER SYSTEMS, INC.
(a Washington corporation)

Pursuant to Section 23B.11.050 of the Revised Code of Washington, Neah Power Systems, Inc., a Washington corporation ("Neah"), the surviving corporation in a merger with Growth Acquisition Corp., a Washington corporation ("Merger Sub"), hereby certifies as follows:

1.

Each of Neah and Merger Sub is a Washington corporation.

2.

An Agreement and Plan of Merger dated as of March 9, 2006 (the "Plan of Merger"), by and among Neah, Merger Sub, and Growth Mergers, Inc., a Nevada corporation ("Growth"), providing for the merger of Merger Sub, a wholly owned subsidiary of Growth, with and into Neah, has been duly approved and adopted by the shareholders of Neah and the sole shareholder of Merger Sub in accordance with Section 23B.ll.030 of the Revised Code of Washington.

3.

The surviving corporation is Neah, and its name shall be "Neah Power Systems, Inc."

4.

The Plan of Merger is attached as Exhibit A and is incorporated herein by this reference.

5.

These Articles of Merger shall become effective as of 4:30 p.m., Pacific Time, on March 1 0, 2006.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, Neah Power Systems, Inc., a Washington corporation, has caused these Articles of Merger to be executed in its corporate name this 10^th day of March, 2006.

NEAH POWER SYSTEMS, INC., a Washington

corporation

By:  /s/ Dan Rosen                                               

Dan Rosen, Chairman Of The Board

[SIGNATURE PAGE TO ARTICLES OF MERGER]

2

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger ("Agreement"), is made and entered into this 9^th day of March 2006, by and among GROWTH MERGERS, INC., a Nevada corporation ("GROWTH"), having its principal offices at 2533 North Carson Street, Carson City, Nevada 89706; GROWTH ACQUISITION CORP., a Washington corporation ("MERGERCO"); NEAH POWER SYSTEMS, INC., a Washington corporation ("NEAH"); and SUMMIT TRADING LIMITED, a BVI corporation, and SPECIAL INVESTMENTS ACQUISITIONS ASSOCIATES LLC, a Delaware limited liability company (collectively, the "GROWTH Principal Stockholders").  GROWTH, MERGERCO, NEAH and the GROWTH Principal Stockholders are hereinafter sometimes collectively referred to as the "Parties."

RECITALS:

A.

GROWTH desires to acquire all of the issued and outstanding capital stock of NEAH, through the merger of MERGERCO with and into NEAH (the "Merger"), with NEAH as the surviving corporation of the Merger.

B.

It is the intention of the parties hereto that: (i) the Merger shall qualify as a tax free reorganization under Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended, and related sections thereunder; and the parties intend this Agreement to qualify as a "plan of reorganization" within the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3(a), and (ii) the Merger shall qualify as a transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amended, and under the applicable securities laws of each state or jurisdiction where the NEAH Security Holders reside.

C.

The board of directors of each of GROWTH, MERGERCO and NEAH and the GROWTH Principal Stockholders each deem it to be in the best interests of GROWTHand NEAH and their respective shareholders to consummate the Merger, as a result of which GROWTH shall acquire all of the issued and outstanding capital stock of NEAH.

D.

On the "Effective Time" of the Merger, GROWTH or its affiliates shall provide the sum of Five Hundred Thousand Dollars ($500,000) to NEAH for working capital (the "Initial Financing"); 100% of the proceeds of such Initial Financing will be transferred to NEAH pursuant to this Agreement.

E.

Immediately following the Effective Time of the Merger (a) the NEAH Security Holders shall own approximately 25% of the "GROWTH Fully-Diluted Common Stock" (as hereinafter defined), and (b) the GROWTH Principal Stockholders, all other holders of GROWTH Common Stock and the holders of securities in connection with the GROWTH Initial Financing shall own 75% of such GROWTH Fully-Diluted Common Stock

F.

Following the Effective Time of the Merger, GROWTH shall undertake to consummate, within forty-five (45) days of the Effective Time of the Merger, the $2,000,000 minimum "GROWTH Additional Financing" the effect of which shall dilute only the equity interests of the GROWTH Principal Stockholders.

NOW, THEREFORE, in consideration of the mutual covenants, agreements, repre­sentations and warranties contained in this Agreement, the parties hereto agree as follows:

DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

"Applicable Law" means any domestic or foreign law, statute, regulation, rule, policy, guideline or ordinance applicable to the businesses of the Parties, the Merger and/or the Parties.

"Articles of Merger" shall mean the certificate of merger of MERGERCO with and into NEAH pursuant to the WBCA, and in the form of Exhibit A annexed hereto and made a part hereof.

"Business Day" shall mean any day, excluding Saturday or Sunday or any other day on which national banks located in New York, New York shall be closed for business.

"Dollar" and "$" means lawful money of the United States of America.

"Effective Time" shall mean the date upon which the Merger of MERGERCO into NEAH shall be consummated pursuant to the filing of the Articles of Merger with the Secretary of State of the State of Washington.

 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

"GAAP" means generally accepted accounting principles in the United States of America as promulgated by the American Institute of Certified Public Accountants and the Financial Accounting Standards Board or any successor Institutes concerning the treatment of any accounting matter.

"GROWTH Additional Financing" shall mean the sale, on any one or more occasions, of debt or equity securities of GROWTH pursuant to which GROWTH shall have received gross cash proceeds of not less than $2,000,000 and not more than $2,500,000, all upon such terms and conditions as shall be acceptable to the Board of Directors of GROWTH; provided, however, that to the extent that any of the maximum of $500,000 of Stockholder Debt shall be converted by the holder(s) into Stockholder Loan Shares, the same shall be deemed to be credited toward the minimum $2,000,000 of GROWTH Additional Financing.

"GROWTH Common Stock" shall mean the shares of common stock of GROWTH, $0.001 par value per share.

 "GROWTH Financings" shall mean the collective reference to the GROWTH Initial Financing and any one or more GROWTH Additional Financing.

2

"GROWTH Fully-Diluted Common Stock" means, as at the time in question, the maximum number shares of GROWTH Common Stock that are issued and outstanding, after giving effect to: (a) the issuance of all of the Merger Shares; (b) the issuance of all Series A Preferred Conversion Shares; and (c) the issuance of any other shares of GROWTH Common Stock that are issuable upon conversion of any GROWTH notes or shares of GROWTH Preferred Stock, or upon the exercise of options, warrants or other rights to purchase shares of GROWTH capital stock, but only to the extent that such securities are (i) outstanding as at the Effective Time of the Merger, or (ii) issued subsequent to the Effective Time of the Merger in connection with (A) the GROWTH Financings, (B) the issuance of the Novellus Shares, and (C) the issuance of the Stockholder Loan Shares; provided, however, that, as used in this Agreement, the term "GROWTH Fully-Diluted Common Stock" shall not mean or include any shares of GROWTH Common Stock issued or issuable upon conversion of any GROWTH notes or shares of GROWTH Preferred Stock, or upon the exercise of options, warrants or other rights to purchase shares of GROWTH capital stock, to the extent such securities are issued or issuable (1) in connection with the Novellus Incentive Warrants and Novellus Incentive Warrant Shares, (2) in connection with any one or more financings subsequent to the GROWTH Financings, (3) in connection with any purchase of the assets, securities or the businesses of any other persons or for any other valid business purpose approved by the Board of Directors (other than the transactions referenced in clauses (a) and (b) above), or (4) in connection with any stock options or other incentive equity securities issued to any employees, board members or consultants of GROWTH or NEAH in consideration of services to be rendered subsequent to the Effective Date of the Merger.

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