AGREEMENT AND PLAN OF MERGER



         This  Agreement and Plan of Merger  ("AGREEMENT"),  is made and entered

into this 9th 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 GROWTH and 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.



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         "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.



         "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.



         "GROWTH INITIAL  FINANCING" shall mean the $500,000  financing provided

to GROWTH on or before the Effective Time of the Merger.



         "GROWTH PRINCIPAL  STOCKHOLDERS" means Summit Trading Limited,  Special

Investments  Acquisitions  Associates  LLC and  their  business  associates  and

affiliates.



                                       2

{PAGE}



         "KNOWLEDGE" means the knowledge after reasonable inquiry.



         "LIEN"  means,  with  respect to any property or asset,  any  mortgage,

lien, pledge, charge,  security interest,  encumbrance or other adverse claim of

any kind in respect of such property or asset.



         "MATERIAL  ADVERSE  EFFECT"  with  respect  to any  entity  or group of

entities  means any event,  change or effect that has or would have a materially

adverse effect on the financial condition,  business or results of operations of

such entity or group of entities, taken as a consolidated whole.



         "MERGER SHARES" shall mean that number of shares of GROWTH Common Stock

to be issued to the NEAH  Security  Holders  on the  Closing  Date and as at the

Effective  Time of the  Merger  as  shall  represent  approximately  twenty-five

percent (25%) of the GROWTH  Fully-Diluted Common Stock, as contemplated by this

Agreement; it being the intention of the Parties that an aggregate of 25,000,026

Merger Shares shall be issued to the NEAH Security Holders.



         "NEAH COMMON STOCK" means the 7,990,457  issued and outstanding  shares

of common stock, $0.001 par value per share, of NEAH.



         "NEAH  FULLY-DILUTED  COMMON STOCK" means the maximum  number shares of

NEAH Common Stock that are issued and  outstanding  at the Effective Time of the

Merger,  plus all additional  shares of NEAH Common Stock that would be issuable

at the  Effective  Time of the  Merger  upon  the  exercise  of all  outstanding

options, warrants or other rights to purchase shares of NEAH capital stock.



         "NEAH PRINCIPAL  EXECUTIVE  OFFICER" shall mean any one of Daniel Rosen

or David  Dorheim,  the Chairman of the Board of  Directors,  the  President and

Chief Executive Officer, respectively, of NEAH.



         "NEAH SECURITIES" means, as at the date in question,  all of the issued

and outstanding  equity securities of NEAH,  consisting of the NEAH Common Stock

and (if applicable) any NEAH preferred stock.



         "NEAH SECURITY  HOLDERS"  means the collective  reference to all of the

record  holders of the NEAH  Securities  at the  Effective  Time of the  Merger,

including the NEAH Principal Executive Officers.



         "NOVELLUS shall mean Novellus Systems, Inc., a California corporation.



         "NOVELLUS  INCENTIVE WARRANTS" shall mean the five (5) year warrants to

be issued to Novellus at or within  fourteen  (14) days  following the Effective

Time of the Merger (unless  extended by mutual  agreement of NEAH and Novellus),

entitling  the  holder(s)  to purchase up to 4,705,000  shares of GROWTH  Common

Stock at an  exercise  price  per  share of  $0.001;  which  Novellus  Incentive

Warrants  shall be  exercisable  only upon  achieving  certain  business  and/or

technical milestones, all as shall be negotiated between NEAH and Novellus.



         "NOVELLUS  INCENTIVE WARRANT SHARES" shall mean the aggregate number of

shares of GROWTH  Common Stock  issuable  upon the full exercise of the Novellus

Incentive Warrants.



         "NOVELLUS  SHARES"  means that number of shares of GROWTH  Common Stock

(anticipated  to be 750,000  shares of Common  Stock) as shall be  determined by

dividing (i) the aggregate  amount of the $150,000 of accounts payable and other

amounts due from NEAH to Novellus  as at the  Effective  Date of the Merger (the

"NOVELLUS OBLIGATIONS"), by a price per share which is $0.20 per share.



         "PERSON"  means  any  individual,  corporation,  partnership,  trust or

unincorporated   organization  or  a  government  or  any  agency  or  political

subdivision thereof.



                                       3

{PAGE}



         "SERIES  A  PREFERRED   CERTIFICATE  OF  DESIGNATION"  shall  mean  the

certificate  of the  designations,  rights,  preferences  and  privileges of the

Series A Preferred Stock of GROWTH,  in the form annexed hereto as EXHIBIT B and

made a part hereof.



         "SERIES A PREFERRED  CONVERSION SHARES shall mean the maximum number of

shares of GROWTH  Common Stock into which the Series A Preferred  Stock shall be

converted,  being a  maximum  of (a)  sixty-five  percent  (65%)  of the  GROWTH

Fully-Diluted Common Stock (anticipated to be 65,000,000 shares of GROWTH Common

Stock),  LESS (b) the sum of (i) the  Novellus  Shares,  (ii)  Stockholder  Loan

Shares,  and (iii) any shares of GROWTH Common Stock that are issued or issuable

in  connection  with  any  one or  more  of  the  GROWTH  Additional  Financings

aggregating  maximum gross proceeds (inclusive of gross proceeds from conversion

of any Stockholder Debt into  Stockholder Loan Shares) not to exceed  $3,000,000

in the aggregate.



         "SERIES A PREFERRED  STOCK" shall mean the 6,500,000 shares of Series A

voting  convertible  preferred stock, par value $0.001 per share, of GROWTH that

is authorized for issuance to the GROWTH Principal  Stockholders pursuant to the

Series  A  Preferred  Certificate  of  Designation;  which  shares  of  Series A

Preferred  Stock,  as  provided  in  the  Series  A  Preferred   Certificate  of

Designation,  shall:  (a) vote,  together with the GROWTH Common Stock on an "as

converted  basis," (b) upon  consummation  of the GROWTH  Additional  Financing,

AUTOMATICALLY  (and without any further  action on the part of the holder(s)) be

converted into the Series A Preferred  Conversion Shares; (c) have a liquidation

value equal to its par value per share (a total of $6,500.00) and (d) except for

such  liquidation  value,  shall have no greater  rights or privileges  than the

GROWTH Common Stock.



         "STOCKHOLDER  LOAN  SHARES"  shall mean the SUM of: (a) that  number of

shares of GROWTH  Common  Stock,  as shall be  determined  by dividing:  (i) the

aggregate amount of indebtedness  owed by NEAH to certain of its stockholders in

connection with loans  aggregating up to $500,000 that have been or will be made

to NEAH prior to or within five (5) Business Days  following the Effective  Time

of the Merger (the  "STOCKHOLDER  DEBT");  by (ii) by a price per share which is

$0.20 per share;  PLUS (b) all shares of GROWTH  Common Stock  issuable upon the

full exercise of the Stockholder Warrants.



         "STOCKHOLDER  WARRANTS"  shall  mean  the five  (5)  year  warrants  to

purchase  that number of shares of GROWTH Common Stock as shall be determined by

dividing:  (i) 150% of the aggregate  amount of  Stockholder  Debt; by (ii) by a

price per share which is $0.20 per share.



         "STOCK SUBSCRIPTION AGREEMENT" means that certain agreement dated as of

March 8, 2006,  by and  between  GROWTH and the  GROWTH  PRINCIPAL  STOCKHOLDERS

providing for the acquisition by the GROWTH Principal Stockholders of the Series

A Preferred Stock.



         "SURVIVING  ENTITY"  shall  mean  NEAH as the  surviving  entity in the

Merger as provided in Section 1.3.



         "TAX" (and, with correlative meaning, "TAXES" and "TAXABLE") means:



                  (i) any  income,  alternative  or add-on  minimum  tax,  gross

receipts tax, sales tax, use tax, ad valorem tax,  transfer tax,  franchise tax,

profits tax, license tax,  withholding tax, payroll tax,  employment tax, excise

tax,  severance tax, stamp tax,  occupation tax, property tax,  environmental or

windfall profit tax, custom, duty or other tax, impost,  levy,  governmental fee

or other like  assessment  or charge of any kind  whatsoever  together  with any

interest or any  penalty,  addition to tax or  additional  amount  imposed  with

respect  thereto  by any  governmental  or Tax  authority  responsible  for  the

imposition of any such tax (domestic or foreign), and



                  (ii) any  liability for the payment of any amounts of the type

described  in clause  (i) above as a result of being a member of an  affiliated,

consolidated, combined or unitary group for any Taxable period, and



                  (iii) any liability for the payment of any amounts of the type

described  in clauses  (i) or (ii)  above as a result of any  express or implied

obligation to indemnify any other person.



                                       4

{PAGE}



         "TAX RETURN" means any return,  declaration,  form, claim for refund or

information  return or statement  relating to Taxes,  including  any schedule or

attachment thereto, and including any amendment thereof.



         "WBCA" means the Business Corporation Act of the State of Washington.



                                   THE MERGER



SECTION 1.   THE MERGER; EFFECTIVE TIME.



1.1      THE MERGER. At the Effective Time and subject to and upon the terms and

conditions of this Agreement,  MERGERCO  shall,  and GROWTH shall cause MERGERCO

to, merge with and into NEAH in accordance  with the provisions of the WBCA, the

separate corporate  existence of MERGERCO shall cease and NEAH shall continue as

the  Surviving  Entity.  The  Effective  Time of the Merger shall occur upon the

filing with the Secretary of State of the State of Washington of the Articles of

Merger executed in accordance with the applicable  provisions of the WBCA, or at

such  later  time as may be agreed to by GROWTH  and NEAH and  specified  in the

Certificate  of  Merger  subject  to the  satisfaction  or waiver of each of the

conditions  set forth in Section 4. The date on which the Effective  Time occurs

is referred to as the  "EFFECTIVE  DATE."  Provided that this  Agreement has not

been  terminated,  the Parties  will cause the Articles of Merger to be filed at

Closing.



         (a)      Upon the terms and subject to the conditions set forth in this

Agreement and in  accordance  with the WBCA,  at the  Effective  Time,  all NEAH

Securities  shall be converted into the right to receive the Merger  Shares.  In

connection therewith, the following terms shall apply:



         (b)      EXCHANGE AGENT. GROWTH's corporate counsel,  David Otto, Esq.,

shall act as the  exchange  agent  (the  "EXCHANGE  AGENT")  for the  purpose of

exchanging NEAH  Securities for the Merger Shares.  At or prior to the Effective

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