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Agreement and Plan of Merger

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Title:

Agreement and Plan of Merger

Entities:

IMPSAT Fiber Networks, Inc.

Date:

2006

Size:

Preview shows 2KB of 9KB total

Price:

$42

ID:

#2409270

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                          AGREEMENT AND PLAN OF MERGER



         This  AGREEMENT  AND PLAN OF MERGER (this  "Agreement")  is dated as of

March 16, 2006, and entered into by RUB A DUB SOAP, INC., a Colorado corporation

("RBCO") and RUB A DUB SOAP, INC., a Nevada corporation ("RBNV").



                                    RECITALS



         1. RBCO is a Colorado corporation,  the address of which is 2591 Dallas

Parkway,  Suite 102, Frisco,  Texas 75034. The date of filing of RBCO's original

Articles of  Incorporation  is September  28, 2001, as amended from time to time

(the "Colorado Articles").



         2. RBNV is a Nevada  corporation,  the  address of which is 2591 Dallas

Parkway,  Suite 102, Frisco,  Texas 75034. The date of filing of RBNV's Articles

of Incorporation is February 28, 2006 (as amended from time to time, the "Nevada

Articles").



         3. RBCO and RBNV have determined that it is advisable and in their best

interests to merge RBCO with and into RBNV (the "Merger").



                         TERMS AND PROVISIONS OF MERGER



         In consideration  of the foregoing  Recitals and of the following terms

and provisions, and subject to the following conditions, it is agreed:



         1. Merger.  The  effective  time of the Merger (the  "Effective  Time")

shall be a date when the parties shall have executed and filed a Certificate  of

Merger with the Secretaries of State of Colorado and Nevada. As of the Effective

Time,  RBCO shall be merged with and into RBNV.  Following the  Effective  Time,

RBNV shall be the surviving entity of the Merger (hereinafter sometimes referred

to as the "Surviving Entity"), and the separate organizational existence of RBCO

shall cease.



         2. Governing Documents.  The Nevada Articles shall govern the Surviving

Entity  without  further  change  or  amendment  until  thereafter   amended  in

accordance with the provisions thereof and applicable law.

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