Merger agreement Amour Nevada and American Leisure Florida

Agreement And Plan Of Merger

This Agreement and Plan of Merger is entered into as of May 25, 2004 by and between Amour Fiber Core, Inc., a Nevada corporation (AFC), and American Leisure Products, Inc., a Florida corporation (ALP);

This Agreement contemplates a tax-free merger of ALP with and into AFC in a reorganization pursuant to Section 368(a)(1)(A) of the Internal Revenue Code, in which the shareholders of ALP will receive Common Stock in AFC in exchange for their shares in ALP.

Now, therefore, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the parties agree as follows.

1. Definitions. As used herein, the following terms shall have the following meanings:

ALP Share means a share of the Common Stock, without par value, of ALP.

ALP Shareholder means any record holder of ALP Shares.

Agreement of Merger has the meaning set forth in 2(c) below.

AFC Share means any share of the Common Stock of AFC.

Closing has the meaning set forth in 2(b) below.

Closing Date has the meaning set forth in 2(b) below.

Confidential Information means any information concerning the businesses and affairs of a party that is not already generally available to the public.

Conversion Ratio has the meaning set forth in 2(d) (v) below.

Effective Time has the meaning set forth in 2(d) (i) below.

Exchange Agent has the meaning set forth in 2(e) below.

GAAP means United States generally accepted accounting principles as in effect from time to time.

IRS means the Internal Revenue Service.

Knowledge means actual knowledge, after reasonable investigation.

Merger has the meaning set forth in 2(a) below.

Nevada Code means the Nevada Corporation Law, as amended.

Ordinary Course of Business means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

Person means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity (or any department, agency, or political subdivision thereof).

1

Requisite AFC Shareholder Approval means the affirmative vote of the holders of a majority of AFC Shares in favor of this Agreement and the Merger.

Requisite ALP Shareholder Approval means the affirmative vote of the holders of a majority of ALP Shares in favor of this Agreement and the Merger.

SEC means the Securities and Exchange Commission.

Securities Act means the Securities Act of 1933, as amended.

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

Security Interest means any mortgage, pledge, lien, encumbrance, charge, or other security interest, other than (a) mechanics, materialmens, and similar liens, (b) liens for taxes not yet due and payable or for taxes that the taxpayer is contesting in good faith through appropriate proceedings, (c) purchase money liens and liens securing rental payments under capital lease arrangements, and (d) other liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money.

Subsidiary means any corporation with respect to which a specified Person (or a Subsidiary thereof) owns a majority of the common stock or has the power to vote or direct the voting of sufficient securities to elect a majority of the directors.

Surviving Corporation has the meaning set forth in 2(a) below.

2. Basic Transaction.

(a) The Merger. On and subject to the terms and conditions of this Agreement, ALP will merge with and into AFC (the Merger) at the Effective Time. AFC shall be the corporation surviving the Merger (the Surviving Corporation). The Surviving Corporation shall possess all of the rights, privileges and immunities of ALP and shall become responsible for all of the liabilities and obligations of ALP, whether written or implied in law, including without limitation all liabilities and obligations approved by the Board of Directors of ALP, or resulting from the approval of actions by the Board or Directors of ALP, prior to the Effective Time. Upon the filing of the Merger Agreement with the Nevada Secretary of State, the Articles of Incorporation of Amour Fiber Core, Inc. shall be amended to change the name to American Fiber Green Products, Inc.

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