MERGER AGREEMENT



This Merger Agreement (this "Agreement") is entered into as of April 27, 2007 by

and among K2  Digital,  Inc.  a  Delaware  corporation  ("K2"),  K2  Acquisition

Corporation,  a Delaware  corporation  which is a wholly-owned  subsidiary of K2

("Acquisition"),  New Century Structures,  Inc., a Florida corporation (together

with its affiliated companies, "NCSI") and Avante Holding Group, Inc. ("Avante")



                                    RECITALS



      A. NCSI and K2 desire to consummate a merger (the  "Merger"),  wherein the

shareholders  of NCSI will  exchange  all of the issued and  outstanding  common

stock of NCSI for newly issued  shares of common stock of K2,  Acquisition  will

merge with and into NCSI, and NCSI will become a wholly-owned subsidiary of K2.



      B.  Avante  is  currently  the  Owner of  1,000,000  shares of K2 Series A

Preferred Stock and a shareholders of NCSI.



      C. The parties desire to structure the transactions contemplated herein so

that, after the Merger as provided  herein,  NCSI and/or K2 shall have completed

the Recapitalization (defined in Section 5.7 below), the current shareholders of

NCSI (defined in Section 5.7 below) will hold approximately  4,334,429 shares of

the common  stock of K2,  constituting  approximately  86.990% of the issued and

outstanding  shares  of  K2,  and  the  current  shareholders  of K2  will  hold

approximately 498,270 shares of K2, constituting approximately 10% of the issued

and  outstanding  of K2, and Avante  Holding will hold 150,000  shares of common

stock  after   conversion  of  the  Series  A  Preferred   Stock,   constituting

approximately 3.010% of the issued and outstanding K2.



      D. It is the intent of the parties that the Merger  qualify as a corporate

reorganization  under Section 368(a)(2)(E) of the Internal Revenue Code of 1986,

as amended (the "Code").



                                    AGREEMENT



      IN  CONSIDERATION of the mutual promises and covenants  herein,  including

the recitals,  which form a part of this Agreement,  the parties hereby agree as

follows:



1. MERGER AND EXCHANGE OF SECURITIES.



      1.1  CONSUMMATION  OF MERGER.  If this  Agreement  is duly  adopted by the

holders of the requisite  number of shares,  in accordance  with the  applicable

laws and  subject to the  provisions  hereof,  and the  conditions  set forth in

Sections 6 and 7 are met or waived,  NCSI and  Acquisition  shall promptly enter

into and file Articles of Merger,  under which  Acquisition shall merge with and

into NCSI,  and NCSI shall be the  surviving  corporation.  The Merger  shall be

consummated at the time of filing the Articles of Merger ("the Effective Time").

For accounting purposes,  the Merger shall be effective at the conclusion of the

last day of the month preceding the Effective Time.





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      1.2 EXCHANGE OF SHARES AT THE EFFECTIVE TIME:



            1.2.1  EXCHANGE OF  CERTIFICATES.  Each holder of a  certificate  or

certificates   representing   shares  of  NCSI  Common  Stock   ("Common")  upon

presentation  and surrender of such  certificate or certificates to K2, shall be

entitled to receive the consideration set forth herein.  Upon such presentation,

surrender,   and  exchange  as  provided  in  this  Section  1.2,   certificates

representing  shares  of NCSI  previously  held  shall  be  canceled.  Until  so

presented  and  surrendered,  each  certificate  which  represented  issued  and

outstanding  shares  of NCSI at the  Effective  Time  shall  be  deemed  for all

purposes to evidence the right to receive the consideration set forth in Section

1.2.2. If a certificate  representing shares of NCSI common stock has been lost,

stolen,  mutilated or destroyed, K2 shall require the submission of an indemnity

agreement and may require the submission of a bond in lieu of such certificate.



            1.2.2 CONSIDERATION FOR SHARES. The holders of the Common Stock (the

"Common Holders," each a "Common Holder") shall receive in exchange for each one

share of Common Stock approximately .720 shares of K2 common stock.



            1.2.3 FRACTIONAL  SHARES.  If the number of common shares determined

for a Common Holder as provided in Section 1.2.2 results in a fractional  share,

the number of common  shares to be  received  shall be rounded to the next whole

number of shares.



            1.2.4  REGISTRATION  OF SHARES.  The offer and sale of the K2 common

stock  shall be issued  pursuant to an  exemption  from  registration  under the

Securities Act of 1933 (the  "Securities  Act") and applicable  state securities

laws.



      1.3 COMMON STOCK OPTIONS OF NCSI SHAREHOLDERS. At the Effective Time:



            1.3.1  EXCHANGE  OF  OPTIONS.  The  present  holders  of  options to

purchase  NCSI  common  stock,  as set forth on Schedule  1.3  hereto.  All such

options shall be exercised by the holders thereof prior to the Closing, or shall

lapse at Closing.  Effective  Time shall be deemed for all  purposes to evidence

the right to receive the  consideration set forth in Section 1.3.2. If an option

to purchase  shares of NCSI common  stock has been lost,  stolen,  mutilated  or

destroyed,  K2 shall require the  submission  of an indemnity  agreement and may

require the submission of a bond in lieu of such option or warrant.

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