AGREEMENT AND PLAN OF MERGER

        AGREEMENT AND PLAN OF MERGER, dated as of May 2, 2002 (this "Agreement"), by and between Entropin, Inc., a Delaware corporation (the "Delaware Corporation"), and Entropin, Inc., a Colorado corporation (the "Colorado Corporation") (each of the Delaware Corporation and the Colorado Corporation, a "Constituent Corporation" and together the "Constituent Corporations").

        WHEREAS, the Colorado Corporation desires to merge with and into the Delaware Corporation (the "Merger");

        WHEREAS, each of the Constituent Corporations intends that the merger shall be a "reorganization" within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code"), and that this Agreement be a "plan of reorganization" within the meaning of Section 368 of the Code; and

        WHEREAS, the board of directors of the Colorado Corporation have taken all necessary action (other than approval of this Agreement by the shareholders of the Colorado corporation) under Colorado law to adopt and approve the Merger and the board of directors and sole stockholder of the Delaware Corporation have taken all necessary action under Delaware law to approve the Merger.

        NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as follows:

ARTICLE 1.
THE MERGER

        1.1    Upon the terms and subject to the conditions hereof and in accordance with the General Corporation Law of the State of Delaware (the "DGCL") and the Colorado Business Corporation Act (the "CBCA"), the Colorado Corporation shall be merged with and into the Delaware Corporation (the "Merger") at the Effective Time (as hereinafter defined). Following the Merger, the separate existence of the Colorado Corporation shall cease, and the Delaware Corporation shall continue as the surviving corporation in the Merger (sometimes referred to as the "Surviving Corporation") and shall succeed to and assume all of the rights and obligations of each of the Colorado Corporation and the Delaware Corporation in accordance with the DGCL and the CBCA.

        1.2    The parties hereto shall cause the Merger to be consummated by filing (i) Certificate of Ownership and Merger (the "Certificate of Merger") with respect thereto with the Secretary of State of the State of Delaware pursuant to Section 253 of the DGCL which shall specify that the Merger shall become effective at the date and time specified in the Certificate of Merger (such date and time, the "Effective Time") and (ii) by filing, at the Effective Time, articles of merger with the Secretary of State of the State of Colorado pursuant to Section 7-111-105 of the CBCA.

        1.3    The Merger shall have the effects set forth in Section 252 of the DGCL and Section 7-111-106 of the CBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, all of the property, rights, privileges, powers and franchises of each of the Colorado Corporation and the Delaware Corporation shall vest in the Surviving Corporation, and all debts, liabilities and duties of each of the Colorado Corporation and the Delaware Corporation shall become the debts, liabilities and duties of the Surviving Corporation. The certificate of incorporation and bylaws of the Delaware Corporation, each as in effect immediately prior to the Effective Time, shall be the certificate of incorporation and bylaws, respectively, of the Surviving Corporation from and after the Effective Time, until thereafter amended in accordance with Delaware law.

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