Preview | Agreement and Plan of Merger |

			Page
INTRODUCTORY STATEMENT			1
DEFINITIONS			2
SECTION 1 - THE MERGER			8
	1.1	Effective Time	8
	1.2	Certificate of Merger	8
	1.3	Effect of the Merger	9
	1.4	Certificate of Incorporation, By-Laws	9
	1.5	Officers	9
SECTION 2 - MERGER CONSIDERATION			10
	2.1	Conversion of Stock of Company	10
	2.2	Merger Consideration	10
	2.3	Initial Consideration	12
	2.4	Additional Consideration	12
	2.5	Registration	12
	2.6	Stock Certificates	12
	2.7.	Shareholder Loans	13
	2.8	Adjustment to Initial Stock Consideration	13
SECTION 3 - CLOSING			13
	3.1	Cancellation	13
	3.2	Delivery of Cash and Certificates	14
	3.3	Supply Agreement	15
	3.4	Circulation of Documents	15
SECTION 4 - REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS OF THOMAS AND THE COMPANY			15
	4.1	Organization, Qualifications and Corporate Power	15
	4.2	Authorization of Agreement	16
	4.3	Capital Stock	17
	4.4	Financial Statements	17
	4.5	Absence of Changes	18
	4.6	Legal Actions	20
	4.7	Business Property Rights	21
	4.8	Liabilities	21
	4.9	Ownership of Assets and Leases	21
	4.10	Taxes	24
	4.11	Contracts, Other Agreements	26
	4.12	Governmental Approvals	26
	4.13	Lack of Defaults; Compliance with Law	26
	4.14	Employees and Employee Benefit Plans	27
	4.15	Insurance; Bonds	28
	4.16	Labor and Employment Matters	28
	4.17	Brokers and Finders	29
	4.18	Accounts Receivable	29
	4.19	Conflicts of Interests	29
	4.20	Environmental Compliance	30
	4.21	Ownership of the Stock	30
	4.22	[Intentionally omitted.]	31
	4.23	Approval of Merger; Related Matters	31
	4.24	Withholding	31
SECTION 5 - REPRESENTATIONS, WARRANTS AND CERTAIN COVENANTS OF PARENT AND SUBSIDIARY			31
	5.1	Organization, Qualifications and Corporate Power	32
	5.2	Authorization, etc	32
	5.3	Absence of Changes	33
	5.4	Governmental Approvals	35
	5.5	Brokers Fees	35
	5.6	Authorized Shares of Stock	35
	5.7	Survival of Company	35
	5.8	No Section 338 Election	35
	5.9	Taxes	36
	5.10	Employees and Employee Benefit Plans	37
	5.11	Releasing Thomas From Personal Guaranties	37
SECTION 6 - CONDITIONS TO CLOSING FOR PARENT			38
	6.1	Performance of Agreements	38
	6.2	Lack of Material Liabilities	38
	6.3	Financial Statements	38
	6.4	[Intentionally omitted]	39
	6.5	[Intentionally omitted]	39
	6.6	Employment Agreements	39
	6.7	Opinion of Counsel	39
	6.8	Compliance Certificate	39
	6.9	[Intentionally omitted.]	39
	6.10	[Intentionally omitted]	39
	6.11	[Intentionally omitted]	39
	6.12	Release from Thomas; Payment of Amounts Owed by Thomas	39
	6.13	Corporate Documents	40
	6.14	Corporate Filings	40
	6.15	Trustee of Plans	40
	6.16	Assignment and Assumption of Real Property Leases	41
	6.17	Assignment and Assumption of Equipment Leases	41
	6.18	Supply Agreement	41
	6.19	Registration Rights Agreement	41
	6.20	Cancellation of David Agreement	42
SECTION 7 CONDITIONS TO CLOSING FOR THE COMPANY AND THOMAS			42
	7.1	Performance of Agreements	42
	7.2	Lack of Material Liabilities	42
	7.3	Employment Agreements	42
	7.4	Opinion of Counsel	43
	7.5	Compliance Certificate	43
	7.6	Employee Stock Options	43
	7.7	Corporate Documents	43
	7.8	Corporate Filings	44
	7.9	Assignment and Assumption of Real Property Leases	44

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