<SUBMISSION>
<ACCESSION-NUMBER>0000950144-05-002765
<TYPE>DEFA14A
<PUBLIC-DOCUMENT-COUNT>3
<FILING-DATE>20050317
<DATE-OF-FILING-DATE-CHANGE>20050317
<EFFECTIVENESS-DATE>20050317
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CENUCO INC
<CIK>0000843494
<ASSIGNED-SIC>4899
<IRS-NUMBER>752228820
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0630
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<FORM-TYPE>DEFA14A
<ACT>34
<FILE-NUMBER>001-32187
<FILM-NUMBER>05688717
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<BUSINESS-ADDRESS>
<STREET1>6421 CONGRESS AVENUE
<STREET2>STE 201
<CITY>BOCA RATON
<STATE>FL
<ZIP>33487
<PHONE>5619944446
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>6421 CONGRESS AVENUE
<STREET2>STE 201
<CITY>BOCA RATON
<STATE>FL
<ZIP>33487
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>VIRTUAL ACADEMICS COM INC
<DATE-CHANGED>20000110
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>DONNEBROOKE CORP
<DATE-CHANGED>19920703
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>ALLURISTICS INC
<DATE-CHANGED>19890911
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>DEFA14A
<SEQUENCE>1
<FILENAME>g93937e8vk.htm
<DESCRIPTION>CENUCO INC FORM 8-K
<TEXT>
<HTML>
<HEAD>
<TITLE>CENUCO INC FORM 8-K</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>




<P align="center" style="font-size: 14pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>


<P align="center" style="font-size: 10pt"><HR size="1" noshade width="26%" align="center" color="#000000">


<P align="center" style="font-size: 18pt"><B>FORM 8-K</B>


<P align="center" style="font-size: 10pt"><B>CURRENT REPORT</B>



<P align="center" style="font-size: 10pt"><B>Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934</B>



<P align="center" style="font-size: 10pt"><B>Date of Report (Date of earliest event reported) March&nbsp;16, 2005</B>


<P align="center" style="font-size: 24pt"><B><U>CENUCO, INC.</U></B>


<DIV align="center" style="font-size: 10pt"><B>(Exact name of registrant as specified in its charter)</B></DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
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<TR valign="bottom">
    <TD align="center" valign="top"><B>Delaware</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>033-25900</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>75-2228820</B></TD>
</TR>
<TR style="font-size: 1px">
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or Other Jurisdiction<BR>
of Incorporation)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Commission<BR>
File Number)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer<BR>
Identification No.)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><B>6421 Congress Avenue<BR>
Boca Raton, Florida 33487<BR>
(Address of Principal Executive Office) (Zip Code)</B>



<P align="center" style="font-size: 10pt"><B>(561)&nbsp;994-4446<BR>
(Registrant&#146;s telephone number, including area code)</B>



<P align="center" style="font-size: 10pt"><B>Not Applicable<BR>
(Former Name or Former Address, If Changed Since Last Report.)</B>



<P align="center" style="font-size: 10pt"><HR size="1" noshade width="100%" align="center" color="#000000">



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:


<P>
<TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="1%"></TD>
    <TD width="99%"></TD>
</TR>
<TR valign="top">
    <TD nowrap><FONT style="font-family: Wingdings">&#111;</FONT>&nbsp;</TD>
    <TD>Written communications pursuant to Rule&nbsp;425 under the Securities Act (17 CFR 230.425)</TD>
</TR>
</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="1%"></TD>
    <TD width="99%"></TD>
</TR>
<TR valign="top">
    <TD nowrap><FONT style="font-family: Wingdings">&#120;</FONT>&nbsp;</TD>
    <TD>Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule&nbsp;14d-2(b) under the Exchange Act (17</TD>
</TR>
</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="1%"></TD>
    <TD width="99%"></TD>
</TR>
<TR valign="top">
    <TD nowrap><FONT style="font-family: Wingdings">&#111;</FONT>&nbsp;</TD>
    <TD>CFR 240.14d-2 (b))
Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the Exchange Act (17</TD>
</TR>
</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="1%"></TD>
    <TD width="99%"></TD>
</TR>
<TR valign="top">
    <TD nowrap><FONT style="font-family: Wingdings">&#111;</FONT>&nbsp;</TD>
    <TD>CFR 240.13e-4 (c))</TD>
</TR>
</TABLE>


<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>





<P align="center" style="font-size: 10pt">1
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><B>Section&nbsp;1 &#151; Registrant&#146;s Business and Operations</B>



<P align="left" style="font-size: 10pt"><B>Item&nbsp;1.01 Entry into a Material Definitive Agreement.<BR>
Item&nbsp;3.02 Unregistered Sales of Equity Securities.</B>



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">On March&nbsp;17, 2005, Cenuco, Inc. (the &#147;Company&#148;), a Delaware corporation, announced that it
has entered into a Merger Agreement, dated as of March&nbsp;16, 2005 (the &#147;Merger Agreement&#148;), with
Hermes Holding Company, Inc., a Delaware corporation and wholly owned subsidiary of the Company
(the &#147;Merger Sub&#148;), and Hermes Acquisition Company I LLC, a Delaware limited liability company
(&#147;Seller&#148;). Pursuant to the Merger Agreement, Merger Sub will be merged with and into Seller (the
&#147;Merger&#148;), as a result of which the separate existence of Merger Sub shall cease and Seller shall
continue as the surviving company and a wholly-owned subsidiary of the Company.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Seller, through its subsidiaries, Lander Co., Inc. and Lander Co. Canada Limited (collectively,
&#147;Lander&#148;), manufactures, markets and distributes value brand (LANDER)&nbsp;health and beauty care
products. Lander also produces private label health and beauty care products for certain major
retailers. Lander owns and operates a manufacturing and distribution facility in Binghamton, New
York, and operates a manufacturing facility in Toronto, Canada. In addition, Lander utilizes
distribution facilities in Charlotte, North Carolina and Buena Park, California.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Pursuant to the Merger Agreement, the Company will issue shares (the &#147;Merger Shares&#148;), representing
65% of the shares of the Company&#146;s common stock, $.001 par value per share, to be outstanding after
the Merger, to the owners of Seller in exchange for their equity interests in Seller. The Merger
Shares were offered to the owners of Seller pursuant to an exemption from registration under
Section&nbsp;4(2) of the Securities Act of 1933, as amended, and the rules and regulations thereunder.
The transaction is intended to qualify as a tax-free reorganization for both companies and their
respective stockholders and members.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">The closing is conditioned on, among other things, (1)&nbsp;the Company stockholders approving the
Merger Agreement and the issuance of the Merger Shares, (2)&nbsp;the Company stockholders approving an
amendment to the Company&#146;s certificate of incorporation to change the name of the Company to Lander
Co., Inc. or another name selected and to increase the Company&#146;s authorized common stock to 100
million shares, (3)&nbsp;the Company obtaining a fairness opinion that the Merger is fair to the
Company&#146;s stockholders from a financial point of view and (4)&nbsp;the Company having cash and cash
equivalents on hand at closing of approximately $6&nbsp;million, subject to no liens. Because the
number of Merger Shares will exceed 20% of the Company&#146;s current outstanding shares, the Company is
required to seek stockholder approval of the issuance of such shares, in accordance with Section
712 of the Listing Standards, Policies and Requirements of the American Stock Exchange.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Steven Bettinger, the Company&#146;s President and Chief Executive Officer, a member of its board of
directors and the beneficial owner of 3,817,767 shares of the Company&#146;s common stock (representing
approximately 27.8% of the Company&#146;s outstanding shares) has entered into a voting agreement with
Seller in which he has agreed to vote his shares in favor of the Merger and related transactions.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">The Company will be required to pay Seller a termination fee in the amount of $500,000 if (1)
Seller terminates the Merger Agreement due to the Company&#146;s material breach of any representation,
warranty, covenant or agreement contained in the Merger Agreement or if Seller determines that any
reports filed by the Company with the SEC contain an untrue statement of a material fact or omit a
material fact or (2)&nbsp;either party terminates the Merger Agreement due to the failure of the
Company&#146;s stockholders to approve the Merger, the issuance of the Merger Shares or the other
transactions contemplated by the Merger Agreement. In addition, if the Company terminates the
Merger Agreement due to Seller&#146;s material breach of any representation, warranty, covenant
or agreement contained in the Merger Agreement, Seller must reimburse the Company for reasonable
and necessary fees and expenses incurred in connection with the Merger Agreement.


<P align="center" style="font-size: 10pt">2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Upon consummation of the Merger, the Company&#146;s current management team will remain as
management of the Wireless Data Products and Technology Division and the following persons will
join as the principal members of the Company&#146;s management team: Joseph A Falsetti, currently Chief
Executive Officer of Lander and formerly with Unisys, will serve as President and CEO of the
Company and Brian Geiger, currently Chief Financial Officer of Lander and formerly with Johnson &#038;
Johnson, will serve as Chief Financial Officer of the Company.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Immediately following the Merger, the owners of Seller will own 65% of the outstanding shares of
common stock of the Company and the existing stockholders of the Company will own 35% of the
outstanding shares.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">The above description of the Merger Agreement does not purport to be a complete statement of
the parties&#146; rights and obligations under the Merger Agreement and the transactions contemplated by
the Merger Agreement. The above description is qualified in its entirety by reference to the Merger
Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit&nbsp;2.1 and is
incorporated herein by reference.


<P align="center" style="font-size: 10pt"><B>Section&nbsp;7 &#150; Regulation&nbsp;FD</B>



<P align="left" style="font-size: 10pt"><B>Item&nbsp;7.01. Regulation&nbsp;FD Disclosure</B>



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">For the fiscal year ended February&nbsp;29, 2004 (representing nine months of operations post
acquisition by Hermes Acquisition Company I LLC), Lander had net sales in excess of $55.0&nbsp;million.
For the fiscal year ended January February&nbsp;28, 2005, which numbers are unaudited, Lander had net
sales of approximately $70.0&nbsp;million.


<P align="center" style="font-size: 10pt"><B>Section&nbsp;8 &#150; Other Events</B>



<P align="left" style="font-size: 10pt"><B>Item&nbsp;8.01. Other Events.</B>



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">On March&nbsp;17, 2005, the Company issued a press release announcing the execution of the Merger
Agreement, a copy of which is filed herewith as Exhibit&nbsp;99.1 and is incorporated herein by
reference.


<P align="center" style="font-size: 10pt"><B>Section&nbsp;9 &#151; Financial Statements and Exhibits</B>



<P align="left" style="font-size: 10pt"><B>Item&nbsp;9.01 Financial Statements and Exhibits.</B>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">(a)&nbsp;&nbsp;</TD>
    <TD>Not applicable.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">(b)&nbsp;&nbsp;</TD>
    <TD>Not applicable.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">(c)&nbsp;&nbsp;</TD>
    <TD>Exhibits</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="1%"></TD>
    <TD width="99%"></TD>
</TR>
<TR valign="top">
    <TD nowrap>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.1&nbsp;</TD>
    <TD>Merger Agreement, dated as of March&nbsp;16, 2005, by and among Cenuco, Inc., a
Delaware corporation (the &#147;Company&#148;), Hermes Holding Company, Inc., a Delaware
corporation
and a wholly owned subsidiary of the Company, and Hermes Acquisition Company I LLC,
a Delaware limited liability company.</TD>
</TR>
</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="1%"></TD>
    <TD width="99%"></TD>
</TR>
<TR valign="top">
    <TD nowrap>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 99.1&nbsp;</TD>
    <TD>Press Release, dated March&nbsp;17, 2005, announcing the execution of the Merger
Agreement.</TD>
</TR>
</TABLE>


<P align="center" style="font-size: 10pt">3
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, hereunto duly authorized.


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left"><B>CENUCO, INC.</B><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">Date: March 17, 2005&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Steven Bettinger
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">STEVEN BETTINGER&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">President&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">4
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt"><B>Exhibit&nbsp;Index</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="70%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" colspan="3"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Exhibit Title or Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Merger Agreement, dated as of March&nbsp;16, 2005, by and among Cenuco,
Inc., a Delaware corporation (the &#147;Company&#148;), Hermes Holding
Company, Inc., a Delaware corporation and a wholly owned
subsidiary of the Company, and Hermes Acquisition Company I LLC, a
Delaware limited liability company.</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">99.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Press Release, dated March&nbsp;17, 2005, announcing the execution of
the Merger Agreement.</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">5
</DIV>

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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>2
<FILENAME>g93937exv2w1.htm
<DESCRIPTION>MERGER AGREEMENT
<TEXT>
<HTML>
<HEAD>
<TITLE>MERGER AGREEMENT</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
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<DIV style="font-family: 'Times New Roman',Times,serif">



<P align="right" style="font-size: 10pt"><B>EXHIBIT 2.1</B>



<P align="center" style="font-size: 10pt"><U>MERGER AGREEMENT</U>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS MERGER AGREEMENT (together with the annexed Schedules and Exhibits and Seller&#146;s
Disclosure Letter and Purchaser&#146;s Disclosure Letter, the &#147;<U>Agreement</U>&#148;) is made and entered
into this 16<SUP style="font-size: 85%; vertical-align: text-top">th</SUP> day of March, 2005, by and among Cenuco, Inc., a Delaware corporation
(&#147;<U>Purchaser</U>&#148;), Hermes Holding Company, Inc., a Delaware corporation (&#147;Merger Sub&#148;), and
Hermes Acquisition Company I LLC, a Delaware limited liability company (&#147;<U>Seller</U>&#148;).
Capitalized terms shall have the meanings ascribed to them in this Agreement.


<P align="center" style="font-size: 10pt"><U>RECITALS</U>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;The Board of Directors of Purchaser and Merger Sub and the managers and members of Seller
deem it advisable and in the best interests of each party that Purchaser and Seller combine in
order to advance the long-term business interests of Purchaser and Seller;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;The combination of Purchaser and Seller shall be effected through a merger (the
&#147;<U>Merger</U>&#148;) of Merger Sub with and into Seller, as a result of which the separate existence
of Merger Sub shall cease and Seller shall continue as the surviving entity of the Merger and as a
wholly-owned subsidiary of Purchaser, and the Owners (as defined below) shall become stockholders
of Purchaser;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;Concurrently with the execution of this Agreement, and as a condition and inducement to
Seller&#146;s willingness to enter into this Agreement, Purchaser and one or more stockholders of
Purchaser have executed a Voting Agreement and Irrevocable Proxy in the form attached as
<U>Exhibit&nbsp;A</U> (the &#147;<U>Voting Agreement</U>&#148;); and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;For Federal income tax purposes, it is intended that the Merger shall qualify as a
reorganization within the meaning of Section 368(a) of the Code and this Agreement and the Plan of
Merger shall constitute a plan of reorganization pursuant to Section 368(a) of the Code.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In consideration of the mutual representations, warranties and covenants in this Agreement,
Purchaser, Merger Sub and Seller, intending to be legally bound, agree as follows:


<P align="center" style="font-size: 10pt"><B>ARTICLE I</B>



<P align="center" style="font-size: 10pt"><U><B>DEFINITIONS</B></U>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.1 <U>Definitions</U>. As used in this Agreement, the following terms shall have the
meanings set forth below:


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Affiliate</U>&#148; shall mean, with respect to any Person, any other Person that directly or
indirectly controls, is controlled by or is under common control with, such first Person.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Benefit Plan</U>&#148; shall mean any bonus, incentive compensation, deferred compensation,
pension, profit sharing, retirement, stock purchase, stock option, stock ownership, stock
appreciation rights, restricted stock, phantom stock, vacation, life, medical, dental, disability,
workers&#146; compensation or other similar insurance, health insurance, life insurance, severance,
separation or other employee benefit plan, policy or arrangement of any kind, including, but not
limited to, any &#147;employee benefit plan&#148; within the meaning of Section&nbsp;3(3) of ERISA (as defined
below).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Closing</U>&#148; shall have the meaning as provided in Article&nbsp;IV.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Closing Date</U>&#148; shall mean the date on which the Closing is held as provided in Article
IV.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Code</U>&#148; shall mean the Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Commission</U>&#148; shall mean the Securities and Exchange Commission.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Confidentiality Agreement</U>&#148; shall mean that certain Confidentiality Agreement, dated
January&nbsp;24, 2005, among Purchaser, Seller and Hermes Real Estate I LLC.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Contract</U>&#148; shall mean any license agreement, lease, franchise, contract, agreement,
commitment or other binding written or oral arrangement (including any amendments, extensions or
replacements thereof).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Environmental Laws</U>&#148; shall mean, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. &#167; 9601 <I>et seq</I>., the Emergency Planning and
Community Right-to-Know Act of 1986, 42 U.S.C. &#167; 11001 <I>et seq</I>., the Resource Conservation and
Recovery Act, 42. U.S.C. &#167; 6901 <I>et seq</I>., the Toxic Substances Control Act, 15 U.S.C. &#167; 2601 <I>et
seq</I>., the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. &#167; 136 <I>et seq</I>., the Clean
Air Act, 42 U.S.C. &#167; 7401 <I>et seq</I>., the Clean Water Act (Federal Water Pollution Control Act), 33
U.S.C. &#167; 1251 <I>et seq</I>., the Safe Drinking Water Act, 42 U.S.C. &#167; 300f <I>et seq</I>., the Hazardous
Materials Transportation Act, 49 U.S.C. &#167; 1801 <I>et seq</I>., as any of the above statutes have been or
may be amended from time to time, all rules and regulations promulgated pursuant to any of the
above statutes, and any other foreign, federal, state or local law, statute, ordinance, rule or
regulation governing Environmental Matters, as the same have been or may be amended from time to
time, and all applicable judicial and administrative decisions, orders, and decrees relating to
Environmental Matters.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Environmental Matter</U>&#148; shall mean any matter arising out of, relating to, or resulting
from pollution or protection of the environment.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>ERISA</U>&#148; shall mean the Employee Retirement Income Security Act of 1974, as amended,
and the rules and regulations promulgated thereunder.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>FDA</U>&#148; shall mean the United States Food and Drug Administration.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Governmental Authority</U>&#148; means any domestic, foreign, international, national,
federal, state, provincial or local governmental, regulatory or administrative authority, agency,
commission, court, tribunal, arbitral body or self-regulated entity.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Indemnification Agreement</U>&#148; shall mean the Indemnification Agreement among Purchaser
and each of its directors, in the form of <U>Exhibit&nbsp;B</U> attached hereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Intellectual Property Rights</U>&#148; shall mean patents, copyrights, trademarks, trade names
and service marks, as well as registrations of or applications to register any of the foregoing, or
any other material proprietary rights, inventions, trade secrets, or know-how or processes.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Liability</U>&#148; or &#147;<U>Liabilities</U>&#148; shall mean, with respect to a Person, all
indebtedness, obligations and other liabilities of any kind or nature whatsoever, whether absolute
or contingent, known or unknown, liquidated or unliquidated, due or to become due, accrued or not
accrued, including, but not limited to, liabilities for Taxes.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Lien</U>&#148; shall mean any mortgage, pledge, assessment, security interest, lien, adverse
claim, levy, charge or other encumbrance of any kind, or any conditional sale contract or title
retention contract, or any contract to give any of the foregoing.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Material Adverse Effect</U>&#148; (a)&nbsp;shall mean, with respect to Seller, any circumstance,
change in, or effect on the business or assets of Seller (including its Subsidiaries) that,
individually or in the aggregate with other circumstances: (i)&nbsp;is, or is reasonably likely to be,
materially adverse to Seller (including its Subsidiaries), the business or assets of Seller
(including its Subsidiaries), or the prospects, results of operations or the condition (financial
or otherwise) of Seller (including its Subsidiaries), or (ii)&nbsp;is reasonably likely to adversely
affect the ability of Seller to operate or conduct its business in the manner in which it is
currently operated or conducted by Seller (including its Subsidiaries); <U>provided</U>,
<U>however</U>, that a Material Adverse Effect shall not include any event, change, occurrence,
circumstance or development resulting from: (a)&nbsp;any changes that generally affect the industries in
which Seller (including its Subsidiaries) operates its business; (b)&nbsp;any changes in general
economic, financial, political, market or regulatory conditions; or (c)&nbsp;an outbreak or escalation
of war, armed hostilities, acts of terrorism, political instability or other national or
international calamity, crisis or emergency, or any governmental or other response or reaction to
any of the foregoing; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;shall mean, with respect to Purchaser, any circumstance, change in, or effect on the
business or assets of Purchaser (including its Subsidiaries) that, individually or in the aggregate
with other circumstances: (i)&nbsp;is, or is reasonably likely to be materially adverse to the assets,
Liabilities or financial condition of Purchaser (including its Subsidiaries), or (ii)&nbsp;is reasonably
likely to have a material adverse affect on the ability of Purchaser (including its Subsidiaries)
to operate or conduct its business in the manner in which it is currently operated or conducted by
Purchaser; <U>provided</U>, <U>however</U>, that a Material Adverse Effect shall not include any
event, change, occurrence, circumstance or development resulting from: (a)&nbsp;any changes that
generally


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">affect the industries in which Purchaser (including its Subsidiaries) operates its business;
(b)&nbsp;any changes in general economic, financial, political, market or regulatory conditions; or (c)
an outbreak or escalation of war, armed hostilities, acts of terrorism, political instability or
other national or international calamity, crisis or emergency, or any governmental or other
response or reaction to any of the foregoing.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Merger Shares</U>&#148; shall mean an aggregate of 25,324,104 shares of Purchaser&#146;s common
stock, $.001 par value per share (&#147;<U>Purchaser Common Stock</U>&#148;), as adjusted pursuant to the
Plan of Merger, based upon the closing share price of Purchaser Common Stock on the date of this
Agreement. The Merger Shares are to be delivered to the Owners pursuant to the Plan of Merger.
&#147;<U>Purchaser Common Stock</U>&#148; shall mean the common stock and any other common equity securities
issued by Purchaser, and any other shares of stock issued or issuable with respect thereto (whether
by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or
otherwise in connection with a combination of shares, recapitalization, merger, consolidation or
other corporate reorganization).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Merger Proxy Statement</U>&#148; shall mean the Proxy Statement (or if appropriate,
Information Statement) of Purchaser referred to in Section&nbsp;10.1, to be filed with the Commission
and sent to Purchaser&#146;s stockholders covering (a)&nbsp;the approval of the Merger Agreement and the
issuance of the Merger Shares pursuant to the Plan of Merger, (b)&nbsp;the approval of the change of
Purchaser&#146;s corporate name to &#147;Lander Co., Inc.&#148; or another name designated by Seller, (c)&nbsp;the
approval, if necessary, of a change of Purchaser&#146;s auditors to KPMG, (d)&nbsp;the approval of an
increase in the number of authorized shares of Purchaser Common Stock to not less than 100,000,000
shares, and (e)&nbsp;such other matters as are appropriate and necessary to consummate the transactions
contemplated by this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>1934 Act</U>&#148; shall mean the Securities Exchange Act of 1934, as amended, and the
regulations of the Commission promulgated thereunder.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Order</U>&#148; means any order, judgment, injunction, award, decree or writ handed down or
imposed by any Governmental Authority.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Ordinary Course of Business</U>&#148; shall mean, with respect to a Person, the ordinary
course of operating such Person&#146;s business (including the business of its Subsidiaries) in a manner
consistent with such Person&#146;s past custom and practice (including with respect to general quantity,
frequency and manner of operating).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Owners</U>&#148; shall mean the Persons listed on <U>Schedule&nbsp;2.2</U> along with their
respective percentage of ownership interests, who are the owners of all the equity interests in the
Seller.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Permits and Approvals</U>&#148; shall mean all licenses, permits, franchises, approvals and
authorizations by or from Governmental Authorities or third parties held by a Person in connection
with the operation of its business and/or the ownership or possession of its assets.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Permitted Encumbrances</U>&#148; shall mean (i)&nbsp;any Lien for Taxes not yet due or delinquent
or being contested in good faith by appropriate proceedings, (ii)&nbsp;any statutory Lien arising in the
Ordinary Course of Business by operation of law with respect to Liabilities that are not yet due


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">or delinquent, (iii)&nbsp;any minor imperfection of title or similar Lien which, individually or in
the aggregate with other such Liens, does not impair the value of the property subject to such Lien
or interfere with the use of such property in the conduct of a Person&#146;s business, (iv)&nbsp;Liens or
deposits in connection with workers&#146; compensation, unemployment insurance, social security
obligations and other similar statutory obligations, (v)&nbsp;good faith deposits made in connection
with contracts or leases to which a Person is a party, or other deposits required to be made in the
Ordinary Course of Business, (vi)&nbsp;mechanics&#146;, workers&#146; compensation, materialmen&#146;s, carriers, or
other similar Liens arising in the Ordinary Course of Business, and (vii)&nbsp;any Liens reflected in
the financial statements referred to in Section&nbsp;6.3 and Section&nbsp;7.5.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Person</U>&#148; shall mean an individual or a corporation, limited liability company,
partnership, trust or other entity.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Plan of Merger</U>&#148; shall mean the Plan of Merger to be executed and delivered by
Purchaser, Merger Sub and Seller at the Closing, substantially in the form of <U>Exhibit&nbsp;C.</U>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Purchaser&#146;s Disclosure Letter</U>&#148; shall mean the letter prepared and delivered by
Purchaser to Seller and containing certain information disclosed pursuant to this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Rule&nbsp;144</U>&#148; shall mean Rule&nbsp;144 promulgated by the Commission under the Securities Act.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Securities Act</U>&#148; shall mean the Securities Act of 1933, as amended, and the
regulations of the Commission promulgated thereunder.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Seller&#146;s Disclosure Letter</U>&#148; shall mean the letter prepared and delivered by Seller to
Purchaser and containing certain information disclosed pursuant to this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Subsidiary</U>&#148; shall mean any Person in which Seller or Purchaser owns, directly or
indirectly, 50% or more of the capital stock or other equity interests and shall include, with
respect to Seller, Lander Co., Inc., a Delaware corporation, Lander Co. Canada Limited, a Canadian
corporation, and Hermes Real Estate I LLC, a New York limited liability company, and with respect
to Purchaser, Barrington University, Inc., an Alabama corporation, Cenuco, Inc., a Florida
corporation, Academy of Health Sciences and Nutrition, Inc., a Florida corporation, and Merger Sub.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Subsidiaries</U>&#148; shall mean the Subsidiaries, collectively, of a Person. Unless the
context otherwise requires, references to Seller or Purchaser in this Agreement shall include the
Subsidiaries of each such Person.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Tax</U>&#148; or &#147;<U>Taxes</U>&#148; shall mean any and all taxes of any kind (together with any
interest, penalties, additions to tax or additional amounts imposed with respect thereto) imposed
by any government or taxing authority, including, but not limited to, federal, state, local or
foreign net or gross income, gross receipts, net proceeds, sales, use, property, ad valorem, value
added, capital stock, franchise, withholding, payroll, social security, employment, excise,
workers&#146; compensation, unemployment compensation or other taxes, assessments, duties, tariffs,
imposts, fees, levies or other governmental charges of any nature whatever.


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<P align="center" style="font-size: 10pt"><B>ARTICLE II</B>



<P align="center" style="font-size: 10pt"><U><B>MERGER</B></U>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.1 <U>Merger</U>. On the Closing Date, Purchaser, Merger Sub and Seller shall execute and
deliver and consummate the Plan of Merger. Subject to the provisions of this Agreement, on the
Closing Date a certificate of merger in such form as is required by the relevant provisions of the
Delaware General Corporation Law and the Delaware Limited Liability Company Act (the
&#147;<U>Certificate of Merger</U>&#148;) shall be duly executed and acknowledged and thereafter delivered
to the Secretary of the State of Delaware for filing, immediately after the Closing. The Merger
shall become effective upon the filing of the Certificate of Merger with the Secretary of State of
the State of Delaware (the &#147;<U>Effective Time</U>&#148;). At the Effective Time, Merger Sub shall be
merged with and into Seller, and the separate existence of Merger Sub shall cease and Seller shall
continue as the surviving entity of the Merger and as a wholly-owned subsidiary of Purchaser. At
the Effective Time, the effect of the Merger shall be as provided in the Delaware General
Corporation Law.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.2 <U>Merger Shares</U>. At the Effective Time, by virtue of the Merger and without any
action on the part of the Seller or Purchaser, each equity interest in the Seller issued and
outstanding immediately prior to the Effective Time shall be converted into the right to receive a
pro-rata percentage of the Merger Shares in accordance with <U>Schedule&nbsp;2.2</U> and the Plan of
Merger. Evidence of the issuance of the Merger Shares shall be delivered to the Seller at the
Closing. As soon as practicable after the Effective Time, each Owner shall be entitled, upon
evidence of transfer of such Owner&#146;s equity interests in the Seller, to receive its pro-rata
percentage of the Merger Shares, and thereafter all rights in respect of such Owner&#146;s equity
interests in the Seller shall cease to exist. All shares of Purchaser Common Stock issued and
outstanding immediately prior to the Effective Time shall be unaffected by the Merger and such
shares shall remain issued and outstanding.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.3 <U>Restrictions</U>.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Merger Shares are to be issued in transactions exempt from the registration
requirements of the Securities Act. Purchaser&#146;s reliance upon these exemptions is predicated in
part upon Seller&#146;s and each Owner&#146;s representation and agreement that the Merger Shares will be
acquired for the Owner&#146;s own account and not with a view to, or for resale in connection with, any
distribution or public offering. The Merger Shares may not be transferred or resold without (i)
registration under the Securities Act and compliance with applicable state securities laws, or (ii)
an exemption from the registration requirements of the Securities Act and applicable state
securities laws. Upon compliance with the requirements of this paragraph (a)&nbsp;and paragraph (b)&nbsp;of
this Section&nbsp;2.3, each Owner that is a limited liability company may transfer the Merger Shares, or
its right to receive Merger Shares, to the owner or owners of the equity interests in such limited
liability company, provided that such transferees shall be subject to the restrictions set forth in
this Section&nbsp;2.3.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Each Owner shall deliver to Purchaser a representation letter and investor questionnaire
in customary form that is reasonably acceptable to Purchaser (the &#147;Representation


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Letter and Investor Questionnaire&#148;) which shall include without limitation, representations
that the Owner can bear the economic risk of its investment in the Merger Shares and, together with
any &#147;purchaser representative,&#148; has such knowledge and experience in financial and business matters
as to be capable of evaluating the risks of an investment in the Merger Shares. Each Owner and its
advisors, if any, has been provided and had the opportunity to review all of Purchaser&#146;s documents
filed with the Commission and have had access to additional materials relating to the business,
finances and operations of the Purchaser and the opportunity to ask questions and receive answers
concerning the terms and conditions of the offering. Each Owner acknowledges that he or it has
consulted with his or its own consultant for any legal, financial or tax advice relevant to his or
its decision to exchange its respective interests for the Merger Shares and that Purchaser has not
provided any legal, financial or tax advice with respect to such decision. Each Owner understands
that prior to the effectiveness of the registration statement contemplated by Section&nbsp;9.10, the
Merger Shares will be &#147;restricted securities&#148; under the Securities Act, which may be resold without
registration under the Securities Act in only limited circumstances. Each Owner understands the
resale limitations on the Merger Shares imposed by the Securities Act. Purchaser may, unless a
registration statement is in effect covering such Merger Shares, place stop transfer orders with
its transfer agent with respect to such certificates in accordance with Federal securities laws of
the United States.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The certificates representing the Merger Shares initially shall bear the following legend:


<P align="left" style="margin-left:3%; margin-right:3%; font-size: 10pt">THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE &#147;ACT&#148;) AND ANY
APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR DISPOSED OF, IN WHOLE
OR IN PART, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION
THAT SUCH REGISTRATION IS NOT REQUIRED.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Once any of the Merger Shares cease to be subject to the restrictions set forth above, the
Owners may sell, transfer or trade the Merger Shares without restriction. At any time thereafter,
at the request of any Owner, the legend referred to above shall promptly be removed from such
Owner&#146;s stock certificates.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.4 <U>Rule&nbsp;144.</U> With a view to making available to the Owners the benefits of Rule
144 and any other similar rules and regulations of the Commission which may at any time permit the
Owners to sell or distribute without registration the Merger Shares, Purchaser agrees to file with
the Commission in a timely manner all reports and other documents required to be filed by it under
the 1934 Act, and to take any other actions necessary or appropriate to permit the Merger Shares to
be sold under Rule&nbsp;144, including, but not limited to, promptly furnishing any requested opinion of
counsel to Purchaser&#146;s transfer agent and the removal of any restrictive legend from the stock
certificates representing the Merger Shares.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.5 <U>Alternative Transaction Structures.</U> The parties may mutually agree to change the
method of effecting the business combination described herein, including, without limitation, by
merging Seller into a wholly-owned direct Subsidiary of Purchaser, so long as the transaction
qualifies as a tax-free reorganization under the Code. Each party shall reasonably cooperate with
the other in such efforts, including by entering into an appropriate amendment to this Agreement
(to the extent such amendment only changes the method of effecting the business combination and
does not substantially affect this Agreement or the rights and obligations of the parties);
<U>provided,</U> <U>however</U>, that any such Subsidiary shall become a party to, and shall
agree to be bound by, the terms of this Agreement and, unless otherwise mutually agreed to by the
parties, that any actions taken pursuant to this Section&nbsp;2.5 shall not (i)&nbsp;alter the kind or amount
of consideration to be issued to the Owners, (ii)&nbsp;adversely affect the tax consequences of the
Owners or (iii)&nbsp;otherwise cause any closing condition not to be capable of being fulfilled (unless
waived in writing by the party entitled to the benefits thereof).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.6 <U>Dissenting Owners</U>. Any equity interests in the Seller that are issued and
outstanding immediately prior to the Effective Time and that are held by an Owner who properly
exercises appraisal or dissenters&#146; rights (the &#147;Dissenting Units&#148;) will not be converted into the
right to receive the Merger Shares unless and until such Owner shall have failed to perfect, or
shall have effectively withdrawn or lost, such Owner&#146;s right to appraisal or dissent under
applicable law. Any such Owner of Dissenting Units shall be entitled only to receive the value of
such equity interests in the Seller as determined in accordance with applicable law upon receipt by
Purchaser of evidence of transfer of such Dissenting Units to Purchaser. If any such Owner shall
have failed to perfect or shall have effectively withdrawn or lost their appraisal or dissenters&#146;
rights, then as of the occurrence of such event, each equity interest in the Seller held by such
Owner shall thereupon be deemed to have been converted into and to have become, as of the Effective
Time, the right to receive, without any interest thereon, the Merger Shares to which such Owner is
entitled to receive pursuant to Section&nbsp;2.2. The Seller shall give Purchaser (i)&nbsp;prompt notice of
any notice or demand for appraisal or dissenters&#146; rights received by the Seller and (ii)&nbsp;the right
to participate in all negotiations and proceedings with respect to any such demands or notices.


<P align="center" style="font-size: 10pt"><B>ARTICLE III</B>



<P align="center" style="font-size: 10pt"><U><B>DELIVERIES</B></U>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.1 <U>Seller&#146;s Deliveries</U>. At the Closing on the Closing Date, subject to the terms and
conditions set forth in this Agreement, Seller shall make the following deliveries to Purchaser:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;A certificate, dated as of the Closing Date, executed by a manager of Seller, certifying
to resolutions of Seller approving and authorizing the execution, delivery and performance by
Seller of this Agreement and each of the agreements to be executed and delivered by Seller at the
Closing and the consummation of the transactions contemplated hereby and thereby (together with an
incumbency and signature certificate regarding the Persons signing any document or instrument on
behalf of Seller);


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;A good standing certificate for Seller and each Subsidiary from the secretary of state of
the state of its organization, dated as of a date not earlier than 30&nbsp;days prior to the Closing
Date;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;A certificate, dated as of the Closing Date, executed by a manager of Seller, to the
effect that the representations and warranties made by Seller in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same effect as though such
representations and warranties had been made on and as of such date, and that Seller has performed
and complied in all material respects with all of the terms, covenants and conditions set forth in
this Agreement that are to be performed or complied with by them before or as of the Closing Date;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Indemnification Agreements, duly executed by each Owner or Affiliate of an Owner who is to
become a director of Purchaser pursuant to this Agreement;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Representation Letters and Investor Questionnaires, duly executed by the Owners;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;An opinion of Seller&#146;s counsel substantially in the form of <U>Exhibit&nbsp;D</U>;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;Certifications duly signed by Seller and its Owners certifying that Seller and its Owners
are not &#147;foreign persons&#148; within the meaning of Section&nbsp;1445 of the Code and Section&nbsp;1.1445-2 of
the Treasury Regulations promulgated thereunder, and are not &#147;disregarded entities&#148; under Section
301.7701-3 of the Treasury Regulations, in such form as may be reasonably requested by Purchaser in
order to comply with Treasury Regulations promulgated pursuant to Code Section&nbsp;1445; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;All other items or documents reasonably necessary or appropriate under this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.2 <U>Purchaser&#146;s Deliveries</U>. At the Closing on the Closing Date, subject to the terms
and conditions set forth in this Agreement, Purchaser shall make the following deliveries to Seller
and the Owners:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Evidence of written authorization to Purchaser&#146;s transfer agent to issue certificates
representing the Merger Shares to the Owners pursuant to this Agreement;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;A certificate, dated as of the Closing Date, executed by the President of Purchaser,
certifying to resolutions of the Board of Directors and stockholders of Purchaser approving and
authorizing the execution, delivery and performance by Purchaser of this Agreement and each of the
agreements to be executed and delivered by Purchaser at the Closing and the consummation of the
transactions contemplated hereby and thereby (together with an incumbency and signature certificate
regarding the officer(s) signing any document or instrument on behalf of Purchaser).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;A certificate, dated as of the Closing Date, executed by the President of Merger Sub,
certifying to resolutions of the Board of Directors and stockholder of Merger Sub approving and
authorizing the execution, delivery and performance by Merger Sub of this


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Agreement and each of the agreements to be executed and delivered by Merger Sub at the Closing
and the consummation of the transactions contemplated hereby and thereby (together with an
incumbency and signature certificate regarding the officer(s) signing any document or instrument on
behalf of Merger Sub).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;A Certificate of Good Standing for Purchaser and each Subsidiary from the secretary of
state of the state of its organization, dated as of a date not earlier than 30&nbsp;days prior to the
Closing Date;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;A certificate, dated as of the Closing Date, executed by the President of Purchaser, to
the effect that the representations and warranties made by Purchaser in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same effect as though such
representations and warranties had been made on and as such date, and that Purchaser has performed
and complied in all material respects with all of the terms, covenants and conditions set forth in
this Agreement that are to be performed or complied with by it before or as of the Closing Date;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;The Indemnification Agreements, duly executed by Purchaser;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;An opinion of Purchaser&#146;s counsel substantially in the form of


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Exhibit&nbsp;E</U>; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;All other items or documents reasonably necessary or appropriate under this Agreement.


<P align="center" style="font-size: 10pt"><B>ARTICLE IV</B>



<P align="center" style="font-size: 10pt"><U><B>CLOSING</B></U>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to the terms and conditions of this Agreement, the closing of the transactions
provided for in this Agreement (the &#147;<U>Closing</U>&#148;) shall take place at the offices of Taylor,
Colicchio &#038; Silverman, LLP, 99 Park Avenue, New York, New York 10016, at 10:00&nbsp;A.M. local time on
the later to occur of (i)&nbsp;June&nbsp;30, 2005 or (ii)&nbsp;the third business day following the satisfaction
or waiver of all of the conditions specified in Articles XI and XII, or on such later date and at
such other time and place as may be mutually agreed upon by the parties (the &#147;<U>Closing
Date</U>&#148;), to be effective as of 12:01&nbsp;A.M. local time on the Closing Date.


<P align="center" style="font-size: 10pt"><B>ARTICLE V</B>



<P align="center" style="font-size: 10pt"><U><B>INVESTIGATION</B></U>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.1 <U>Access to Seller Information</U>. From and after the date of this Agreement and
through the Closing Date, Seller shall afford to the officers and representatives of Purchaser
reasonable access to Seller&#146;s premises (during normal business hours and on reasonable notice),
business and books and records and will assist Purchaser in the conduct of Purchaser&#146;s due
diligence, including by providing copies of all financial information, agreements and materials
reasonably requested for a full understanding of Seller&#146;s financial condition, assets, liabilities
and


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">business. All inquiries and requests for information shall be made by Purchaser or its
representatives only to Mark Massad or Joseph Falsetti and Purchaser agrees not to contact any
employees, customers or suppliers of Seller or its Subsidiaries or discuss the proposed transaction
with any such Persons without the prior written consent of Mark Massad or Joseph Falsetti. Any and
all information disclosed by Seller to Purchaser shall remain in strict confidence and shall be
subject to the Confidentiality Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.2 <U>Access to Purchaser Information</U>. From and after the date of this Agreement and
through the Closing Date, Purchaser shall afford to the officers and representatives of Seller
reasonable access to Purchaser&#146;s premises (during normal business hours and on reasonable notice),
business and books and records and will assist Seller in the conduct of Seller&#146;s due diligence,
including by providing copies of all financial information, agreements and materials reasonably
requested for a full understanding of Purchaser&#146;s financial condition, assets, liabilities and
business. Any and all information disclosed by Purchaser to Seller shall remain in strict
confidence and shall be subject to the Confidentiality Agreement.


<P align="center" style="font-size: 10pt"><B>ARTICLE VI</B>



<P align="center" style="font-size: 10pt"><U><B>REPRESENTATIONS AND WARRANTIES OF SELLER </B></U>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Seller represents and warrants to Purchaser that, except as specifically disclosed in Seller&#146;s
Disclosure Letter, the following statements are true and correct as of the date of this Agreement:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.1 <U>Organization</U>. Seller is a limited liability company duly organized and existing
and in good standing under the laws of the state of its formation and has all requisite limited
liability company power and authority to own or lease its properties and to carry on its business
as and in the places where such properties are now owned, leased or operated, or such business is
now conducted. Each Subsidiary of Seller is a corporation or limited liability company duly
organized and existing and in good standing under the laws of its jurisdiction of incorporation, is
wholly-owned by Seller and has all requisite power and authority to own or lease its properties and
to carry on its business as and in the places where such properties are now owned, leased or
operated, or such business is now conducted. Except as listed in Section&nbsp;1.1, Seller has no
Subsidiaries. Seller and its Subsidiaries are qualified to do business in each jurisdiction where
the nature of the business requires qualification, except where the failure to qualify would not
reasonably be likely to have a Material Adverse Effect on Seller and/or its Subsidiaries. This
Agreement has been duly authorized, executed and delivered by Seller and constitutes a legal, valid
and binding obligation of Seller enforceable against Seller in accordance with its terms. The
Owners are the sole equity owners of Seller. The states of residence of the Owners are set forth in
their respective Representation Letters and Investor Questionnaires. There are no other holders of
options, warrants or other equity interests in Seller and no outstanding rights to purchase any
equity interests in Seller.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.2 <U>Title; Adequacy of Assets</U>. Seller and its Subsidiaries have good and marketable
title to, or in the case of leased property and assets, valid leasehold interests in, their
property and assets, free and clear of any Liens other than Permitted Encumbrances. The property
and assets owned or leased by Seller and its Subsidiaries constitute, in the aggregate, all of the
assets and


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">properties necessary to conduct the business in the manner in which and to the extent to which
such business is currently being conducted.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.3 <U>Financial Statements</U>.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Seller has delivered to Purchaser its combined financial statements for the fiscal year
ended February&nbsp;29, 2004 (the &#147;<U>Seller&#146;s Statements</U>&#148;). Seller&#146;s Statements were audited and
certified by KPMG, certified public accountants. Seller&#146;s Statements were prepared in accordance
with generally accepted accounting principles applied on a consistent basis throughout the periods
covered thereby and present fairly in all material respects the combined financial condition of
Seller as of their dates and the combined results of operations of Seller for such periods.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Seller has delivered to Purchaser its combined unaudited financial statements for the
ten-month period ended January&nbsp;1, 2005 (the &#147;<U>Seller&#146;s Interim Statements</U>&#148;). Seller&#146;s
Interim Statements have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis, subject, however, to normal year-end adjustments and to the absence
of footnotes and other presentation items. Seller&#146;s Interim Statements present fairly in all
material respects the combined financial condition of Seller as of their date and the combined
results of operations of Seller for the period then ended.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.4 <U>Liabilities</U>. Except as and to the extent reflected or reserved against in Seller&#146;s
Statements or Seller&#146;s Interim Statements, as the case may be, or otherwise disclosed in or
pursuant to this Agreement, and except for such Liabilities as have arisen in the Ordinary Course
of Business since the date of Seller&#146;s Interim Statements, Seller has no Liabilities or knowledge
of any Liabilities that, in either case, could reasonably be expected to have a Material Adverse
Effect on Seller and its Subsidiaries or on Seller&#146;s ability to perform its obligations under this
Agreement and to consummate the transactions contemplated hereby.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.5 <U>Non-Breach, Etc</U>. The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby by Seller will not, after all required consents of third
parties and Governmental Authorities are obtained, (a)&nbsp;result in a breach of any of the terms or
conditions of, or constitute a default under, any Contract or obligation to which Seller or any
Subsidiary is now a party or by which it or any of its properties or assets are bound, (b)&nbsp;violate
any law or Order of any Governmental Authority applicable to Seller or any Subsidiary, or (c)
conflict with or result in a breach of the terms, conditions or provisions of the Certificate of
Formation or Operating Agreement of Seller or the charter documents of its Subsidiaries. Neither
the execution and delivery by the Seller of this Agreement nor the consummation by the Seller of
the transactions contemplated hereby will require any consent, approval or authorization of, or
filing or registration with, any Governmental Authority, other than filings required under the Plan
of Merger, the 1934 Act, the Securities Act or applicable state securities and &#147;Blue Sky&#148; laws.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.6 <U>Contracts</U>. Seller has provided Purchaser with correct and complete copies of all
of the material Contracts of Seller and its Subsidiaries. Seller has performed in all material
respects all obligations required to be performed by it to date, and is not in breach or default
under, any material Contracts to which Seller or any of its Subsidiaries is a party, except where


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">the failure to perform, breach or default would not reasonably be expected to have a Material
Adverse Effect on Seller and its Subsidiaries. To the best knowledge of Seller, the other parties
to such Contracts are not in breach or default in any material respect under any such Contracts.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.7 <U>Litigation</U>. Seller&#146;s Disclosure Letter describes all material claims, actions,
suits, proceedings or investigations pending or, to the best knowledge of Seller, threatened
against Seller or any Subsidiary before or by any Person or Governmental Authority; and Seller and
its Subsidiaries are not operating under or subject to, or in default with respect to, any Order of
any Governmental Authority.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.8 <U>Compliance with Laws</U>. Seller and its Subsidiaries are in compliance in all
material respects with applicable provisions of all laws, regulations and Orders applicable to
Seller and its Subsidiaries. There are no products which have been recalled by Seller or its
Subsidiaries (whether voluntarily or otherwise) at any time since June&nbsp;13, 2003 or, to the best of
the knowledge of Seller, proceedings (whether completed or pending) by the FDA or any other
Governmental Authority at any time since June&nbsp;13, 2003 seeking the recall, suspension or seizure of
any products of Seller or its Subsidiaries.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.9 <U>Intellectual Property Rights</U>. Seller and its Subsidiaries have all Intellectual
Property Rights necessary for the conduct of their business as presently conducted. The conduct by
Seller and its Subsidiaries of their business does not, to the best knowledge of Seller, infringe
in any material respect on the Intellectual Property Rights of any third party, and no claim has
been asserted to such effect.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.10 <U>Environmental Compliance</U>. Seller and its Subsidiaries have complied in all
material respects with and are in compliance with all Environmental Laws applicable to them except
for such instances of noncompliance that would not reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect on Seller and its Subsidiaries. Seller and its
Subsidiaries hold all Permits and Approvals required pursuant to Environmental Laws and are in
compliance with such Permits and Approvals except for the failure to hold such Permits and
Approvals and such instances of noncompliance that would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect on Seller and its Subsidiaries.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.11 <U>Conduct of Business</U>. Except as disclosed in the Seller&#146;s Interim Statements and
except as contemplated by this Agreement, since the date of the Seller&#146;s Interim Statements, Seller
has operated its business (including the business of its Subsidiaries) only in the Ordinary Course
of Business, and Seller has not incurred any Liabilities, except for (i)&nbsp;Liabilities disclosed in
the Seller&#146;s Statements or the Seller&#146;s Interim Statements, as the case may be, and (ii)&nbsp;such
Liabilities as have arisen in the Ordinary Course of Business since the date of the Seller&#146;s
Interim Statements, none of which newly arisen Liabilities could reasonably be expected to have a
Material Adverse Effect on Seller and its Subsidiaries.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.12 <U>Permits and Approvals</U>. All material Permits and Approvals required for Seller and
its Subsidiaries to operate their business have been obtained and are in effect. Seller and its
Subsidiaries have performed in all material respects all obligations required to be performed by
them to the date of this Agreement under, and are not in default under, any Permits and


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Approvals or the laws, regulations and requirements of the licensing and permit authorities,
except to the extent that any failure to perform or any default with respect to such Permits and
Approvals would not reasonably be expected to have a Material Adverse Effect on Seller and its
Subsidiaries.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.13 <U>Insurance</U>. Each of Seller and its Subsidiaries is covered by insurance in scope
and amount customary and reasonable for its business. Seller has made available to Purchaser (a)&nbsp;a
current insurance schedule, and (b)&nbsp;copies of Seller&#146;s material insurance policies as of the date
of this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.14 <U>Labor Controversies</U>. There are no material controversies pending or, to the best
knowledge of Seller, threatened, between Seller or any Subsidiary and (a)&nbsp;any union or (b)&nbsp;any of
their employees. Seller and its Subsidiaries are in compliance with applicable labor laws except
where failure to comply would not reasonably be expected to have a Material Adverse Effect on
Seller and its Subsidiaries.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.15 <U>Pension and Profit Sharing Plans; Benefits</U>. Seller and its Subsidiaries have no
pension or profit sharing plans which cover any of their employees, except as disclosed in Seller&#146;s
Disclosure Letter. For each of Seller&#146;s Benefit Plans as defined in Section&nbsp;3(3) of ERISA, Seller
has made available to Purchaser true and complete copies of (a)&nbsp;the plan document, (b)&nbsp;any related
trust agreements, insurance contracts and other funding agreements, (c)&nbsp;summary plan descriptions,
(d)&nbsp;the most recent IRS determination letter, if any, (e)&nbsp;the most recently filed annual report
(Form&nbsp;5500 Series) and (f)&nbsp;the most recent financial statements and actuarial reports, if any.
Each of the Benefit Plans which is intended to be a qualified plan under Section 401(a) of the Code
has received a favorable determination letter and nothing has occurred since the date of such
letter that would reasonably be expected to have a Material Adverse Effect on the qualification of
the plan under Section 401(a) of the Code. Seller and its Subsidiaries have performed and complied
with all of their material obligations under or with respect to their Benefit Plans and all such
Benefit Plans have operated in all material respects in accordance with their respective terms and
with all applicable laws, rules and regulations, and all material reports required by any
Governmental Authority with respect to each such plan have been timely filed. All contributions
required to be made or accrued to date to any of Seller&#146;s Benefit Plans have been made or accrued.
Seller&#146;s Disclosure Letter contains a complete list of all material Benefit Plans provided by
Seller and its Subsidiaries to their respective employees.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.16 <U>Material Change</U>. Since the date of Seller&#146;s Interim Statements, there has been no
change in the condition, financial or otherwise, of Seller or its assets or business, except
changes occurring in the Ordinary Course of Business or which have not had or may reasonably be
expected to have a Material Adverse Effect on Seller and its Subsidiaries.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.17 <U>Taxes</U>. All material returns, reports, estimates, information returns and
statements of any nature regarding Taxes required to be filed by Seller and its Subsidiaries have
been filed when due. All of the information provided on such returns, reports, estimates,
information returns and statements was true and correct in all material respects as of the date
filed, and all material required Taxes of Seller and its Subsidiaries have been paid in full. All
material Taxes of Seller and its Subsidiaries which are not yet due have either been fully accrued
for and disclosed on the financial statements of Seller and its Subsidiaries, or have been paid.
There is no


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Tax deficiency outstanding, proposed or assessed against Seller or its Subsidiaries. Seller
and its Subsidiaries are not under audit or examination by any taxing authority. Seller and its
Subsidiaries have withheld and paid all Taxes to the appropriate governmental authority required to
have been withheld and paid by them in connection with amounts paid or owing to any employee,
independent contractor or other party. Seller and its Owners are not &#147;foreign persons&#148; within the
meaning of Section&nbsp;1445 of the Code and Section&nbsp;1.1445-2 of the Treasury Regulations promulgated
thereunder, and are not &#147;disregarded entities&#148; under Section&nbsp;301.7701-3 of the Treasury
Regulations. Seller and its Subsidiaries are not a party to any tax sharing or similar agreement,
and have no obligation with respect to Taxes of any other person or entity pursuant to any
Contract, tax sharing agreement, legal requirement or otherwise.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.18 <U>Finders and Investment Bankers</U>. There is no investment banker, broker, finder or
other intermediary which has been retained by or is authorized to act on behalf of Seller or its
Subsidiaries who might be entitled to any fee or commission in connection with the transactions
contemplated by this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.19 <U>Certain Contracts</U>. Neither Seller nor any of its Subsidiaries is a party to or
bound by (i)&nbsp;any non-competition agreement or any other agreement or obligation which purports to
limit the manner in which, or localities in which, the current business of Seller and its
Subsidiaries is conducted or (ii)&nbsp;any executory agreement or obligation which pertains to the
acquisition or disposition of any business or asset, or which provides any third party any Lien,
claim or preferential right with regard thereto, except, in the case of this clause (ii), for such
agreements or obligations that would not reasonably be expected to have a Material Adverse Effect
on Seller and its Subsidiaries.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.20 <U>Seller&#146;s Disclosure Letter</U>. The representations, warranties and statements of
Seller contained in this Agreement and in the agreements, certificates, exhibits, documents, and
schedules delivered by Seller to Purchaser pursuant to this Agreement, do not and will not contain
any untrue statement of a material fact, and do not and will not omit to state material facts
required to be stated therein or necessary in order to make such representations, warranties or
statements not misleading in light of the circumstances under which they were made. Seller makes
no representations or warranties with respect to, and expressly disclaims any representations and
warranties with respect to, any financial projections, forecasts or other forward-looking financial
or other information provided, or to be provided, to Purchaser in connection with the transactions
contemplated by this Agreement.


<P align="center" style="font-size: 10pt"><B>ARTICLE VII</B>



<P align="center" style="font-size: 10pt"><U><B>REPRESENTATIONS AND WARRANTIES BY PURCHASER</B></U>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Purchaser represents and warrants to Seller that, except as specifically disclosed in the
Purchaser&#146;s Disclosure Letter, the following statements are true and correct as of the date of this
Agreement:


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.1 <U>Organization</U>. Each of Purchaser and its Subsidiaries is a corporation, duly
organized, validly existing and in good standing under the laws of the state of its organization,
and has all requisite corporate power and authority to own its properties and to carry on its
business as and in the places where such properties are now owned, leased or operated, or such
business is now conducted. Except as listed in Section&nbsp;1.1, Purchaser has no Subsidiaries. Each
Subsidiary is wholly-owned by Purchaser. Purchaser and its Subsidiaries are qualified to do
business in each jurisdiction where the nature of the business requires such qualification, except
where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect
on Purchaser and/or its Subsidiaries. Purchaser has previously delivered to Seller certified copies
of its certificate of incorporation and by-laws, and the certificates of incorporation and by-laws
of Cenuco, Inc., a Florida corporation, and Merger Sub, none of which has been amended since the
date of such delivery. This Agreement has been duly authorized by the Board of Directors of
Purchaser and executed and delivered by Purchaser and constitutes a legal valid and binding
agreement of Purchaser enforceable in accordance with its terms. This Agreement has been duly
authorized by the Board of Directors and sole stockholder of Merger Sub and executed and delivered
by Merger Sub and constitutes a legal, valid and binding agreement of Merger Sub enforceable in
accordance with its terms.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.2 <U>Title; Adequacy of Assets</U>. Purchaser and its Subsidiaries have good and marketable
title to their property and assets, or in the case of leased property and assets, valid leasehold
interests therein, free and clear of any Liens other than Permitted Encumbrances. The property and
assets owned or leased by Purchaser and its Subsidiaries constitute, in the aggregate, all of the
assets and properties necessary to conduct the business in the manner in which and to the extent to
which such business is currently being conducted.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.3 <U>Capitalization</U>. Purchaser is authorized to issue 25,000,000 shares of Purchaser
Common Stock, $ .001 par value per share, and 1,000,000 shares of Preferred Stock, $ .001 par value
per share. As of the date of this Agreement, there were 13,636,056 shares of Purchaser Common Stock
issued and outstanding, 2,935,712 shares of Purchaser Common Stock were reserved for issuance
pursuant to stock option plans and stock option agreements and warrants of Purchaser, and there
were no outstanding rights to purchase any capital stock of Purchaser other than stock options and
warrants with respect to an aggregate of 2,935,712 shares of Purchaser Common Stock. No shares of
Purchaser&#146;s Preferred Stock are outstanding. All issued and outstanding shares of Purchaser Common
Stock (i)&nbsp;are duly authorized, validly issued, fully paid, nonassessable and free of preemptive
rights, (ii)&nbsp;were not issued in violation of the terms of any agreement or other understanding
binding upon Purchaser and (iii)&nbsp;were issued in compliance with all applicable charter documents of
Purchaser and all applicable federal and state securities laws, rules and regulations. Purchaser
has no outstanding bonds, debentures, notes or other obligations the holders of which have the
right to vote (or which are convertible into or exercisable for securities having the right to
vote) with the stockholders of Purchaser on any matter. Purchaser&#146;s Disclosure Letter contains a
complete list of all outstanding options, warrants and rights to purchase stock of Purchaser,
including exercise prices and expiration dates. Copies of all agreements evidencing such options,
warrants and rights to purchase have been delivered to Seller.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.4 <U>Commission Filings</U>. Since January&nbsp;1, 2001, Purchaser has timely filed with the
Commission all forms, reports and documents (including any Forms 8-K, Annual Reports on


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Form&nbsp;10-KSB, Quarterly Reports on Form 10-QSB, Form S-3 and Schedule&nbsp;14A, all of which are
listed in Purchaser&#146;s Disclosure Letter) which it was required to file with the Commission.
Purchaser will promptly notify Seller of any forms, reports and documents filed with the Commission
after the date of this Agreement. All such forms, reports and documents filed since January&nbsp;1,
2001, or to be filed by Purchaser with the Commission, including the Merger Proxy Statement
(collectively, the &#147;<U>Purchaser Reports</U>&#148;) (a)&nbsp;were prepared, or will be prepared, in
accordance with the Securities Act or the 1934 Act, as the case may be, and complied, or will
comply, in all material respects with the rules and regulations thereunder and (b)&nbsp;did not at the
time they were filed, or will not at the time they are filed, contain any untrue statement of a
material fact or omitted or will omit to state a material fact required to be stated therein or
necessary to make the statements made therein, in light of the circumstances under which they were
made, not misleading. Seller is eligible to register its securities on SEC Form S-3.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.5 <U>Financial Statements</U>. The consolidated financial statements of Purchaser included
within the Purchaser Reports fairly present in all material respects the consolidated financial
position of Purchaser and the consolidated results of its operations as of the dates and for the
periods to which they apply; such statements have been prepared in conformity with generally
accepted accounting principles, applied on a consistent basis throughout the periods involved, and
such financial statements comply with all applicable provisions of Regulation&nbsp;S-X of the
Commission. The interim consolidated financial statements presented in such Purchaser Reports
include all adjustments (subject only to normal recurring year-end adjustments and the absence of
footnotes) necessary for a fair presentation of Purchaser&#146;s consolidated financial position and
consolidated results of operations as of the dates and for the periods presented therein. The
balance sheets included in such statements reflect all material Liabilities required to be
reflected in or disclosed on such balance sheets or in the notes thereto in accordance with
generally accepted accounting principles.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.6 <U>Liabilities</U>. Except as and to the extent reflected or reserved against in the
financial statements included in the Purchaser Reports or otherwise disclosed in or pursuant to
this Agreement, and except for such Liabilities as have arisen in the Ordinary Course of Business
of Purchaser since the date of the such financial statements, Purchaser has no Liabilities or
knowledge of any Liabilities that, in either case, could have a Material Adverse Effect on
Purchaser and its Subsidiaries or on Purchaser&#146;s ability to perform its obligations under this
Agreement and to consummate the transactions contemplated hereby.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.7 <U>Non-Breach, Etc</U>. The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby by Purchaser will not, after all required consents of third
parties and Governmental Authorities are obtained, (a)&nbsp;result in a breach of any of the terms or
conditions of, or constitute a default under, any Contract or obligation to which Purchaser or any
Subsidiary is a party or by which it or any of its properties or assets are bound, (b)&nbsp;violate any
law or Order of any Governmental Authority applicable to Purchaser or any Subsidiary, or (c)
conflict with or result in a breach of the terms, conditions or provisions of the certificate of
incorporation or by-laws of Purchaser or the charter documents of its Subsidiaries. Neither the
execution and delivery by the Purchaser of this Agreement nor the consummation by the Purchaser of
the transactions contemplated hereby will require any consent, approval or authorization of, or
filing or registration with, any Governmental Authority, other than filings


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">required under the Plan of Merger, the 1934 Act, the Securities Act or applicable state
securities and &#147;Blue Sky&#148; laws.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.8 <U>Contracts</U>. Purchaser has provided Seller with correct and complete copies of all
of the material Contracts of Purchaser and its Subsidiaries. Purchaser has performed in all
material respects all obligations required to be performed by it, and is not in breach or default
under, any material Contracts to which Purchaser or any of its Subsidiaries is a party, except
where failure to perform, breach or default would not reasonably be expected to have a Material
Adverse Effect on Purchaser and/or its Subsidiaries. To the best knowledge of Purchaser, the other
parties to such Contracts are not in breach or default in any material respect under any such
Contracts.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.9 <U>Litigation</U>. Purchaser&#146;s Disclosure Letter describes all material claims, actions,
suits, proceedings or investigations pending or, to the best knowledge of Purchaser, threatened
against Purchaser or any Subsidiary before or by any Person or Governmental Authority; and
Purchaser and its Subsidiaries are not operating under or subject to, or in default with respect
to, any Order of any Governmental Authority.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.10 <U>Compliance with Laws</U>. Purchaser and its Subsidiaries are in compliance in all
material respects with applicable provisions of all laws, regulations and orders applicable to
Purchaser and its Subsidiaries, including without limitation, the Securities Act and the 1934 Act.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.11 <U>Intellectual Property Rights</U>. Purchaser and its Subsidiaries have all
Intellectual Property Rights necessary for the conduct of their business as presently conducted.
The conduct by Purchaser and its Subsidiaries of their business does not, to the best knowledge of
Purchaser, infringe in any material respect on the Intellectual Property Rights of any third party,
and no claim has been asserted to such effect.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.12 <U>Environmental Compliance</U>. Purchaser and its Subsidiaries have complied in all
material respects with and are in compliance with all Environmental Laws applicable to them, except
for such instances of noncompliance that would not reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect on Purchaser and its Subsidiaries. Purchaser and its
Subsidiaries hold all Permits and Approvals required pursuant to Environmental Laws and are in
compliance with such Permits and Approvals, except for the failure to hold such Permits and
Approvals and such instances of noncompliance that would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect on Purchaser and its Subsidiaries.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.13 <U>Conduct of Business</U>. Except as disclosed in the Purchaser Reports, since the date
of the most recent Purchaser Report, Purchaser and its Subsidiaries have operated their business
only in the Ordinary Course of Business, and Purchaser has not incurred any material Liabilities,
except for (i)&nbsp;Liabilities disclosed in the Purchaser Reports, and (ii)&nbsp;such Liabilities as have
arisen in the Ordinary Course of Business of Purchaser since the date of the most recent Purchaser
Report, none of which newly-arisen Liabilities could reasonably be expected to have a Material
Adverse Effect on Purchaser and its Subsidiaries.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.14 <U>Permits and Approvals</U>. All material Permits and Approvals required for Purchaser
and its Subsidiaries to operate their business have been obtained and are in effect. Purchaser and
its Subsidiaries have performed in all material respects all obligations required to be performed
by them under, and are not in default under, any Permits and Approvals or the laws, regulations and
requirements of the licensing and permit authorities, except to the extent that any failure to
perform or any default with respect to such Permits and Approvals would not reasonably be expected
to have a Material Adverse Effect on Purchaser and its Subsidiaries.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.15 <U>Insurance</U>. Each of Purchaser and its Subsidiaries is covered by insurance in
scope and amount customary and reasonable for its business. Purchaser has made available to Seller
(a)&nbsp;a current insurance schedule and (b)&nbsp;a copy of Purchaser&#146;s directors&#146; and officers&#146; liability
insurance policy and all other material insurance policies of Purchaser.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.16 <U>Labor Controversies</U>. There are no material controversies pending or, to the best
knowledge of Purchaser, threatened, between Purchaser and its Subsidiaries and (a)&nbsp;any union or (b)
any of Purchaser&#146;s employees. Purchaser and its Subsidiaries are in compliance with applicable
labor laws except where failure to comply would not reasonably be expected to have a Material
Adverse Effect on Purchaser and its Subsidiaries. None of Purchaser or any of its Subsidiaries is a
party to any collective bargaining agreements.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.17 <U>Pension and Profit Sharing Plans; Benefits</U>. Purchaser and its Subsidiaries have
no pension or profit sharing plans which cover any of their employees, except as disclosed in
Purchaser&#146;s Disclosure Letter. For each of Purchaser&#146;s Benefit Plans as defined in Section&nbsp;3(3) of
ERISA, Purchaser has made available to Seller true and complete copies of (a)&nbsp;the plan document,
(b)&nbsp;any related trust agreements, insurance contracts and other funding agreements, (c)&nbsp;summary
plan descriptions, (d)&nbsp;the most recent Internal Revenue Service determination letter, if any, (e)
the most recently filed annual report (Form&nbsp;5500 Series) and (f)&nbsp;the most recent financial
statements and actuarial reports, if any. Each of the Benefit Plans which is intended to be a
qualified plan under Section 401(a) of the Code has received a favorable determination letter and
nothing has occurred since the date of such letter that would reasonably be expected to have a
Material Adverse Effect on the qualification of the plan under Section 401(a) of the Code.
Purchaser and its Subsidiaries have performed and complied with all of their material obligations
under or with respect to their Benefit Plans and all such Benefit Plans have operated in all
material respects in accordance with their respective terms and with all applicable laws, rules and
regulations, and all material reports required by any Governmental Authority with respect to each
such plan have been timely filed. All contributions required to be made or accrued to date to any
of Purchaser&#146;s Benefit Plans have been made or accrued. Purchaser&#146;s Disclosure Letter contains a
complete list of all material Benefit Plans provided by the Purchaser and its Subsidiaries to their
respective employees.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.18 <U>Material Change</U>. Since the date of the most recent Purchaser Report, there has
been no material change in the financial condition of Purchaser or its assets or business, except
changes occurring in the Ordinary Course of Business, or which have not had or may reasonably be
expected to have a Material Adverse Effect on Purchaser and its Subsidiaries.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.19 <U>Taxes</U>. All material returns, reports, estimates, information returns and
statements of any nature regarding Taxes required to be filed by Purchaser and its Subsidiaries
have been


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">filed when due. All of the information provided on such returns, reports, estimates,
information returns and statements was true and correct in all material respects as of the date
filed, and all material required Taxes have been paid in full. All material Taxes of Purchaser and
its Subsidiaries which are not yet due have either been fully accrued for or disclosed on the
financial statements of Purchaser and its Subsidiaries, or have been paid. There is no Tax
deficiency outstanding, proposed or assessed against Purchaser or any of its Subsidiaries.
Purchaser and its Subsidiaries are not under audit or examination by any taxing authority.
Purchaser and its Subsidiaries (a)&nbsp;have withheld and paid all Taxes to the appropriate Governmental
Authority required to have been withheld and paid by them in correction with amounts paid to any
employee, independent contractor or other party, and (b)&nbsp;have no obligations with respect to any
Contract, tax sharing agreement, legal requirement or otherwise.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.20 <U>Finders and Investment Bankers.</U> There is no investment banker, broker, finder or
other intermediary which has been retained by or is authorized to act on behalf of Purchaser or its
Subsidiaries who might be entitled to any fee or commission in connection with the transactions
contemplated by this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.21 <U>Vote Required</U>. The affirmative vote of holders of a majority of the voting power
of the outstanding Purchaser Common Stock, voting as a single class, is the only vote necessary to
adopt this Agreement and the Plan of Merger and the transactions contemplated hereby.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.22 <U>Certain Approvals</U>. Purchaser&#146;s Board of Directors has taken all necessary and
appropriate action to render inapplicable to the Merger and the transactions contemplated by this
Agreement the restrictions contained in Section&nbsp;203 of the Delaware General Corporation Law and any
other &#147;fair price,&#148; &#147;moratorium,&#148; control share acquisition, interested stockholder or other
similar antitakeover provision or regulation and any restrictive provision of any antitakeover
provision in the certificate of incorporation or bylaws of Purchaser.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.23 <U>Certain Contracts</U>. Neither Purchaser nor any of its Subsidiaries is a party to or
bound by (i)&nbsp;any non-competiton agreement or any other agreement or obligation which purports to
limit the manner in which, or localities in which, the current business of Purchaser and its
Subsidiaries is conducted or (ii)&nbsp;any executory agreement or obligation which pertains to the
acquisition or disposition of any business or asset, or which provides any third party any Lien,
claim or preferential right with regard thereto, except, in the case of this clause (ii), for such
agreements or obligations that would not reasonably be expected to have a Material Adverse Effect
on Purchaser and its Subsidiaries.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.24 <U>Purchaser Disclosure Letter</U>. The representations, warranties and statements of
Purchaser contained in this Agreement and in the agreements, certificates, exhibits, documents, and
schedules delivered by Purchaser to Seller pursuant to this Agreement, do not and will not contain
any untrue statement of a material fact, and do not and will not omit to state material facts
required to be stated therein or necessary in order to make such representations, warranties or
statements not misleading in light of the circumstances under which they were made.


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<P align="center" style="font-size: 10pt"><B>ARTICLE VIII</B>



<P align="center" style="font-size: 10pt"><U><B>COVENANTS OF SELLER</B></U>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.1 <U>Action by Seller</U>. From the date of this Agreement to the Effective Time, Seller
will not take or permit to be taken any action that is within its management and control, or do or
permit to be done anything in the conduct of its business or otherwise within its management and
control, which would be contrary to or in breach of any of the terms or conditions of this
Agreement, or which would cause any of the representations and warranties of Seller to be untrue in
any material respect as of the Effective Time.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.2 <U>Regulatory and Other Authorization; Consents</U>. Seller shall use its reasonable best
efforts to obtain all authorizations, consents, orders and approvals of all Governmental
Authorities and third parties that may be or become necessary for the performance of its
obligations as contemplated by this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.3 <U>Notice of Developments</U>. Prior to the Effective Time, Seller shall promptly notify
Purchaser in writing of (a)&nbsp;all events, circumstances, facts and occurrences arising subsequent to
the date of this Agreement which may reasonably be expected to result in any material breach of a
representation or warranty or covenant of Seller in this Agreement or which may reasonably be
expected to have the effect of making any representation or warranty of Seller in this Agreement
untrue or incorrect in any material respect as of the respective dates of such events,
circumstances, facts and occurrences, and (b)&nbsp;all other material developments that could have a
Material Adverse Effect on Seller or on Seller&#146;s ability to perform its obligations under this
Agreement and to consummate the transactions contemplated hereby.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.4 <U>Further Action</U>. Seller shall use all reasonable efforts to take, or cause to be
taken, all appropriate action, do or cause to be done, all things reasonably necessary, proper or
advisable under applicable law, and execute and deliver such documents and other papers, as may be
reasonably required to carry out the provisions of this Agreement and consummate the transactions
contemplated by this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.5 <U>Conduct of Business</U>. Except as otherwise contemplated by this Agreement, from the
date of this Agreement until the Effective Time, Seller and its Subsidiaries will maintain and
preserve their business and will operate their business in the Ordinary Course of Business
consistent with past practice and will use their best efforts to maintain their employees and
relationships with their licensors, suppliers, distributors and clients, and will not:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;incur any Liabilities, except for Liabilities as may arise in the Ordinary Course of
Business;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;sell or transfer to any third party any material assets, except in the Ordinary Course of
Business;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;enter into any transaction involving or relating to their business except in the Ordinary
Course of Business or as contemplated by this Agreement;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;increase the compensation payable, or to become payable to any of their employees
including, but not limited to, any bonus payment or deferred compensation, except in the Ordinary
Course of Business;


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;increase any benefits to employees under any Benefit Plans of Seller, except in the
Ordinary Course of Business;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;make any payments, distributions, dividends, or other transfers of property (whether by
sale, dividend or in any other fashion) to any Owner, except for payments in the Ordinary Course of
Business;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;incur any indebtedness for borrowed money, except in the Ordinary Course of Business;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;take any action that would result in any representation or warranty being or becoming
untrue;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;authorize the issuance of any of its equity interests (other than in connection with the
exercise of currently outstanding options or warrants) or any other securities exercisable or
exchangeable for or convertible into equity interests of Seller, or repurchase, redeem, purchase or
otherwise acquire for value any equity interests or any other securities exercisable or
exchangeable for or convertible into equity interests or reclassify combine, split or subdivide,
directly or indirectly, any of its equity interests; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;commit to do any of the foregoing.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.6 <U>Maintenance of Insurance</U>. Seller shall continue to carry, to the extent reasonably
available, all existing insurance (or similar replacement insurance).


<P align="center" style="font-size: 10pt"><B>ARTICLE IX</B>



<P align="center" style="font-size: 10pt"><U><B>COVENANTS OF PURCHASER</B></U>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.1 <U>Action by the Purchaser</U>. From the date of this Agreement to the Effective Time,
Purchaser will not take or permit to be taken any action that is within its management and control
or do or permit to be done anything in the conduct of the business of Purchaser or otherwise within
its management and control, which would be contrary to or in breach of any of the terms or
conditions of this Agreement, or which would cause any of the representations and warranties of
Purchaser to be untrue in any material respect as of the Effective Time.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.2 <U>Regulatory and Other Authorization; Consents</U>. Purchaser shall use its reasonable
best efforts to obtain all authorizations, consents, orders and approvals of all Governmental
Authorities and third parties that may be or become necessary for performance of its obligations as
contemplated by this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.3 <U>Notice of Developments</U>. Prior to the Effective Time, Purchaser shall promptly
notify Seller in writing of (a)&nbsp;all events, circumstances, facts and occurrences arising subsequent
to the date of this Agreement which may reasonably be expected to result in any material breach of
a representation or warranty or covenant Purchaser in this Agreement, or which may reasonably be
expected to have the effect of making any representation or warranty of Purchaser in this Agreement
untrue or incorrect in any material respect as of the respective dates of such


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">events, circumstances, facts and occurrences, and (b)&nbsp;all other material developments that
could have a Material Adverse Effect on Purchaser or on Purchaser&#146;s ability to perform its
obligations under this Agreement and to consummate the transactions contemplated hereby.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.4 <U>Further Action</U>. Purchaser shall use all reasonable efforts to take, or cause to be
taken, all appropriate action, do or cause to be done all things reasonably necessary, proper or
advisable under applicable law, and execute and deliver such documents and other papers, as may be
required to carry out the provisions of this Agreement and consummate the transactions contemplated
by this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.5 <U>Conduct of Business</U>. Except as otherwise contemplated by this Agreement, from the
date of this Agreement until the Effective Time, Purchaser and its Subsidiaries will maintain and
preserve their business and will operate their business in the Ordinary Course of Business
consistent with past practice and will use their reasonable efforts to maintain their licensors,
suppliers, distributors and customers and will not:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;incur any Liabilities, except for Liabilities as may arise in the Ordinary Course of
Business;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;sell or transfer to any third party any material assets, except in the Ordinary Course of
Business;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;enter into any transaction involving or relating to their business except in the Ordinary
Course of Business or as contemplated by this Agreement;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;increase the compensation payable, or to become payable to any of their employees
including, but not limited to, any bonus payment or deferred compensation, except in the Ordinary
Course of Business;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;increase any benefits to employees under any Benefit Plans of Purchaser, except in the
Ordinary Course of Business;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;make any payments, distributions, dividends, or other transfers of property (whether by
sale, dividend or in any other fashion) to any stockholder, except for payments in the Ordinary
Course of Business;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;incur any indebtedness for borrowed money;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;except pursuant to the exercise of options outstanding on the date of this Agreement,
issue or purchase any shares of capital stock or any options, warrants or rights to purchase shares
of capital stock or any securities or obligations convertible into or exchangeable for shares of
capital stock;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;take any actions that would result in any representation or warranty being or becoming
untrue;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;amend their certificates of incorporation or by-laws; or


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;commit to do any of the foregoing.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.6 <U>Maintenance of
Insurance</U>. Purchaser shall continue to carry, to the extent reasonably available, all existing insurance (or similar replacement insurance).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.7 <U>Non Solicitation of Proposals</U>. During the term of this Agreement, Purchaser agrees
that it and its Subsidiaries (i)&nbsp;will not (and Purchaser will not permit its or its Subsidiaries&#146;
officers, directors, employees, agents or representatives, including any investment banker,
attorney or accountant retained by Purchaser or any of its Subsidiaries) to solicit, initiate or
encourage (including by way of furnishing non-public information) any inquiry, proposal or offer
(including any proposal or offer to its stockholders) with respect to a third party tender offer,
merger, consolidation, business combination or similar transaction involving any assets or class of
capital stock of Purchaser, or any acquisition of capital stock of Purchaser (any such proposal,
offer or transaction being referred to as an &#147;<U>Acquisition Proposal</U>&#148;) or participate or
engage in any discussions or negotiations concerning an Acquisition Proposal; and (ii)&nbsp;will
immediately cease and cause to be terminated any existing discussion or negotiations with any third
parties conducted heretofore with respect to any Acquisition Proposal.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.8 <U>Employee Benefits</U>. As of the Effective Time, Purchaser agrees to honor and to
cause its Subsidiaries to honor, all Employee Benefit Plans of Seller and its Subsidiaries set
forth in Seller&#146;s Disclosure Letter, which are maintained or entered into by Seller or any of its
Subsidiaries prior to the date hereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.9 <U>Reports</U>. Purchaser
shall promptly make available to Seller true and correct copies of any report, statement or schedule filed with the Commission subsequent to the date of
this Agreement.


<P align="center" style="font-size: 10pt"><B>ARTICLE X</B>



<P align="center" style="font-size: 10pt"><U><B>PROXY STATEMENT; AMERICAN STOCK EXCHANGE</B></U>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.1 Proxy Statement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;As promptly as practicable after the date of this Agreement, Purchaser shall prepare and
file with the Commission the Merger Proxy Statement. Purchaser will respond to any comments of the
Commission and will use its reasonable best efforts to have the Merger Proxy Statement cleared by
the Commission as promptly as practicable after such filing and will cause the Merger Proxy
Statement to be mailed to its stockholders at the earliest practicable time. Purchaser will notify
Seller promptly upon the receipt of any comments from the Commission or its staff and of any
request by the Commission or its staff for amendments or supplements to the Merger Proxy Statement
and will promptly furnish Seller with copies of all correspondence between Purchaser or any of its
representatives, on the one hand, and the Commission, or its staff, on the other hand, with respect
to the Merger Proxy Statement or the Merger. Purchaser will cause all documents that it is
responsible for filing with the Commission to comply in all material respects with all applicable
requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs
which is required to be set forth in an amendment or supplement to the Merger Proxy Statement,
Purchaser will promptly inform Seller


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">of such occurrence and cooperate in filing with the Commission or its staff, and/or mailing to
stockholders of Purchaser, such amendment or supplement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Purchaser shall make all filings it is required to make with respect to the Merger under
the Securities Act, the 1934 Act, applicable state blue sky laws and the rules and regulations
thereunder and the rules of the American Stock Exchange.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Seller will provide Purchaser with all necessary information concerning the Seller and its
business, including financial statements and other financial information, in the form required to
be included in the Merger Proxy Statement (including by reason of any Commission comments thereto
or subsequent requests thereon). Such information shall not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary in
order to make the statements therein not misleading. If at any time prior to the Effective Time,
any event or circumstance relating to Seller or any of its Subsidiaries, or their respective
managers, members, officers or directors, should be discovered by Seller and such information
should be set forth in the Merger Proxy Statement, Seller shall promptly inform Purchaser of such
event or circumstance. All documents that Seller is responsible for providing to Purchaser for
filing with the Commission in connection with the Merger will comply as to form and substance in
all material respects with the applicable requirements of the Securities Act and the rules and
regulations thereunder and the 1934 Act and the rules and regulations thereunder.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.2 <U>Listing</U>. Purchaser agrees to use its reasonable best efforts to continue the
listing of Purchaser Common Stock on the American Stock Exchange until the first to occur of the
Effective Time or the termination of this Agreement and to list the Merger Shares on such Exchange.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.3 <U>Stockholder Meeting</U>. Purchaser, acting through its Board of Directors, shall,
subject to and in accordance with applicable law and its certificate of incorporation and by-laws,
promptly and duly call, give notice of, convene and hold as soon as practicable a special meeting
of stockholders for the purposes described in the Merger Proxy Statement (the &#147;<U>Voting
Proposal</U>&#148;). The Board of Directors of Purchaser shall, subject to and in accordance with
applicable law and its certificate of incorporation and bylaws (i)&nbsp;recommend approval and adoption
of the Voting Proposal by the stockholders of Purchaser and include in the Merger Proxy Statement
such recommendation, (ii)&nbsp;not withdraw or modify such recommendation, and (iii)&nbsp;take all reasonable
and lawful action to solicit and obtain such approval; <U>provided</U>, <U>however</U>, that the
Board of Directors of Purchaser may withdraw or modify such recommendation if (but only if) such
Board of Directors, after consultation with its outside legal counsel determines that it is
required, in order to comply with its fiduciary duties to stockholders under applicable law, to
withdraw or modify its recommendation as to the adoption of this Agreement and the Plan of Merger
and the approval of the Merger.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.4 <U>Voting Agreement</U>. Bettinger has executed and delivered the Voting Agreement
concurrently with the signing of this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.5 <U>American Stock Exchange</U>. Buyer and Seller agree to work together in good faith
and use commercially reasonable efforts to (a)&nbsp;list the Merger Shares on the American Stock


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Exchange, subject to official notice of issuance, and (b)&nbsp;maintain the listing of Purchaser
Common Stock on the American Stock Exchange so long as the Board of Directors shall determine in
its good faith business judgment that it is in the best interests of Purchaser and its stockholders
to maintain such listing.


<P align="center" style="font-size: 10pt"><B>ARTICLE XI</B>



<P align="center" style="font-size: 10pt"><U><B>CONDITIONS PRECEDENT OF PURCHASER</B></U>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The obligations of Purchaser hereunder are subject to the conditions that, on or before the
Closing Date:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.1 <U>Representations and Warranties True at Closing</U>. The representations and
warranties of Seller contained in this Agreement or in any certificate or document delivered
pursuant to the provisions of this Agreement or in connection with the transactions contemplated
hereby shall be true and correct in all material respects on and as of the Closing Date as though
such representations and warranties were made at and as of such date.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.2 <U>Compliance with the Agreement</U>. Seller shall have performed and complied in all
material respects with all agreements and conditions required by this Agreement to be performed or
complied with by them prior to or at the Closing Date.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.3 <U>Deliveries</U>. The documents required under Article&nbsp;III shall be tendered by Seller
for delivery to Purchaser at the Closing.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.4 <U>No Proceeding or Litigation</U>. No action or proceeding shall have been commenced or
threatened by or before any Governmental Authority against Seller or Purchaser or any of their
Subsidiaries seeking to restrain or materially and adversely alter the transactions contemplated by
this Agreement which, in the reasonable good faith determination of Purchaser, is likely to render
it commercially impracticable or unlawful to consummate the transactions contemplated by this
Agreement or which could reasonably be expected to have a Material Adverse Effect on Purchaser.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.5 <U>No Material Adverse Effect</U>. No event or events shall have occurred, or be
reasonably likely to occur, which individually or in the aggregate, have, or could reasonably be
expected to have, a Material Adverse Effect on Seller.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.6 <U>Fairness Opinion, Approval</U>. The Purchaser shall have received a fairness opinion
from a recognized appraisal firm acceptable to Purchaser, confirming that the Merger is fair to the
holders of Purchaser Common Stock from a financial point of view (the &#147;Fairness Opinion&#148;). The
stockholders of Purchaser shall have approved the issuance of the Merger Shares as required by
applicable law.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.7 <U>Bettinger Employment Agreement</U>. Purchaser shall have received an executed
employment agreement from Bettinger to serve as the Vice President of Corporate Development and
Investor Relations of the resulting entity for a term of three (3)&nbsp;years following the


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">successful consummation of the Merger, in a form reasonably acceptable to both Purchaser and
Seller. Such employment agreement shall provide for an annual salary of $250,000.00.


<P align="center" style="font-size: 10pt"><B>ARTICLE XII</B>



<P align="center" style="font-size: 10pt"><U><B>CONDITIONS PRECEDENT OF SELLER </B></U>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The obligations of Seller hereunder are subject to the conditions that, on or before the
Closing Date:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.1 <U>Representations and Warranties True at Closing</U>. The representations and
warranties of Purchaser contained in this Agreement or in any certificate or document delivered
pursuant to the provisions of this Agreement or in connection with the transactions contemplated
hereby shall be true and correct in all material respects on and as of the Closing Date as though
such representations and warranties were made at and as of such date.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.2 <U>Compliance with the Agreement</U>. Purchaser and Merger Sub shall have performed and
complied in all material respects with all agreements and conditions required by this Agreement to
be performed or complied with by it or them prior to or at the Closing Date.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.3 <U>Deliveries</U>. The stock certificates and documents required under Article&nbsp;III shall
be tendered by Purchaser for delivery to Seller or the Owners, as applicable, at the Closing.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.4 <U>No Proceeding or Litigation</U>. No action or proceeding shall have been commenced or
threatened by or before any court or governmental authority against Seller or Purchaser or any of
their Subsidiaries seeking to restrain or materially and adversely alter the transactions
contemplated by this Agreement which in the reasonable good faith determination of Seller, is
likely to render it commercially impracticable or unlawful to consummate the transactions
contemplated by this Agreement or which could reasonably be expected to have a Material Adverse
Effect on Seller.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.5 <U>No Material Adverse Effect</U>. No event or events shall have occurred, or be
reasonably likely to occur, which individually or in the aggregate, have, or could reasonably be
expected to have, a Material Adverse Effect on Purchaser.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.6 <U>Fairness Opinion; Approval</U>. The Purchaser shall have received the Fairness
Opinion. The stockholders of Purchaser shall have approved the issuance of the Merger Shares as
required by applicable law.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.7 <U>Resignations.</U> Bettinger, Andrew Lockwood and Jack Phelan shall have resigned as
members of the Board of Directors of Purchaser and three or more Persons designated by Seller shall
have been elected as members of the Board of Directors of Purchaser. Each of the officers of
Purchaser and its Subsidiaries shall have resigned their positions as officers.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.8 <U>Cash</U>. Purchaser shall have cash and cash equivalents on hand of approximately
$6,000,000.00, subject to no Liens.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.9 <U>Employment Agreement</U>. Any and all Employment Agreements (written or oral)
between Bettinger and Purchaser shall have been terminated without liability on the part of
Purchaser.


<P align="center" style="font-size: 10pt"><B>ARTICLE XIII</B>



<P align="center" style="font-size: 10pt"><U><B>TERMINATION</B></U>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.1 <U>Termination</U>. This Agreement may be terminated at any time prior to the Closing
Date:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;by mutual written consent of Seller and Purchaser;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;by Seller or Purchaser if the Closing shall not have occurred by June&nbsp;30, 2005;
<U>provided, however</U>, that the right to terminate this Agreement pursuant to this Section
13.1(b) shall not be available to any party whose willful failure to perform any of its obligations
under this Agreement results in the failure of the Closing to occur on or prior to such date;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;by Purchaser upon a material breach of any representation, warranty, covenant or agreement
of Seller or if any representation or warranty of Seller shall become untrue due to events or
circumstances that cause or could reasonably be expected to result in a Material Adverse Effect on
Seller;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;by Seller, upon a material breach of any representation, warranty, covenant or agreement
of Purchaser or if any representation or warranty of Purchaser shall become untrue due to events or
circumstances that cause or could reasonably be expected to result in a Material Adverse Effect on
Purchaser;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;by Seller or Purchaser if there shall be any law or regulation enacted that makes
consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or
if any Order or decree enjoining any party hereto from consummating the transactions contemplated
by this Agreement is entered and such Order or decree shall become final and nonappealable;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;by Seller or Purchaser, if Purchaser&#146;s stockholders do not approve the Merger, the
issuance of the Merger Shares or the other transactions contemplated by the Merger Proxy Statement
and this Agreement; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;by Seller, if Seller has reasonably determined in good faith that any Purchaser Reports
filed by Purchaser with the Commission contain an untrue statement of a material fact or shall omit
to state a material fact necessary in order to make the statements therein not misleading.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.2 <U>Effect of Termination</U>. If this Agreement is terminated pursuant to Section&nbsp;13.1,
this Agreement shall become void and of no effect with no Liability on the part of any party to any
other party, except (a)&nbsp;that any covenants, agreements or provisions of this Agreement that by
their sense and context contemplated continued performance or observance by one or both parties
following termination shall survive any such termination; and (b)&nbsp;for the Termination Fee


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">or Purchaser expenses that may become payable pursuant to <U>Section&nbsp;13.4</U>; <U>provided,
however</U>, that nothing herein shall relieve any party from Liability for the willful breach of
any of its representations, warranties, covenants or agreements set forth in this Agreement, which
such breach causes a Material Adverse Effect on the other party or its Subsidiaries or the other
party or its Subsidiaries&#146; business.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.3 <U>Waiver</U>. Seller may (a)&nbsp;extend the time for the performance of any of the
obligations or other acts of Purchaser, (b)&nbsp;waive any inaccuracies in the representations and
warranties of Purchaser contained herein or in any document delivered by Purchaser pursuant hereto,
and (c)&nbsp;waive compliance with any of the agreements or conditions of Purchaser contained herein.
Purchaser may (i)&nbsp;extend the time for the performance of any of the obligations or other acts of
Seller, (ii)&nbsp;waive any inaccuracies in the representations and warranties of Seller contained
herein or in any document delivered by Seller pursuant hereto or (iii)&nbsp;waive compliance with any of
the agreements or conditions of Seller contained herein. Any such extension or waiver shall be
valid only if set forth in writing signed by the party to be bound thereby. Any waiver of any term
or condition shall not be construed as a waiver of any subsequent breach of the same term or
condition, or a waiver of any other term or condition, of this Agreement. The failure of any party
to assert any of its rights hereunder shall not constitute a waiver of any such rights.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.4 <U>Termination Fees</U>.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;In order to induce Seller to (i)&nbsp;enter into this Agreement, (ii)&nbsp;incur substantial legal,
accounting, due diligence and other expenses in connection with the proposed Merger and (iii)
forego and terminate discussions with respect to other, alternative transactions, Seller has
requested, and Purchaser has agreed to pay to Seller $500,000.00 (the &#147;<U>Termination Fee</U>&#148;)
upon the occurrence of a &#147;<U>Termination Event</U>. A &#147;<U>Termination Event</U>&#148; shall mean that
Seller has terminated this Agreement pursuant to (i)&nbsp;Section&nbsp;13.1(d), or (ii)&nbsp;Section&nbsp;13.1(f), or
(iii)&nbsp;Section&nbsp;13.1(g). Any such Termination Fee shall be paid to Seller within ten (10)&nbsp;days after
the date of the Termination Event.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;In order to induce Purchaser to (i)&nbsp;enter into this Agreement, (ii)&nbsp;incur substantial
legal, accounting, due diligence and other expenses in connection with the proposed Merger and
(iii)&nbsp;forego and terminate discussions with respect to other, alternative transactions, Seller has
agreed, in the event Purchaser terminates this Agreement pursuant to Sections&nbsp;13.1(c) that Seller
shall pay or reimburse Purchaser for all reasonable, necessary and documented fees and expenses
incurred by Purchaser in connection with the transactions contemplated by this Agreement and in
connection with the negotiation, preparation, execution, delivery and performance of this Agreement
and the other agreements and documents to be executed and/or delivered in connection herewith,
including without limitation, legal, accounting, consulting and other professional fees. Any such
expenses shall be paid to Purchaser within ten (10)&nbsp;days after presentation to Seller of
appropriate documentation.


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<P align="center" style="font-size: 10pt"><B>ARTICLE XIV</B>



<P align="center" style="font-size: 10pt"><U><B>NONSURVIVAL OF REPRESENTATIONS</B></U>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None of the representations, warranties, covenants and agreements set forth in this Agreement
or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except
for those covenants and agreements that by their terms apply or are to be performed in whole or in
part after the Effective Time.


<P align="center" style="font-size: 10pt"><B>ARTICLE XV</B>



<P align="center" style="font-size: 10pt"><U><B>MISCELLANEOUS</B></U>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.1 <U>Notices</U>. All notices, requests, demands, and other communications hereunder shall
be in writing and shall be deemed to have been duly given if delivered in person or by certified
mail, postage prepaid, by overnight delivery service or by telecopier to the respective parties at
the following addresses (or at such other address or telecopier number for a party contained in a
notice given in accordance with this Article&nbsp;XV):


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;To Seller:


<P>
<TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="1%"></TD>
    <TD width="99%"></TD>
</TR>
<TR valign="top">
    <TD nowrap>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD>c/o Lander Co., Inc.<BR>
One Palmer Square, Suite&nbsp;330<BR>
Princeton, NJ 08542<BR>
Attn: Mark I. Massad<BR>
Telecopier No.: 609-924-7250</TD>
</TR>
</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; with a copy to:


<P>
<TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="1%"></TD>
    <TD width="99%"></TD>
</TR>
<TR valign="top">
    <TD nowrap>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD>Taylor, Colicchio &#038; Silverman, LLP<BR>
99 Park Avenue, Suite&nbsp;1703<BR>
New York, NY 10016<BR>
Attn: Stephen B. Silverman, Esq.<BR>
Telecopier No.: (212)&nbsp;661-5060</TD>
</TR>
</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;To Purchaser or Merger Sub:


<P>
<TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="1%"></TD>
    <TD width="99%"></TD>
</TR>
<TR valign="top">
    <TD nowrap>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD>Cenuco, Inc.<BR>
6421 Congress Avenue, Suite&nbsp;201<BR>
Boca Raton, Florida 33487<BR>
Attn: Steven Bettinger<BR>
Telecopier No.: (561)&nbsp;994-4363</TD>
</TR>
</TABLE>


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; with a copy to:


<P>
<TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="1%"></TD>
    <TD width="99%"></TD>
</TR>
<TR valign="top">
    <TD nowrap>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD>Akerman Senterfitt<BR>
350 East Las Olas Boulevard<BR>
Suite&nbsp;1600<BR>
Fort Lauderdale, Florida 33301<BR>
Attn: David C. Ristaino, Esq.<BR>
Telecopier No.: (954)&nbsp;463-2224</TD>
</TR>
</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The delivery of all such notices, requests, demands and other communications shall be
effective upon receipt.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.2 <U>Entire Agreement; Modification</U>. This Agreement contains the entire agreement
among the parties with respect to the transactions contemplated hereby and supersedes all prior
agreements and undertakings, both written and oral, among the parties with respect to the subject
matter of this Agreement (except for the Confidentiality Agreement, which shall continue in full
force and effect in accordance with its terms after the Closing under this Agreement or if the
Closing does not take place). This Agreement may not be amended except by an instrument in writing
signed by or on behalf of the party sought to be charged with such amendment.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.3 <U>Expenses</U>. Whether or not the transactions contemplated hereby are consummated,
each of the parties shall pay its own expenses incurred in connection with the authorization,
preparation, execution and performance of this Agreement and all transactions contemplated hereby,
including, but not limited to, all fees and expenses of agents, representatives, counsel, financial
advisors and accountants.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.4 <U>Assignment</U>. This Agreement shall not be assignable by any party without the prior
written consent of the other parties.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.5 <U>No Third Party Beneficiaries</U>. This Agreement shall be binding upon and inure
solely to the benefit of the parties and their permitted assigns and nothing herein, express or
implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit
or remedy of any nature under or by reason of this Agreement or any agreement, document or other
materials delivered pursuant to or in connection with this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.6 <U>Governing Law</U>. This Agreement shall be governed and construed and enforced in
accordance with the laws of the State of New York as though executed and fully performed within the
State of New York and without regard to the conflict of laws principles applied in the State of New
York. To the fullest extent permitted by law (a)&nbsp;each party irrevocably subjects itself to the
exclusive jurisdiction of the federal and state courts located in New York County, New York, for
the purposes of any action, suit or proceeding (collectively, &#147;<U>Action</U>&#148;) arising out of this
Agreement or any transaction contemplated hereby, (b)&nbsp;each party agrees to commence any Action
relating to this Agreement or any transaction contemplated hereby exclusively in the federal or
state courts located in New York County, New York, (c)&nbsp;each party agrees that service of any
process, summons, notice or document to such party&#146;s respective address set forth in, and served in
the manner provided in Section&nbsp;15.1, shall be effective service of process for any


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Action with respect to any matters to which it has submitted to jurisdiction as set forth in
this Article, and (d)&nbsp;each party irrevocably and unconditionally waives any objection to the laying
of venue of any Action arising out of this Agreement or the transactions contemplated hereby in the
federal and state courts located in New York County, New York, and irrevocably and unconditionally
waives and agrees not to plead or claim in any such court that (i)&nbsp;it or its assets is immune from
jurisdiction of any such court or from any legal process commenced in such court, and (ii)&nbsp;the
Action in any such court is brought in an inconvenient forum, that the venue of such Action is
improper, or that this Agreement, or the subject matter hereof or thereof, may not be enforced in
or by such court.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.7 <U>Counterparts</U>. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original but all of which together shall constitute one and the same
instrument. Telecopied signatures on this Agreement shall be valid and effective for all purposes.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.8 <U>Headings</U>. The headings in this Agreement are for convenience of reference only
and shall not be deemed to alter or affect the interpretation of any provision of this Agreement.
Reference to numbered &#147;articles,&#148; &#147;sections,&#148; and &#147;paragraphs,&#148; Schedules and to lettered
&#147;Exhibits,&#148; refer to articles, sections and paragraphs of this Agreement and annexed Schedules and
Exhibits.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.9 <U>Public Announcement</U>. Purchaser and Seller will consult with each other and will
mutually agree upon any press releases or public filings or announcements pertaining to this
Agreement or the transactions contemplated hereby and shall not issue any such press releases or
make any such public filings or announcements prior to such consultation and agreement, except as
may be required by applicable law or by obligations pursuant to any listing agreement with any
national securities exchange, in which case the party proposing to issue such press release or make
such public filing or announcement shall use its reasonable best efforts to consult in good faith
with the other party before issuing any such press release or making any such public filing or
announcement.


<P align="center" style="font-size: 10pt"><B>&#091;SIGNATURES APPEAR ON THE FOLLOWING PAGE&#093;</B>



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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The parties have executed this Agreement as of the date written above.


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left"><B>PURCHASER:</B><BR>
<BR>
<BR>
CENUCO, INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Steven Bettinger
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Steven Bettinger, President and Chief&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Executive Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left"><B>MERGER SUB:</B><BR>
<BR>
<BR>
HERMES HOLDING COMPANY, INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Steven Bettinger
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Steven Bettinger,&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">President&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left"><B>SELLER:</B><BR>
<BR>
<BR>
HERMES ACQUISITION COMPANY I LLC<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Joseph A. Falsetti
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">Joseph Falsetti&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">Manager&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>


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<DESCRIPTION>PRESS RELEASE
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<P align="right" style="font-size: 10pt"><B>Exhibit&nbsp;99.1</B>



<P align="center" style="font-size: 10pt"><B>Cenuco and Lander Agree to Merge</B>



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">BOCA RATON, Fla. &#038; LAWRENCEVILLE, N.J.&#151;(BUSINESS WIRE)&#151;March&nbsp;17, 2005&#151;Cenuco, Inc. (AMEX:ICU -
NEWS) and the parent company of Lander Co., Inc., a privately-held company, today announced that
the two companies agreed to merge in an all stock transaction. Following the merger, the two
existing businesses will remain focused in their respective current markets but plan to integrate
select overhead and administrative functions to reduce operating costs.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Cenuco develops and markets wireless data applications, with a focus on live video streaming to
cellular devices across any carrier or handset platform. With strategic relationships including
Intel, Qualcomm, Microsoft, CellStar and numerous others, Cenuco provides cellular handset based
remote video monitoring products and services, to general consumers and small businesses, as well
as Federal customers. The Cenuco Wireless Data Product and Technologies group will continue to
focus on the deployment of the next generation of remote monitoring technologies, technology
licensing, additional cellular carrier rollouts, and existing as well as new private label
engagements.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Founded in 1920, Lander is a recognized leader in the manufacture and sale of value priced consumer
products available at Wal-Mart, Kmart, ShopRite, Walgreens, CVS and other leading retailers
throughout North America.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">&#147;This transaction provides excellent diversification while allowing both organizations improved
growth opportunities as a combined entity,&#148; said Lander CEO Joseph A. Falsetti. &#147;We see this merger
as a positive strategic fit for both organizations.&#148;


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Steven M. Bettinger, President of Cenuco, added, &#147;Our ultimate objective is to build value for our
stockholders. We believe that this proposed merger can contribute significantly to this process.
Our plan is for Cenuco and Lander to continue to focus on their current operations &#151; Wireless Data
Products and Technology, operating under the Cenuco name, and Consumer Products operating under the
Lander name.&#148;


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Upon consummation of the merger, Cenuco&#146;s current management team will remain as management of the
Wireless Data Products and Technology Division and the following persons will join as the principal
members of Cenuco&#146;s management team: Joseph A. Falsetti, currently Chief Executive Officer of
Lander and formerly with Unisys, will serve as President and CEO of Cenuco and Brian Geiger,
currently Chief Financial Officer of Lander and formerly with Johnson &#038; Johnson, will serve as
Chief Financial Officer of Cenuco.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Upon consummation of the merger, Cenuco will issue to the owners of Lander shares of its common
stock representing 65% of its outstanding stock after the merger. Immediately following the merger,
the owners of Lander will own 65% of the outstanding shares of Cenuco


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">common stock and existing Cenuco stockholders will own 35% of the outstanding shares. The closing
of the merger is subject to, among other things, approval of Cenuco&#146;s stockholders and is expected
to occur in June, 2005.


<P align="left" style="font-size: 10pt">About Cenuco



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Cenuco, Inc. (the &#147;Company&#148;) develops wireless and internet based software solutions for
transmitting live streaming video, and other targeted content, directly onto cellular phones and
remote computers. The Company&#146;s technology has applications in a variety of markets. The Company&#146;s
wireless data technology is primarily focused on wireless video monitoring solutions that allow
users to view real-time streaming video of security cameras or video content feeds at their home or
place of business from anywhere they receive a cellular connection, regardless of the cellular
carrier, user&#146;s location, or type of cellular phone or wireless device. The Company&#146;s products
address the fast-growing security, surveillance and Homeland Security markets, and some of its
monitoring products have been listed on the Federal General Services Administration (GSA)&nbsp;schedule.
These products have also been Windows Mobile Certified by Microsoft, have received BREW
certification from Qualcomm, and are listed in the Intel Mobility Catalog. Visit
<U>HTTP://WWW.CENUCO.COM</U> for additional information.


<P align="left" style="font-size: 10pt">About Lander



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Lander Co., Inc. and its Canadian affiliate, Lander Co. Canada Limited (&#147;Lander&#148;), manufacture,
market and distribute leading value brand (LANDER)&nbsp;health and beauty care products. Lander also
produces private label brands for a limited number of top retailers. Lander has a category
leadership position in the rapidly growing marketplace for value health and beauty care products -
sold in dollar stores and value-focused retailers such as Wal-Mart and Kmart. Visit
<U>HTTP://WWW.LANDER-HBA.COM</U> for additional information.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">The Lander brand is recognized as the largest specialty bath brand as reported in 2004 by
Information Resources, Inc. (IRI), a global provider of market content and business performance
management within consumer goods and retail industries. Lander is headquartered in Lawrenceville,
New Jersey. Lander operates two manufacturing and distribution facilities, one in Binghamton, New
York and the other in Toronto, Canada.


<P align="left" style="font-size: 10pt">About the Merger



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">In connection with the proposed merger, the Company will file a proxy statement with the Securities
and Exchange Commission. Investors and security holders are advised to read the proxy statement
when it becomes available, because it will contain important information including the financial
statements of Lander. Investors and security holders may obtain a free copy of the proxy statement
(when available) and other documents filed by the Company at the Securities and Exchange
Commission&#146;s web site at <U>HTTP://WWW.SEC.GOV</U>. The proxy statement and such other documents may also
be obtained for free from the Company by directing such request to the Company, Attention: Steven
Bettinger, Chief Executive Officer and President, Cenuco, Inc., 6421 Congress Avenue, Suite&nbsp;201,
Boca Raton, FL 33487, Telephone: 561-997-2602.


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">The Company and its directors, executive officers and other members of its management and employees
may be deemed to be participants in the solicitation of proxies from its stockholders in connection
with the proposed acquisition. Information concerning the interests of Company&#146;s participants in
the solicitation is set forth in the Company&#146;s proxy statements and Annual Reports on Form 10-KSB,
previously filed with the Securities and Exchange Commission, and in the proxy statement relating
to the merger when it becomes available.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Certain statements contained herein may constitute forward-looking statements within the meaning of
Section&nbsp;27A of the Securities Act of 1933, Section&nbsp;21E of the Securities Exchange Act of 1934
and/or the Private Securities Litigation Reform Act of 1995. Such statements inherently involve
risks and uncertainties that could cause actual results to differ materially from the
forward-looking statements. Factors that would cause or contribute to such differences include, but
are not limited to, the Company&#146;s inability to close the merger with Lander, the Company&#146;s
inability to obtain the anticipated benefits of the Lander merger, the Company&#146;s inability to
increase sales to current customers and to expand its customer base, the merged company&#146;s inability
to consummate acquisitions or pursue growth opportunities, and other risks detailed in the
Company&#146;s Securities and Exchange Commission filings, including the Company&#146;s report on Form
10-KSB. Although the Company believes the statements contained herein to be accurate as of the date
they were made, it can give no assurance that such expectations will prove to be correct. The
Company undertakes no obligation to update these forward-looking statements.


<P align="left" style="font-size: 10pt"><HR size="1" noshade width="26%" align="left" color="#000000">



<DIV align="left" style="font-size: 10pt"><I>Contact:</I><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cenuco, Inc., Boca Raton<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Jordan Serlin, 561-997-2602</DIV>



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