SECTION THREE.

CONVERSION OF SHARES

The manner of converting outstanding shares of the capital stock of each of the constituent corporations into the shares or other securities of the surviving corporation shall be as follows:

(a). Each share of common stock of the surviving corporation, which shall be issued and outstanding on the effective date of this agreement, shall be cancelled.

(b). Each share of common stock of the merged corporation which shall be outstanding on the effective date of this agreement, and all rights in respect thereof shall forthwith be changed and converted into stock of the surviving corporation in the following manner:

(1). _________ shall be issued _________ shares of the preferred stock of the surviving corporation for each of _________[his or her] _________ shares of the merged corporation, or a total of _________ of the preferred stock.

(2). _________ shall be issued _________ shares of the preferred stock of the surviving corporation for each of _________[his or her] _________ shares of the merged corporation, or a total of _________ of the preferred stock.

(3). _________ and _________ shall be issued _________ shares of the common stock of the surviving corporation for each of their _________ shares of the merged corporation, or a total of _________ each of the common stock.

(c). After the effective date of this agreement each holder of an outstanding certificate representing shares of common stock of the merged corporation shall surrender the same to the surviving corporation and each such holder shall be entitled on such surrender to receive the number of shares of stock of the surviving corporation on the basis provided herein. Until so surrendered the outstanding shares of the stock of the merged corporation to be converted into the stock of the surviving corporation as provided herein, may be treated by the surviving corporation for all corporate purposes as evidencing the ownership of shares of the surviving corporation as though the surrender and exchange had taken place.

SECTION FOUR.

TERMS AND CONDITIONS OF MERGER

The terms and conditions of the merger are as follows:

(a). The bylaws of the surviving corporation as they shall exist on the effective day of this agreement shall be and remain the bylaws of the surviving corporation until the same shall be altered, amended and repealed as therein provided.

(b). The directors and officers of the surviving corporation shall continue in office until the next annual meeting of stockholders and until their successors shall have been elected and qualified.

(c). This merger shall become effective on filing with the Secretary of State of the State of _________. However, for all accounting purposes the effective day of the merger shall be as of the close of business on _________[date].

(d). On the merger becoming effective, all the property, rights, privileges, franchises, patents, trademarks, licenses, registrations and other assets of every kind and description of the merged corporation shall be transferred to, vested in and devolve on the surviving corporation without further act or deed and all property, rights, and every

other interest of the surviving corporation and the merged corporation shall be as effectively the property of the surviving corporation as they were of the surviving corporation and the merged corporation respectively. The merged corporation agrees from time to time, as and when requested by the surviving corporation or by its successors or assigns, to execute and deliver or cause to be executed and delivered all such deeds and instruments and to take or cause to be taken such further or other action as the surviving corporation may deem necessary or desirable in order to vest in and confirm to the surviving corporation title to and possession of any property of the merged corporation acquired or to be acquired by reason of or as a result of the merger herein provided for and otherwise to carry out the intent and purposes hereof and the proper officers and directors of the merged corporation and the proper officers and directors of the surviving corporation are fully authorized in the name of the merged corporation or otherwise to take any and all such action.

(e). All corporate acts, plans, policies, contracts, approvals and authorizations of the merged corporation, its shareholders, board of directors, committees elected or appointed by the board of directors, officers and agents, which were valid and effective immediately prior to the effective day of the merger shall be taken for all purposes as the acts, plans, policies, contracts, approvals and authorizations of the surviving corporation and shall be as effective and binding thereon as the same were with respect to the merged corporation. The employees of the merged corporation shall become the employees of the surviving corporation and continue to be entitled to the same rights and benefits which they enjoyed as employees of the merged corporation. Any employee plan or agreement of the merged corporation shall be adopted, effective and binding on the surviving corporation as the same were with respect to the merged corporation.

(f). The surviving corporation (i) agrees that it may be served with process in the State of _________ in any proceeding for the enforcement of any obligation of the merged corporation and in any proceeding for the enforcement of the rights of a dissenting shareholder of the merged corporation; (ii) irrevocably appoint the Secretary of State of the State of _________ as its agent to accept service or process in any such proceedings; and (iii) agrees that it will promptly pay to dissenting shareholders of the merged corporation the amount, if any, to which they shall be entitled pursuant to the laws of the State of _________.

SECTION FIVE.

TERMINATION OR ABANDONMENT

Anything herein or elsewhere to the contrary notwithstanding, this agreement may be terminated and abandoned by the board of directors of any constituent corporation at any time prior to the date of filing the agreement with the Secretary of State.

The parties have executed this agreement in _________[triplicate] at _________[designate place of execution] the day and year first above written.

[Signatures]