Agreement and Plan of Reorganization

among

THE SHAREHOLDERS

appearing on the signature page hereto

and the

SHAREHOLDER REPRESENTATIVE

appearing on the signature page hereto

Dated as of

This AGREEMENT AND PLAN OF REORGANIZATION dated as of among ("PARENT"), a Delaware corporation, ("MERGER SUB"), a Minnesota corporation and a wholly owned subsidiary of Parent, ("CAMWORKS"), a Minnesota corporation, the shareholders of Camworks (the "SHAREHOLDERS") appearing on the signature pages hereto and the shareholder representative (the "SHAREHOLDER REPRESENTATIVE") appearing on the signature pages hereto.

RECITALS

A. Upon the terms and subject to the conditions of this Agreement and in accordance with the Minnesota Business Corporation Act (the "MBCA"), Parent and Camworks will enter into a business combination transaction pursuant to which Camworks will merge with and into Merger Sub.

B. Parent, Camworks, Merger Sub and the Shareholders desire to make certain representations and warranties and other agreements in connection with the Merger.

C. The parties intend, by executing this Agreement, to adopt a plan of reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "CODE").

ARTICLE I

THE MERGER

SECTION 1.1 THE MERGER. At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the MBCA, Camworks shall be merged (the "MERGER") with and into Merger Sub, the separate corporate existence of Camworks shall cease and Merger Sub shall continue as the surviving corporation (sometimes referred to herein as the "SURVIVING CORPORATION").

SECTION 1.2 EFFECTIVE TIME; CLOSING. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing articles of merger ("ARTICLES OF MERGER") with the Minnesota Secretary of State in accordance with the relevant provisions of the MBCA (the time of filing with the Secretary of State of the State of Minnesota (or such later time as may be agreed in writing between Parent and Camworks) being the "EFFECTIVE TIME") as soon as practicable following the Closing Date.

SECTION 1.3 EFFECT OF THE MERGER. At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges, powers and franchises of Camworks and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Camworks and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

SECTION 1.4 CERTIFICATE OF INCORPORATION; BYLAWS.

(a) The Articles of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be at the Effective Time, the Articles of Incorporation of the Surviving Corporation until thereafter amended.

(b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

SECTION 1.5 DIRECTORS AND OFFICERS. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, to serve until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, to serve until their successors are duly elected or appointed or qualified.

SECTION 1.6 EFFECT ON CAPITAL STOCK.

(a) CAMWORKS COMMON STOCK. Each share of Camworks Common Stock issued and outstanding immediately prior to the Effective Time (other than any Shares to be canceled pursuant to Section 1.6(f)) shall be converted into the right to receive the applicable number of shares of Parent Common Stock. .

(b) AVERAGE PARENT STOCK PRICE.

(c) CEILING RATIO.

(d) FLOOR RATIO.

(e) FULLY DILUTED CAMWORKS SHARES OUTSTANDING.

SECTION 1.7 DELIVERY OF PARENT SHARES. Within three business days after the Effective Time, Parent shall deliver to the Shareholders a certificate representing the number of shares of Parent Common Stock deliverable to each Shareholder calculated in accordance with Section 1.6, less the number of shares of Parent Common Stock to be deposited into escrow pursuant to Section 1.8.

SECTION 1.8 ESCROWED SHARES. Within 14 days of the Closing Date, Parent, on behalf of the Shareholders, shall deposit into escrow 10% of the shares of Parent Common Stock to be issued pursuant to Section 1.6.

SECTION 1.9 NO FRACTIONAL SHARES. No certificates or scrip representing fractional shares of Parent Common Stock shall be issued in exchange for Camworks Common Stock.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

SECTION 2.1 SHARE OWNERSHIP. is the record and beneficial owner of the number of Shares set forth opposite such Shareholder's name on Schedule A.

SECTION 2.2 LEGAL POWER; ORGANIZATION; QUALIFICATION OF SHAREHOLDERS. The Shareholder is competent and has all requisite power and authority to execute and deliver this Agreement.

SECTION 2.3 BINDING AGREEMENT. This Agreement has been duly executed and delivered by the Shareholder.

SECTION 2.4 NO SHAREHOLDER CONFLICT OR DEFAULT. No conflict or default exists.

SECTION 2.5 OWNERSHIP AND POSSESSION OF SHARES. The shares of Camworks Common Stock owned by the Shareholders are held free and clear of all Liens.

SECTION 2.6 DISSENTER'S RIGHTS. Waiver of dissenter's rights acknowledged.

SECTION 2.8 ACCOUNTING MATTERS. Pooling of interests representations true and correct.

SECTION 2.9 INVESTMENT REPRESENTATIONS.

SECTION 2.10 RESTRICTIONS ON TRANSFER.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF CAMWORKS

SECTION 3.1 ORGANIZATION OF CAMWORKS. Camworks is a corporation duly organized and in good standing under the laws of Minnesota.

SECTION 3.2 CAMWORKS CAPITAL STRUCTURE. Authorized shares: issued and outstanding:

SECTION 3.4 AUTHORITY. Authority confirmed.

SECTION 3.5 CAMWORKS FINANCIAL STATEMENTS.

SECTION 3.6 ABSENCE OF CERTAIN CHANGES OR EVENTS.

SECTION 3.7 TAXES.

SECTION 3.10 INTELLECTUAL PROPERTY.

SECTION 3.14 EMPLOYEE BENEFITS.

SECTION 3.15 EMPLOYMENT MATTERS.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

SECTION 4.1 ORGANIZATION OF PARENT. Parent and Merger Sub are duly organized and in good standing.

SECTION 4.2 CAPITAL STRUCTURE.

SECTION 4.3 AUTHORITY. Authority and execution confirmed.

SECTION 4.4 SEC FILINGS; PARENT FINANCIAL STATEMENTS.

ARTICLE V

CONDUCT OF BUSINESS PENDING THE MERGER

SECTION 5.1 CONDUCT OF BUSINESS BY CAMWORKS PENDING THE MERGER.

SECTION 5.2 CONDUCT OF BUSINESS BY PARENT AND CAMWORKS PENDING THE MERGER. No action will prevent pooling treatment.

ARTICLE VI

ADDITIONAL AGREEMENTS

SECTION 6.1 SHAREHOLDER'S ACTION. Shareholders approve by unanimous written consent.

SECTION 6.3 ACCESS TO INFORMATION; CONFIDENTIALITY.

SECTION 6.4 NO SOLICITATION OF COMPETING TRANSACTIONS.

SECTION 6.6 REGISTRATION RIGHTS. Registration rights agreement acknowledged.

SECTION 6.7 FEES AND EXPENSES.

ARTICLE VII

CLOSING

SECTION 7.1 CONDITIONS TO THE OBLIGATIONS OF EACH PARTY.

SECTION 7.2 CONDITIONS TO THE OBLIGATIONS OF PARENT AND MERGER SUB.

SECTION 7.3 CONDITIONS TO THE OBLIGATIONS OF CAMWORKS.

ARTICLE VIII

TERMINATION AND AMENDMENT

SECTION 8.1 TERMINATION.

SECTION 8.2 EFFECT OF TERMINATION.

ARTICLE IX

INDEMNIFICATION AND ESCROW

SECTION 9.1 INDEMNIFICATION BY CAMWORKS' SHAREHOLDERS.

SECTION 9.2 INDEMNIFICATION BY PARENT.

SECTION 9.8 THE SHAREHOLDER REPRESENTATIVE.

ARTICLE X

DISPUTE RESOLUTION

SECTION 10.1 INITIAL MEETING.

SECTION 10.2 MEDIATION.

SECTION 10.3 BINDING ARBITRATION.

ARTICLE XI

GENERAL PROVISIONS

SECTION 11.2 NOTICES.