Agreement Merger Form

Agreement and Plan of Merger and Reorganization

This Agreement and Plan of Merger and Reorganization (the "Agreement") is entered into as of the day of , by and among:

, a New York corporation ("BOL") and wholly owned subsidiary of , a Delaware corporation (the "Parent");

the Parent;

, a New York corporation (the "Company"); and

, the owners of all the issued and outstanding stock of the Company (collectively the "Stockholders").

Introduction

BOL and the Company intend to effect a merger of the Company with and into BOL in accordance with this Agreement and the New York Business Corporation Law (the "Merger"). Upon consummation of the Merger, the Company will cease to exist, and BOL will continue to exist as the surviving corporation of the Merger. It is intended that the Merger qualify as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code") and that this Agreement constitute a plan of reorganization for such purposes.

This Agreement has been adopted and approved by the respective boards of directors of BOL and the Company, and the shareholder of BOL and the Stockholders have each unanimously approved this Agreement by written consent.

Agreement

NOW, THEREFORE, in consideration of the mutual and dependent promises and the representations and warranties hereinafter contained, the parties hereto agree as follows:

Section 1. Description of the Merger Transaction

1.1 Merger of the Company into BOL. Upon the terms and subject to the conditions set forth in this Agreement, at the (as defined in Section 1.2), the Company shall be merged with and into BOL, and the separate existence of the Company shall cease.

1.2 Effective Time. The effective time of the Merger (the "Effective Time") shall occur at the time a properly executed Certificate of Merger for the merger of the Company into BOL has been delivered and accepted for filing by the Secretary of State New York.

1.5 Merger Consideration; Conversion of Shares. As of the Effective Time, all of the shares of capital stock of the Company ("Company Stock") shall be automatically converted to, in the aggregate, shares of common stock of the Parent and cash, as follows:

(i) in U.S. currency delivered by check, wire transfer or other immediately available funds, and

(ii) in unregistered shares of the Parent Stock valued at per share.

1.7 Closing. The closing of the Merger (the "Closing") shall occur on the after satisfaction or waiver of all of the conditions set forth in Section 6 hereof at the offices of , at on .

Section 2. Post Closing Adjustments

2.1 Post-Closing Adjustment Based on Cash on Hand and Accounts Payable. The Company shall maintain a minimum of of cash on hand at the Closing Date in excess of the Company's outstanding payables and liabilities.

2.2 Post-Closing Adjustment for First Six Months of 2000 Revenues and EBITDA. Any adjustment described in this section shall be based on an income statement prepared by BOL's accountants on or about .

Section 3. Representations and Warranties of the Company and the Stockholders

3.2 Organization and Qualification of the Company.

The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of with full corporate power and authority to own or lease the Company's properties and to conduct the Company's business.

3.7 Financial Statements; Undisclosed Liabilities.

The Company has delivered to the Parent the following financial statements, copies of which are attached hereto as Schedule 3.7.

3.8 Taxes.

3.15 Contracts.

3.16 Litigation.

3.23 Employee Benefit Programs.

3.24 Environmental Matters.

Section 4. Covenants of the Company and the Stockholders

4.4 Action by Written Consent of Stockholders. The Stockholders hereby agree to vote all shares of capital stock of the Company held of record by them in favor of the Merger.

I agree to vote in favor of the Merger and related transactions.

Section 5. Representations and Warranties of BOL and the Parent

Each of the Parent and BOL are corporations duly organized, validly existing and in good standing under the laws of its respective state of incorporation.

Parent and BOL authority acknowledged.

Section 6. Conditions Precedent to the Obligations of BOL

6.12 Employment Agreement. Each of the Stockholders shall have executed and delivered individual employment agreements with BOL.

Section 8. Parent Stock - Transfer Restrictions

8.1 Lock-Up. For a period of one (1) year after the Closing Date with respect to 100% of such stock, and two (2) years after the Closing Date with respect to 50% of such stock, the Stockholders will not offer, pledge, sell, assign or otherwise transfer any of the Parent Stock.

I acknowledge the stock transfer restrictions and lock-up provisions.

Section 10. Non-Competition

For a period of three (3) years from and after the Closing Date, each of the Stockholders shall not directly or indirectly engage in a Competitive Position in the Restricted Territory.

I acknowledge the non-competition restrictions.

Section 11. Nondisclosure of Confidential Information

Section 12. Indemnification

Section 13. Miscellaneous

This Agreement shall be governed by the internal laws of the State of New York. Notices shall be sent to the following addresses:

Signature Section