0000950134-04-003780 Sample Contracts

AGREEMENT AND PLAN OF MERGER Dated as of March 16, 2004 between NTERA HOLDINGS, INC. and WORLDQUEST NETWORKS, INC.

Agreement and Plan of Merger • March 19th, 2004 • Worldquest Networks Inc • Services-business services, nec • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  March 19th, 2004
• Company
  Worldquest Networks Inc
• Industry
  Services-business services, nec
• Jurisdiction
  Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 16, 2004, between WorldQuest Networks, Inc., a Delaware corporation (“WorldQuest”), Ntera Holdings, Inc., a Delaware Corporation (“Ntera”), and Engin Yesil (the "Principal Shareholder”).

VOTING AGREEMENT AND IRREVOCABLE PROXY

Voting Agreement and Irrevocable Proxy • March 19th, 2004 • Worldquest Networks Inc • Services-business services, nec • Delaware

• Contract Type
  Voting Agreement and Irrevocable Proxy
• Filed
  March 19th, 2004
• Company
  Worldquest Networks Inc
• Industry
  Services-business services, nec
• Jurisdiction
  Delaware

THIS VOTING AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”), dated as of March 16, 2004, between Eagle Venture Capital, LLC the (the “Shareholder”) and Ntera Holdings, Inc, a Delaware corporation (“Purchaser”).