EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER This Merger Agreement (the "Agreement"), entered into as of August 15, 2005 by and between USG&E, Inc., a Delaware Corporation ("Newco"), USG&E Well Production, LLC, a Delaware limited liability corporation...Agreement and Plan of Merger • August 15th, 2005 • USG&E, Inc. • Delaware
Contract Type FiledAugust 15th, 2005 Company Jurisdiction
ANDAssignment Agreement • August 15th, 2005 • USG&E, Inc.
Contract Type FiledAugust 15th, 2005 Company
BY AND BETWEEN THOMAS CHAMBERLAIN AS LENDER AND U.S. GAS & ELECTRIC, INC. AS BORROWERLoan and Security Agreement • August 15th, 2005 • USG&E, Inc. • Florida
Contract Type FiledAugust 15th, 2005 Company Jurisdiction
RECITALS:Employment Agreement • August 15th, 2005 • USG&E, Inc. • Florida
Contract Type FiledAugust 15th, 2005 Company Jurisdiction
SECOND ADDENDUM TO NATURAL GAS SALES AGREEMENT BY AND BETWEEN BIG APPLE ENERGY LLC AS SELLER AND U.S. GAS & ELECTRIC, INC. AS BUYERGas Sales Agreement • August 15th, 2005 • USG&E, Inc.
Contract Type FiledAugust 15th, 2005 Company
RECITALS:Employment Agreement • August 15th, 2005 • USG&E, Inc. • Florida
Contract Type FiledAugust 15th, 2005 Company Jurisdiction
U.S. Gas & Electric, Inc. 290 NW 165th Street, PH5 N. Miami Beach, Florida 33165USG&E, Inc. • August 15th, 2005
Company FiledAugust 15th, 2005
AGREEMENTAgreement • August 15th, 2005 • USG&E, Inc.
Contract Type FiledAugust 15th, 2005 Company
FIRST ADDENDUM TO NATURAL GAS SALES AGREEMENT BY AND BETWEEN BIG APPLE ENERGY LLC AS SELLER AND U.S. GAS & ELECTRIC, INC. AS BUYERGas Sales Agreement • August 15th, 2005 • USG&E, Inc. • New York
Contract Type FiledAugust 15th, 2005 Company Jurisdiction
Exhibit 10.2 CONTINUING GUARANTYUSG&E, Inc. • August 15th, 2005 • New York
Company FiledAugust 15th, 2005 Jurisdiction
RECITALSSeparation, Consulting and Release Agreement • August 15th, 2005 • USG&E, Inc. • Florida
Contract Type FiledAugust 15th, 2005 Company Jurisdiction
EXHIBIT 10.8 MASTER FACTORING AGREEMENT THIS MASTER FACTORING AGREEMENT (this "AGREEMENT") is made and entered into as of the 22nd day of September, 2004, by and between U.S. GAS & ELECTRIC, INC, a corporation organized and existing under the laws of...Master Factoring Agreement • August 15th, 2005 • USG&E, Inc. • Utah
Contract Type FiledAugust 15th, 2005 Company Jurisdiction
EXHIBIT 10.1 NATURAL GAS SALES AGREEMENT BY THIS NATURAL GAS SALES AGREEMENT ("AGREEMENT"), ENTERED INTO AS OF FEBRUARY 25TH, 2003, BIG APPLE ENERGY, LLC, A NEVADA CORPORATION ("SELLER"), AND U.S. GAS & ELECTRIC, INC., A DELAWARE CORPORATION ("BUYER")...Natural Gas Sales Agreement • August 15th, 2005 • USG&E, Inc. • New York
Contract Type FiledAugust 15th, 2005 Company Jurisdiction
ANDAssignment Agreement • August 15th, 2005 • USG&E, Inc. • New York
Contract Type FiledAugust 15th, 2005 Company Jurisdiction