Conversion Solutions Holdings (fka CSHD)

[skipdeez]

MERGER AGREEMENT

THIS MERGER AGREEMENT (this "Agreement"), dated as of the 8th day of July, 2006, is by and among:

FRONTHAUL GROUP INC., a Delaware corporation (the "Buyer"); and

Conversion Solutions, Inc., a Delaware corporation and a holding company (the "Company").

BACKGROUND STATEMENT

The Buyer and the Company desire to effect a merger pursuant to which the Company will merge into the Buyer, with the Buyer being the surviving corporation (the "Merger"). In consideration of the Merger, the shareholders of the Company will receive shares of common stock of the Buyer. It is intended that the Merger qualifies as a tax-free reorganization under Section 368 of the Internal Revenue Code of 1986, as amended.