AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER between SCOVEL CORPORATION, a Delaware corporation
("Scovel"), and NEW MILLENNIUM MEDIA INTERNATIONAL, INC., a Colorado corporation ("New
Millennium"), Scovel and New Millennium being sometimes referred to herein as the "Constituent Corporations."
WHEREAS, the board of directors of each Constituent Corporation deems it advisable that the Constituent
Corporations merge into a single corporation in a transaction intended to qualify as a reorganization within the
Section 368 (a)(1)(A) of the Internal Revenue Code of 1986, as amended ("the Merger");
NOW, THEREFORE, in consideration of the premises and the respective mutual covenants, representations and
warranties herein contained, the parties agree as follows:
1. SURVIVING CORPORATION. Scovel shall be merged with and into New Millennium, which shall be the
surviving corporation in accordance with the applicable laws of its state of incorporation.
2. MERGER DATE. The Merger shall become effective (the" Merger Date") upon the completion of:
2.1. Adoption of this agreement by Scovel pursuant to the General Corporation Law of Delaware and by New
Millennium pursuant to Colorado Revised Statutes and the Colorado General Corporation Law.
2.2. Execution and filing by New Millennium of Articles of Merger with the Department of State of the State of
Colorado in accordance with the Colorado Revised Statutes.
2.3. Execution and filing by Scovel of a Certificate of Merger with the Secretary of State of the State of
Delaware in accordance with the General Corporation Law of Delaware.
3. TIME OF FILINGS. The Articles of Merger shall be filed with the Department of State of the State of
Colorado and the Certificate of Merger shall be filed with the Secretary of State of Delaware upon the approval,
as required by law, of this agreement by the Constituent Corporations and the fulfillment or waiver of the terms
and conditions herein. These filings will be completed within two weeks fro