AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger ("AGREEMENT"), is made and entered into this 9th day of March 2006,
by and among GROWTH MERGERS, INC., a Nevada corporation ("GROWTH"), having its principal offices
at 2533 North Carson Street, Carson City, Nevada 89706; GROWTH ACQUISITION CORP., a Washington
corporation ("MERGERCO"); NEAH POWER SYSTEMS, INC., a Washington corporation ("NEAH"); and
SUMMIT TRADING LIMITED, a BVI corporation, and SPECIAL INVESTMENTS ACQUISITIONS
ASSOCIATES LLC, a Delaware limited liability company (collectively, the "GROWTH PRINCIPAL
STOCKHOLDERS"). GROWTH, MERGERCO, NEAH and the GROWTH PRINCIPAL
STOCKHOLDERS are hereinafter sometimes collectively referred to as the "PARTIES."
A. GROWTH desires to acquire all of the issued and outstanding capital stock of NEAH, through the merger of
MERGERCO with and into NEAH (the "MERGER"), with NEAH as the surviving corporation of the Merger.
B. It is the intention of the parties hereto that: (i) the Merger shall qualify as a tax free reorganization under
Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended, and related sections thereunder; and
the parties intend this Agreement to qualify as a "plan of reorganization" within the meaning of Treasury Regulation
Sections 1.368-2(g) and 1.368-3(a), and (ii) the Merger shall qualify as a transaction in securities exempt from
registration or qualification under the Securities Act of 1933, as amended, and under the applicable securities
laws of each state or jurisdiction where the NEAH Security Holders reside.
C. The board of directors of each of GROWTH, MERGERCO and NEAH and the GROWTH PRINCIPAL
STOCKHOLDERS each deem it to be in the best interests of GROWTH and NEAH and their respective
shareholders to consummate the Merger, as a result of which GROWTH shall acquire all of the issued and
outstanding capital stock of NEAH.
D. On the "EFFECTIVE TIME" of the Merger, GROWTH or its affiliates shall provide the sum of Five