AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of the ____
day of April, 2005, by and among Cycle Country Accessories Corp., a Nevada corporation (the "Purchaser"),
its wholly owned Cycle Country Accessories Corporation, an Iowa corporation ("Subsidiary Corp."), Simonsen
Iron Works, Inc., an Iowa corporation ("Simonsen"), and Simonsen's stockholders listed on the signature page
attached hereto (the "Stockholders").
RECITALS
A. The boards of directors of Purchaser, Subsidiary Corp., and Simonsen have each determined that the
transactions described in this agreement are in their and their shareholders' respective best interests and,
accordingly, have agreed to effect the merger provided for in this agreement upon the terms and subject to the
conditions set forth in this agreement; and
B. This agreement provides for the merger (the "Merger") of Simonsen with and into Subsidiary Corp. so that
Subsidiary Corp. will be the surviving entity, and for the Stockholders to receive cash and shares of common
stock of Purchaser in exchange for their shares of capital stock of Simonsen, and that, as a result, the
Stockholders shall become stockholders of Purchaser, and Subsidiary Corp. shall continue to conduct the
business and operations formally conducted by Simonsen as a wholly- owned subsidiary of Purchaser; and
C. Purchaser, Subsidiary Corp., Simonsen and the Stockholders desire to make certain representations,
warranties and agreements in connection with the Merger; and
D. The parties intend that the Merger shall qualify as a reorganization within the meaning of Section 368(a)(2)(D)
of the Internal Revenue Code of 1986, as amended (the "Code"). NOW THEREFORE, in consideration of the
mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:
SECTION 1. DEFINITIONS
"Applicable Law" or "A