AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated as of February 28, 1999 (the "Merger Agreement") by and
between WattMonitor, Inc., a Texas corporation ("WattMonitor"), and Healthbridge, Inc., a Delaware
corporation ("Healthbridge"). WattMonitor and Healthbridge are hereinafter sometimes collectively referred to as
the "Constituent Corporations."
WHEREAS, the Board of Directors of each of WattMonitor and Healthbridge approved the merger of
Healthbridge with and into WattMonitor, with WattMonitor being the surviving corporation (the "Merger")
pursuant to the terms and subject to the conditions of this Merger Agreement whereby (i) each of the issued and
outstanding shares of common stock, $.001 par value per share, of Healthbridge will be converted into the right
to receive the Merger Consideration set forth in Section 5 hereof, and (ii) WattMonitor will be the Surviving
WHEREAS, for federal income tax purposes, it is intended that the Merger shall qualify as a statutory merger
under the provisions of Section 368(a)(1)(A) of the Internal Revenue Code, as amended (the "Code").
NOW THEREFORE, the parties agree as follows:
Section 1. The Merger. Upon the terms and subject to the conditions hereof, at the Effective Time (as hereinafter
defined), HealthBridge shall be merged with and into WattMonitor in accordance with Section 5.01 of the Texas
Business Corporation Act and the separate existence of Healthbridge shall thereupon cease, and WattMonitor,
as the surviving corporation in the Merger (the "Surviving Corporation"), shall continue its existence under the
laws of the State of Texas under the name "Healthbridge, Inc."
Section 2. Articles of Incorporation. The Articles of Incorporation of WattMonitor, a copy of which is attached
hereto as Exhibit A, as amended in connection with the Merger, shall be the Articles of Incorporation of the
Surviving Corporation, until such Articles of Incorporation are further changed or amended as pr