AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER dated February 13, 2001 (the "Agreement"), by and among U.S.
PAWN, INC. ("U.S. Pawn"), a Colorado corporation, and U.S. HOME SYSTEMS, INC. ("Newco"), a
Delaware corporation and wholly owned subsidiary of U.S. Pawn.
A. The respective Boards of Directors of U.S. Pawn and Newco have determined that a merger of U.S. Pawn
into Newco (the "Merger") is desirable and in the best interests of the stockholders of the respective companies
and have, by resolutions duly adopted, approved and adopted this Agreement. This Agreement and the Merger
have been approved by the sole stockholder of Newco by written consent pursuant to Section 228 of the
General Corporation Law of the State of Delaware the ("DGCL") and the Board of Directors of U.S. Pawn has
directed that this Agreement and the Merger be submitted to a vote of the stockholders of U.S. Pawn.
B. For the purpose of prescribing the terms and conditions of the Merger, the mode of carrying the same into
effect, the manner and basis of exchanging or adjusting the shares of the constituent corporations, the method of
determining the effective date of the Merger, and such other details and provisions as are deemed necessary or
desirable, U.S. Pawn and Newco agree, on the terms and subject to the conditions set forth in this Agreement, as
I. The Merger
Section 1.1 In accordance with the provisions of the DGCL and the Colorado Business Corporation Act (the
"CBCA"), and as of the Effective Time (as defined in Article II), U.S. Pawn shall be merged into Newco, and
Newco shall be, and is referred to in this Agreement as, the Surviving Corporation, unless and until changed in
accordance with the DGCL. The corporate existence of Newco, with all its purposes, powers and objects, shall
continue unaffected and unimpaired by the Merger.
Section 1.2 As of the Effective Time, the separate corporate existence of U.S. Pawn shall cease, and Newco, as
the Surviving Corporatio