AGREEMENT AND PLAN OF MERGER BY AND AMONG FIIC, INC., A DELAWARE CORPORATION, ON THE ONE HAND AND NICKLEBYS.COM, INC. A COLORADO CORPORATION, NICKLEBYS ACQUISITION CORP., A NEVADA CORPORATION, SCOTT THORNOCK, AN INDIVIDUAL, BRUCE CAPRA, AN INDIVIDUAL,...

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                    THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is dated as of July 19, 2005, by and among FIIC, Inc., a Delaware corporation (“FIIC”), on the one hand, and ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a publicly traded Colorado corporation (“NBYS”), Nicklebys Acquisition Corp., a Nevada corporation and wholly owned subsidiary of NBYS (“Merger Sub”), ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, an individual stockholder of NBYS (“▇▇▇▇▇▇▇▇”), ▇▇▇▇▇ ▇▇▇▇▇, an individual stockholder of NBYS (“▇▇▇▇▇”), ▇▇▇▇ ▇▇▇▇▇▇, an individual stockholder of NBYS (“▇▇▇▇▇▇”), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, an individual stockholder of NBYS (“▇▇▇▇▇▇”) and ▇▇▇▇▇ ▇▇▇▇▇▇, an individual stockholder of NBYS (“▇▇▇▇▇▇,” and with Thornock, Capra, ▇▇▇▇▇▇ and ▇▇▇▇▇▇, the “NBYS Stockholders”), on the other hand.

RECITALS

                    Each of the assumed FIIC Warrants and FIIC Options will continue to have, and be subject to, the same terms and conditions of such FIIC Warrants or FIIC Options held

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immediately prior to the Effective Time (including, without limitation, any repurchase rights, vesting provisions and provisions regarding the acceleration of vesting on certain transactions).

                    1.5          Fractional Shares.  Fractional shares of NBYS Common Stock shall not be issued in connection with the Merger Shares, but any fractional shares shall be rounded to the nearest whole share.  No cash shall be issued in lieu of any fractional shares.

                    1.6          Stock Certificates.

                   (a)          Upon surrender to NBYS of the certificates representing the FIIC Common Stock, FIIC Warrants or FIIC Options (collectively, the “FIIC Certificates”), the holders of such FIIC Certificates shall each be entitled to receive in exchange therefor one or more certificates representing the number of shares of NBYS Common Stock, NBYS Warrants or NBYS Options, respectively, to which such holder is entitled pursuant to the provisions of Section 1.4 hereof.

                   (b)          Each FIIC Certificate converted into NBYS Common Stock, NBYS Warrants or NBYS Options, respectively, shall by virtue of the Merger, and without any action on the part of the holder thereof, cease to be outstanding, be cancelled and retired and cease to exist. Until surrendered as contemplated by this Section 1.6, each holder of FIIC Common Stock, FIIC Warrants or FIIC Options, respectively, shall thereafter cease to possess any rights with respect to such shares, except the right to receive upon such surrender the number of shares of NBYS Common Stock, NBYS Warrants or NBYS Options, respectively, as provided by Section 1.4 hereof.

                   (c)          All shares of NBYS Common Stock, NBYS Warrants or NBYS Options, respectively, delivered to the FIIC stockholders in respect of the FIIC Common Stock, FIIC Warrants or FIIC Options, respectively, in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to such shares of FIIC Common Stock, FIIC Warrants or FIIC Options, respectively.  If, after the Effective Time, FIIC Certificates are presented for any reason, they shall be cancelled and exchanged as provided in this Section 1.6.

                   (d)          The shares of NBYS Common Stock, NBYS Warrants, and NBYS Options issued pursuant to this Agreement will be subject to a stop transfer order on the transfer books of NBYS with respect to those instruments, and certificates and documents evidencing those instruments will bear a legend in substantially the following form:

Securities represented by this certificate have not been registered under the Securities Act of 1933 (the “Act”) or applicable state securities laws (the “State Acts”) and shall not be transferred in any way by the holder, except upon the issuance to the Company of a favorable opinion of holder’s counsel for submission to the Company or such other evidence as may be satisfactory to counsel to the Company to the effect that any such transfer shall not be in violation of the Act and State Acts.

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                    1.7          Closing.  Subject to the satisfaction of the conditions precedent specified in Section 6 hereof, the closing of the Merger shall take place at 5:00 p.m. (Pacific Time) at the offices of ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, on or before September 30, 2005, or at such other time and date as the parties may mutually agree (the “Closing” or the “Closing Date”).

                    1.8          Press Releases.  At Closing, NBYS shall issue such press release or announcement of the transactions contemplated by this Agreement and make such filings as may be required by the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subject to the applicable requirements of Rules 135(a) and 135(c) under the Securities Act of 1933, as amended (the “Securities Act”), and such release or announcement will be reasonably satisfactory in form and substance to FIIC and its counsel.  Neither NBYS nor FIIC shall issue any other press release or otherwise make public any information with respect to this Agreement or the transactions contemplated hereby, prior to the Closing, without the prior written consent of the other, which consent shall not be unreasonably withheld.  Notwithstanding the foregoing, if required by law, NBYS may issue such a press release or otherwise make public such information as long as NBYS notifies FIIC of such requirement and discusses with FIIC in good faith the contents of such disclosure.

                    1.9          Cancellation of Currently Outstanding NBYS Common Stock.  At the Effective Time, NBYS shall cause 500,000 shares of NBYS Common Stock held by the NBYS Stockholders to be cancelled and extinguished in consideration for the $200,000 payable at the Closing, pursuant to the terms of a share cancellation agreement of even date herewith (the “Escrow and Share Cancellation Agreement”).

                    1.10          Stock Option Plan.  At the Effective Time, each option outstanding under FIIC’s 2005 Stock Option, Deferred Stock and Restricted Stock Plan (the “Stock Option Plan”), whether vested or unvested (collectively, the “FIIC Options”), will be assumed by NBYS, as well as the Plan itself.  Each FIIC Option so assumed by NBYS under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Plan and any other document governing such option immediately prior to the Effective Time, and any restriction on the exercisability of any such FIIC Option shall continue in full force and effect, and the term, exercisability, vesting schedule, and other provisions of such FIIC Option shall remain unchanged.  Consistent with the terms of the Plan and the documents governing the outstanding options under such Plan, the Merger will not terminate any of the outstanding options under the Plan or accelerate the exercisability or vesting of such options or issuance of the shares of NBYS Common Stock which will be subject to those options upon the NBYS’s assumption of the options in the Merger. It is the intention of the parties that the options so assumed by NBYS following the Effective Time will remain incentive stock options as defined in Section 422 of the Code to the extent such options qualified as incentive stock options prior to the Effective Time. Within thirty (30) business days after the Effective Time, NBYS will issue to each person who, immediately prior to the Effective Time was a holder of an outstanding option under the Stock Option Plan, a document in form and substance satisfactory to FIIC evidencing the foregoing assumption of such option by NBYS.

                    1.11          NBYS’s Proxy Statement.  In connection with solicitations for approval of the Merger by the NBYS stockholders, NBYS and FIIC shall prepare proxy solicitation

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materials, including a proxy statement and filings on Form 14A and appropriate filings under the State Acts.  NBYS and FIIC shall cooperate to promptly file all such materials and take all actions necessary to obtain approvals under the Exchange Act and the State Acts. NBYS promptly shall notify FIIC of any comments or requirements for effectiveness of the proxy materials and the parties shall use their best efforts to promptly respond to and satisfy comments of pertinent securities authorities.  FIIC shall be responsible for compliance with the State Acts and for all filings under the State Acts, if any, connected with the issuance of the shares of NYBS Common Stock to FIIC’s stockholders.

                    1.12          Dissenters’ Rights.  Stockholders of NBYS who object to the Merger shall have dissenter’s rights as provided for under Section ▇-▇▇▇-▇▇▇ et seq. of the Colorado Business Corporations Act, as amended, subject to FIIC’s right to abandon the Merger under Section 7.3(e) of this Agreement.

                    1.13          Transfer of Assets; Assumption of Liabilities.  If at Closing, NBYS has any tangible assets, such assets shall be transferred to ▇▇▇▇▇ or an entity he designates in exchange for their book value, or cancellation of debt owed to ▇▇▇▇▇ by NBYS in the amount of such book value, concurrent with the Closing.  NBYS’ aggregate liabilities at Closing shall be no more than $75,000 and shall be settled by NBYS immediately following the Closing; if the aggregate liabilities are less than $75,000 at Closing, the difference between $75,000 and the aggregate liabilities at Closing shall be payable to ▇▇▇▇▇▇▇▇ immediately following the Closing.

                    Except as set forth under the corresponding section of the disclosure schedule delivered to FIIC concurrently herewith (the “NBYS Disclosure Schedule”), which NBYS Disclosure Schedule shall be deemed a part hereof, NBYS, Merger Sub and each of the NBYS Stockholders, to his knowledge, hereby, jointly and severally, represents and warrants to FIIC and the FIIC stockholders as follows:

                    3.1          Organization.  Each of NBYS and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the requisite corporate power to carry on its business as now conducted.

                    3.2          Capitalization.  NBYS’s authorized capital stock consists of 33,000,000 shares of capital stock consisting of 3,000,000 shares of preferred stock (par value $.001 per share), of which no shares have been issued, and 30,000,000 shares of common stock (par value $.0001 per share), of which no more than 2,901,011 shares are issued and outstanding as of the date hereof; immediately prior to the Closing, NBYS shall have effected a 1-for-2.00317 reverse stock split, and, just prior to Closing, payment of the consideration set forth in Section 1.9 and compliance by the parties with the Escrow and Share Cancellation Agreement , 500,000 pre-split shares (or 249,604 post-split shares) of NBYS Common Stock held by the NBYS Stockholders shall be cancelled, as set forth herein, leaving 1,198,607 shares of NBYS Common Stock issued and outstanding at the Closing.  All issued and outstanding shares of capital stock of NBYS and Merger Sub are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and have been issued pursuant to or in compliance with applicable exemptions under federal and state securities laws.  When issued, the Merger Shares will be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. There are no outstanding or authorized options, rights, warrants, calls, convertible securities, rights to subscribe, conversion rights or other agreements or commitments to which NBYS or Merger Sub is a party or which are binding upon NBYS or Merger Sub providing for the issuance by NBYS or Merger Sub or transfer by NBYS or Merger Sub of additional shares of NBYS’s or Merger Sub’s capital stock and neither NBYS nor Merger Sub has reserved any shares of its capital stock for issuance, nor are there any outstanding stock option rights, warrants, phantom equity or similar rights, contracts, arrangements or commitments to issue capital stock of NBYS or Merger Sub. All previously issued stock options, warrants, or similar rights to purchase shares of the capital stock of NBYS have been cancelled or are expired pursuant to their terms.  There are no voting trusts or any other agreements or understandings with respect to the voting of NBYS’s or Merger Sub’s capital stock.

                    3.3          Certain Corporate Matters.  Each of NBYS and Merger Sub is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of its properties or nature of its business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business.  Each of NBYS and Merger Sub has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to

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engage and to own and use the properties owned and used by it.  Each of NBYS and Merger Sub has delivered to FIIC true, accurate and complete copies of its Articles of Incorporation and Bylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement.  The records of meetings of the stockholders and Boards of Directors of NBYS and Merger Sub previously furnished to FIIC are complete and correct in all material respects.  The stock records of NBYS and Merger Sub and the stockholder lists of NBYS and Merger Sub previously furnished to FIIC are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of NBYS’s and Merger Sub’s capital stock and any other outstanding securities issued by NBYS and Merger Sub.  Neither NBYS nor Merger Sub is in default under or in violation of any provision of its Articles of Incorporation or Bylaws in any material respect.  Neither NBYS nor Merger Sub is in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject.  NBYS has delivered to FIIC and the FIIC stockholders a complete copy of NBYS’s audited financial statements and tax returns from NBYS’s inception to the Closing Date.

                    3.4          Authority Relative to this Agreement.  Each of NBYS, Merger Sub and each of the NBYS Stockholders has the requisite corporate power and authority to enter into this Agreement and carry out its/his obligations hereunder.  The execution, delivery and performance of this Agreement by NBYS and Merger Sub and the consummation of the transactions contemplated hereby have been duly authorized by the Boards of Directors of NBYS and Merger Sub and, except for approval of this Agreement and the Merger by the stockholders of NBYS and the filing with and clearance by the Securities and Exchange Commission of a Proxy Statement complying with Schedule 14A under the Exchange Act, no other actions on the part of NBYS or Merger Sub are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by NBYS, Merger Sub and each of the NBYS Stockholders and constitutes a valid and binding obligation of NBYS, Merger Sub and each of the NBYS Stockholders enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

                    3.5          Consents and Approvals; No Violations.  Except for applicable requirements of federal and state securities laws, no filing with, and no permit, authorization, consent or approval of, any third party, public body or authority is necessary for the consummation by NBYS, Merger Sub or either of the NBYS Stockholders of the transactions contemplated by this Agreement.  Neither the execution and delivery of this Agreement by NBYS, Merger Sub or the NBYS Stockholders nor the consummation by NBYS, Merger Sub or the NBYS Stockholders of the transactions contemplated hereby, nor compliance by NBYS, Merger Sub or the NBYS Stockholders with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter or Bylaws of NBYS or Merger Sub, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which any or all of NBYS, Merger Sub or the NBYS Stockholders is a party or by which it/his or any of its/his properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to

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NBYS, Merger Sub and the NBYS Stockholders, or any of its/his properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which are not in the aggregate material to NBYS, Merger Sub or the NBYS Stockholders taken as a whole.

                    3.6          SEC Documents.  NBYS, and the NBYS Stockholders to the extent applicable, have filed or furnished, as applicable, all reports, schedules, forms, information statements, certifications or other documents required to be filed or furnished by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the three (3) years preceding the date hereof (or such shorter period as NBYS was required by law to file such material) (the foregoing materials, including the exhibits thereto, being collectively referred to herein as the “SEC Documents”).  As appropriate for the posture of NBYS’s operations at the date of this Agreement, NBYS maintains “disclosure controls and procedures” as defined in and required by Rule 13a-15 or 15d-15 under the Exchange Act and such disclosure controls and procedures are effective to ensure that all material information (both financial and non-financial) concerning NBYS is made known on a timely basis to the individuals responsible for the preparation of the SEC Documents and other public disclosure documents.  NBYS’s principal executive and principal financial officers have evaluated the effectiveness of NBYS’s disclosure controls and procedures in accordance with Exchange Act Rules 13a-15(b) and 15d-15(b) as of the end of each fiscal quarter after December 31, 2002, and have disclosed their conclusions regarding the effectiveness of NBYS’s disclosure controls and procedures in each applicable periodic report.  As of their respective dates, the SEC Documents, including the principal executive and principal financial officers’ certifications pursuant to Section 302 and Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, complied in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and none of the SEC Documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.  The financial statements of NBYS included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position of NBYS as of the dates thereof and its statements of operations, stockholders’ equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which were and are not expected to have a material adverse effect on NBYS, its business, financial condition or results of operations).  Except as and to the extent set forth on the consolidated balance sheet of NBYS as at January 31, 2005, including the notes thereto, neither NBYS nor Merger Sub has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to be reflected on a balance sheet or other financial statement).

                    3.7          Financial Statements.

                                   (a)          Included in the SEC Documents are the audited balance sheets of NBYS as at December 31, 2004, and the related statements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2004, together with the

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unqualified report thereon of ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP (previously ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, P.C.), independent auditor (collectively, “NBYS’s Audited Financials”).  ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP is and has been throughout the periods covered by NBYS’s Audited Financials (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002), (ii) “independent” with respect to NBYS within the meaning of Regulation S-X, and (iii) with respect to NBYS, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act, exclusive of subsection (i), and the related Rules of the SEC and the Public Company Accounting Oversight Board.

                                   (b)          Included in the SEC Documents are the unaudited balance sheets of NBYS as at March 31, 2005, and the related statements of operations and cash flows for the nine months ended March 31, 2005, as reviewed by ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP (previously ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, P.C.), independent auditor (“NBYS’s Interim Financials”).  To the best knowledge of NBYS and the NBYS Stockholders, ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP is and has been throughout the periods covered by NBYS’s Interim Financials (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002), (ii) “independent” with respect to NBYS within the meaning of Regulation S-X, and (iii) with respect to NBYS, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act, exclusive of subsection (i), and the related Rules of the SEC and the Public Company Accounting Oversight Board.

                                   (c)          NBYS’s Audited Financials and NBYS’s Interim Financials (collectively, “NBYS’s Financial Statements”) are (i) in accordance with the books and records of NBYS, (ii) correct and complete, (iii) fairly present the financial position and results of operations of NBYS as of the dates indicated, and (iv) prepared in accordance with U.S.  GAAP (except that (x) unaudited financial statements may not be in accordance with GAAP because of the absence of footnotes normally contained therein, and (y) interim (unaudited) financials are subject to normal year-end audit adjustments that in the aggregate will not have a material adverse effect on NBYS or Merger Sub, or their respective businesses, financial conditions or results of operations.

                    3.8          Events Subsequent to Financial Statements.  Except as set forth in Schedule 3.8, since March 31, 2005, there has not been:

                                   (a)          any sale, lease, transfer, license or assignment of any assets, tangible or intangible, of NBYS;

                                   (b)          any damage, destruction or property loss, whether or not covered by insurance, affecting adversely the properties or business of NBYS;

                                   (c)          except as contemplated by this Agreement, any declaration or setting aside or payment of any dividend or distribution with respect to the shares of capital stock of NBYS or any redemption, purchase or other acquisition of any such shares;

                                   (d)          any issuance of shares of capital stock or the granting, issuance or execution of any rights, warrants, options or commitments by NBYS, as the case may be,

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relating to its authorized or issued capital stock, except with respect to NBYS’s investment in Merger Sub;

                                   (e)          any subjection to any lien on any of the assets, tangible or intangible, of NBYS, or perfection of any security interest in such assets;

                                   (f)          any incurrence of indebtedness or liability or assumption of obligations by NBYS or Merger Sub;

                                   (g)          any waiver or release by NBYS or Merger Sub of any right of any material value;

                                   (h)          any compensation or benefits paid to officers or directors of NBYS, except as to the cancellation of those shares of Common Stock held by the NBYS Stockholders as specified in Section 1.9 of this Agreement;

                                   (i)          any change made or authorized in the Articles of Incorporation or Bylaws of NBYS;

                                   (j)          any loan to or other transaction with any officer, director or stockholder of NBYS giving rise to any claim or right of NBYS against any such person or of such person against NBYS; or

                                   (k)          any material adverse change in the condition (financial or otherwise) of the properties, assets, liabilities or business of NBYS.

                    3.9          Undisclosed Liabilities; Insider Loans.  Except as otherwise disclosed in NBYS’s Financial Statements, neither NBYS nor Merger Sub has any material liability or obligation whatsoever, either direct or indirect, matured or unmatured, accrued, absolute, contingent or otherwise, including “off-balance sheet arrangements” as defined in Item 303(c) of Regulation S-K of the SEC.  Since July 30, 2002, NBYS has not (i) extended or maintained credit, arranged for an extension of credit, or renewed an extension of credit in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of NBYS, or (ii) materially modified any terms of any such extension or maintenance of credit.

                    3.10        Tax Matters.

                                   (a)          NBYS and Merger Sub have each duly filed all material federal, state, local and foreign tax returns required to be filed by or with respect to it with the Internal Revenue Service or other applicable taxing authority, and no extensions with respect to such tax returns have been requested or granted;

                                   (b)          NBYS and Merger Sub have each paid, or adequately reserved against in NBYS’s Financial Statements, all material taxes due, or claimed by any taxing authority to be due, from or with respect to it;

                                   (c)          To the knowledge of NBYS and Merger Sub, there has been no material issue raised or material adjustment proposed (and none is pending) by the Internal

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Revenue Service or any other taxing authority in connection with any of NBYS’s or Merger Sub’s tax returns;

                                   (d)          No waiver or extension of any statute of limitations as to any material federal, state, local or foreign tax matter has been given by or requested from NBYS or Merger Sub; and

                                   (e)          Neither NBYS nor Merger Sub has filed a consent under Section 341(f) of the Internal Revenue Code of 1986, as amended.  For the purposes of this Section 3.10, a tax is due (and must therefore either be paid or adequately reserved against in NBYS’s Financial Statements) only on the last date payment of such tax can be made without interest or penalties, whether such payment is due in respect of estimated taxes, withholding taxes, required tax credits or any other tax.

                    3.11          Real Property.  Neither NBYS nor Merger Sub owns or leases any real property.

                    3.12          Books and Records.  The corporate and financial books and records of NBYS and Merger Sub delivered to FIIC prior to the Closing fully and fairly reflect the transactions to which NBYS and/or Merger Sub is a party or by which they or their properties are bound.

                    3.13          Questionable Payments.  Neither NBYS nor Merger Sub, or any of their respective employees, agents or representatives has, directly or indirectly, made any bribes, kickbacks, illegal payments or illegal political contributions using NBYS’s or Merger Sub’s funds or made any payments from NBYS’s or Merger Sub’s funds to governmental officials for improper purposes or made any illegal payments from NBYS’s or Merger Sub’s funds to obtain or retain business.

                    3.14        Environmental Matters.  NBYS represents and warrants that:

                                   (a)          To the knowledge of NBYS, after due investigation, there has been no material failure by NBYS to comply with all applicable requirements of Environmental Laws relating to NBYS, NBYS’s operations, and NBYS’s manufacture, processing, distribution, use, treatment, generation, recycling, reuses, sale, storage, handling, transportation or disposal of any Hazardous Material and NBYS is not aware of any facts or circumstances which could materially impair such compliance with all applicable Environmental Laws.

                                   (b)          NBYS has not received notice from any Governmental Authority or any other person of any actual or alleged violation of any Environmental Laws, nor is any such notice anticipated.

                                   (c)          To the knowledge of NBYS, after due investigation, Environmental Laws do not require that any permits, licenses or similar authorizations to construct, occupy or operate any equipment or facilities used in the conduct of NBYS’s business.

                                   (d)          No Hazardous Materials are now located at the Business Location, and, to the knowledge of NBYS and the NBYS Stockholders, after due investigation, NBYS has

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not ever caused or permitted any Hazardous Materials to be generated, placed, stored, held, handled, located or used at the Business Location, except those which may lawfully be used, transported, stored, held, handled, generated or placed at the Business Location in the conduct of NBYS’s business.

                                   (e)          NBYS has not received any notices, whether from a Governmental Authority or some other third party, that Hazardous Material Contamination exists at the Business Location or at any other location utilized by NBYS in the conduct of its business nor are NBYS or either of the NBYS Stockholders aware of any circumstances that would give rise to an allegation of such contamination.

                                   (f)          To the knowledge of NBYS, after due investigation, no investigation, administrative order, consent order or agreement, litigation or settlement with respect to Hazardous Materials or Hazardous Materials Contamination is proposed, threatened, anticipated, pending or otherwise in existence with respect to the Business Location or with respect to any other site controlled or utilized by NBYS in the operation of its business.  To the knowledge of NBYS and the NBYS Stockholders, after due investigation, the Business Location is not currently on, and has never been on, any federal or state “Superfund” or “Superlien” list.

                    3.15          Intellectual Property.  Other than listed on Schedule 3.15, neither NBYS nor Merger Sub owns or uses any trademarks, trade names, service marks, patents, copyrights or any applications with respect thereto.  Neither NBYS nor Merger Sub has any knowledge of any claim that, or inquiry as to whether, any product, activity or operation of NBYS or Merger Sub infringes upon or involves, or has resulted in the infringement of, any trademarks, trade-names, service marks, patents, copyrights or other proprietary rights of any other person, corporation or other entity; and no proceedings have been instituted, are pending or are threatened.

                    3.16          Insurance.  Neither NBYS nor Merger Sub has any insurance policies in effect.

                    3.17          Contracts.  Neither NBYS nor Merger Sub has any material contracts, leases, arrangements or commitments (whether oral or written). Neither NBYS nor Merger Sub is a party to or bound by or affected by any contract, lease, arrangement or commitment (whether oral or written) relating to: (a) the employment of any person; (b) collective bargaining with, or any representation of any employees by, any labor union or association; (c) the acquisition of services, supplies, equipment or other personal property; (d) the purchase or sale of real property; (e) distribution, agency or construction; (f) lease of real or personal property as lessor or lessee or sublessor or sublessee; (g) lending or advancing of funds; (h) borrowing of funds or receipt of credit; (i) incurring any obligation or liability; or (j) the sale of personal property.

                    3.18          Litigation.  Neither NBYS nor Merger Sub is subject to any judgment or order of any court or quasijudicial or administrative agency of any jurisdiction, domestic or foreign, nor is there any charge, complaint, lawsuit or governmental investigation pending against NBYS or Merger Sub.  Neither NBYS nor Merger Sub is a plaintiff in any action, domestic or foreign, judicial or administrative.  There are no existing actions, suits, proceedings against or investigations of NBYS or Merger Sub, and neither NBYS nor Merger Sub knows of any such action, suit, proceeding or investigation having been threatened or of any basis for such

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actions, suits, proceedings or investigations.  There are no unsatisfied judgments, orders, decrees or stipulations affecting NBYS or Merger Sub or to which NBYS or Merger Sub is a party.

                    3.19          Employees.  Neither NBYS nor Merger Sub has any employees. Neither NBYS nor Merger Sub owes any compensation of any kind, deferred or otherwise, to any current or previous employees.  Neither NBYS nor Merger Sub has any written or oral employment agreements with any officer or director of NBYS or Merger Sub.  Neither NBYS nor Merger Sub is a party to or bound by any collective bargaining agreement.  Except as set forth in Schedule 3.19, there are no loans or other obligations payable or owing by NBYS or Merger Sub to any stockholder, officer, director or employee of NBYS or Merger Sub, nor are there any loans or debts payable or owing by any of such persons to NBYS or Merger Sub or any guarantees by NBYS or Merger Sub of any loan or obligation of any nature to which any such person is a party.

                    3.20          Employee Benefit Plans.  Neither NBYS nor Merger Sub has any (a) non-qualified deferred or incentive compensation or retirement plans or arrangements, (b) qualified retirement plans or arrangements, (c) other employee compensation, severance or termination pay or welfare benefit plans, programs or arrangements or (d) any related trusts, insurance contracts or other funding arrangements maintained, established or contributed to by NBYS or Merger Sub.

                    3.21          Legal Compliance.  To the best of its knowledge, except as disclosed in its SEC Documents and as will not have a material adverse impact on its business, NBYS is in compliance in all material respects with all rules, regulations and requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the SEC, and any other applicable foreign, federal, state and local laws and regulations.  No claim has been filed against NBYS or Merger Sub alleging a violation of any applicable laws and regulations of foreign, federal, state and local governments and all agencies thereof.  To the best of their respective knowledge, NBYS and Merger Sub each holds all of the material permits, licenses, certificates or other authorizations of foreign, federal, state or local governmental agencies required for the conduct of its business as presently conducted.

                    3.22          Subsidiaries.  Except for all of the issued and outstanding shares of capital stock of Merger Sub, NBYS does not own any capital stock or have any interest in any corporation, partnership, or other form of business organization.  NBYS owns all of the capital stock or other equity interests of Merger Sub free and clear of any liens, charges, security interests, encumbrances, rights of first refusal, preemptive rights or other restrictions.

                    3.23          Broker’s Fees.  Neither NBYS, Merger Sub nor either of the NBYS Stockholders, nor anyone on their behalf has any liability to any broker, finder, investment banker or agent, or has agreed to pay any brokerage fees, finder’s fees or commissions, or to reimburse any expenses of any broker, finder, investment banker or agent in connection with this Agreement.

                    3.24          Registration Rights.  NBYS has not granted or agreed to grant to any person or entity any rights (including “piggy back” registration rights) to have any securities of NBYS registered with the Securities and Exchange Commission or any other governmental authority that have not been satisfied.

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                    3.25          Listing and Maintenance Requirements.  NBYS has not, in the twelve (12) months preceding the date hereof, received notice from the trading market or stock quotation system on which NBYS’s Common Stock is listed or quoted to the effect that NBYS is not in compliance with the listing or maintenance requirements of such trading market or stock quotation system. NBYS is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

                    3.26          No Disagreements with Accountants and Lawyers.  There are no disagreements of any kind presently existing, or reasonably anticipated by NBYS to arise, between the accountants and lawyers formerly or presently employed by NBYS and NBYS is current with respect to any fees owed to its accountants and lawyers.

                    3.27          Disclosure.  The representations and warranties and statements of fact made by NBYS, Merger Sub and each of the NBYS Stockholders in this Agreement are, as applicable, accurate, correct and complete and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained herein not false or misleading.

▇▇▇▇▇ ▇. France                                  President, Chief Executive Officer and Director
▇▇▇▇▇ ▇▇▇▇▇▇                                      Chief Operating Officer and Executive Vice President
▇▇▇▇ ▇▇▇▇▇                                         Chief Financial Officer
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇                                 Vice President, Secretary and Director
▇▇▇▇▇▇ ▇▇▇▇▇                                         Treasurer
▇▇▇▇▇ Loycheck                                   Director
▇▇▇▇▇ ▇▇▇▇▇▇▇▇                                      Director
▇▇▇▇ ▇▇▇▇▇▇▇                                         Director

FIIC may nominate up to two additional directors prior to Closing, and will provide the names of the nominees when identified.

                                                  (iv)          certificates from each of NBYS, Merger Sub and each of the NBYS Stockholders representing that the information set forth in Section 5.1(b) is true as of the Closing Date.

                                                  (v)          evidence of cancellation of 500,000 pre-split shares of NBYS Common Stock held collectively by the NBYS Stockholders; and

                                                  (vi)          such other documents as FIIC may reasonably request in connection with the transactions contemplated hereby.

                                   (b)          Representations and Warranties to be True.  The representations and warranties of NBYS, Merger Sub and the NBYS Stockholders herein contained shall be true in all material respects at the Closing with the same effect as though made at such time.  NBYS, Merger Sub and the NBYS Stockholder shall have performed in all material respects all obligations and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by them at or prior to the Closing.

                                   (c)          Amendment of Articles of Incorporation.  NBYS shall have amended its Articles of Incorporation to effectuate a 1-for-2.00317 reverse stock split, such split to have been effected prior to the Closing Date.

                                   (d)          Reincorporation or Conversion to Delaware Entity. NBYS shall have either executed an Agreement and Plan of Merger (the “Reincorporation Agreement”) for the reincorporation of NBYS from the State of Colorado to the State of Delaware or a Certificate of Conversion for the conversion of NBYS from a Colorado corporation to a Delaware corporation, along with any statutorily required supporting documentation; provided, however that such Reincorporation Agreement or Certificate of Conversion, and required supporting documents, shall be in form and substance acceptable to FIIC, in its reasonable discretion.

                                   (e)          Stockholder Consent.  A requisite percentage of the FIIC stockholders shall have approved the Merger.

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                    5.2          Conditions to Obligations of NBYS, Merger Sub and the NBYS Stockholders.  The obligations of NBYS, Merger Sub and the NBYS Stockholders under this Agreement to effect the Merger shall be subject to the satisfaction prior to the Closing Date of each of the following conditions:

                                   (a)          Closing Deliveries.  On the Closing Date, FIIC shall have delivered to NBYS such documents as NBYS may reasonably request in connection with the transactions contemplated hereby.

                                   (b)          Representations and Warranties to be True.  The representations and warranties of FIIC herein contained shall be true in all material respects at the Closing with the same effect as though made at such time.  FIIC shall have performed in all material respects all obligations and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by them at or prior to the Closing.

                                   (c)          Director Questionnaires.  Each of the individuals listed as directors in Section 5.1(a)(iii) shall have submitted to NBYS’s legal counsel, no later than fifteen (15) calendar days prior to the Closing Date, a written response to the director questionnaire previously delivered to FIIC, and upon receipt of all such responses, NBYS’s legal counsel shall prepare and file with the SEC at least ten (10) calendar days prior to the Closing Date an Information Statement- Notice of Change In Control and of a Majority of Directors pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder.  The FIIC Stockholders and FIIC shall have the opportunity to review and provide comments to such Information Statement prior to its filing with the SEC.

                                   (d)          Payment for Cancellation Shares.  FIIC shall have made full payment of the consideration set forth in Section 1.9 and complied with the Escrow and Share Cancellation Agreement.

                                   (e)          Shareholder Consent.  A requisite percentage of the NBYS shareholders shall have approved the Merger.

                    5.3          Spinoff.  Subject to the terms of Section 1.13, NBYS shall have contributed all of the tangible pre-Closing assets and intellectual property rights of NBYS to the NBYS Stockholders and the NBYS Stockholders shall have assumed all of the pre-Closing liabilities of NBYS of any kind whatsoever in excess of $75,000 immediately following the Closing (the “Spinoff”).  The Spinoff, which will occur immediately following the Closing, will be effected in compliance with all applicable laws, including without limitation, the applicable provisions of the NRS and any other applicable state and federal laws.  The consummation of the Spinoff will not require any consent, release, waiver or approval that would adversely affect NBYS.  The consummation of the Spinoff will not give rise to or trigger the application of any right of any third party that has not been waived by such party in a writing signed by it. The consummation of the Spinoff will not conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach, impairment or violation of (a) any provision of the Articles of Incorporation or Bylaws of NBYS; (b) any note, bond, lease, mortgage, indenture, license, franchise, permit, agreement, contract or other instrument or obligation (whether oral or written) to which NBYS is or was a party or by which NBYS is or was bound; or (c) any federal, state,

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local or foreign statute, law concession, grant, franchise, permit or other governmental authorization or approval applicable to NBYS.

If to FIIC, Inc.:

FIIC, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇^▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇  ▇▇▇▇▇
Attn:     ▇▇▇▇▇ ▇. France
Tel:       (▇▇▇) ▇▇▇-▇▇▇▇
Fax:      (▇▇▇) ▇▇▇-▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn:     ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Tel:       (▇▇▇) ▇▇▇-▇▇▇▇
Fax:      (▇▇▇) ▇▇▇-▇▇▇▇

▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C.
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇  ▇▇▇▇▇
Tel:       (▇▇▇) ▇▇▇-▇▇▇▇
Fax:      (▇▇▇) ▇▇▇-▇▇▇▇

With Copy to:

▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C.
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇  ▇▇▇▇▇
Tel:       (▇▇▇) ▇▇▇-▇▇▇▇
Fax:      (▇▇▇) ▇▇▇-▇▇▇▇

                    8.3          Interpretation.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  References to Sections and Articles refer to sections and articles of this Agreement unless otherwise stated.

                    8.4          Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in

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full force and effect and shall in no way be affected, impaired or invalidated and the parties shall negotiate in good faith to modify this Agreement to preserve each party’s anticipated benefits under this Agreement.

                    8.5          Miscellaneous.  This Agreement (together with all other documents and instruments referred to herein): (a) constitutes the entire agreement and supersedes all other prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof; (b) except as expressly set forth herein, is not intended to confer upon any other person any rights or remedies hereunder and (c) shall not be assigned by operation of law or otherwise, except as may be mutually agreed upon by the parties hereto.

                    8.6          Separate Counsel.  Each party hereby expressly acknowledges that it has been advised to seek its own separate legal counsel for advice with respect to this Agreement, and that no counsel to any party hereto has acted or is acting as counsel to any other party hereto in connection with this Agreement.

                    8.7          Governing Law; Venue.  This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, U.S.A.  Any and all actions brought under this Agreement shall be brought in the state and/or federal courts of the United States sitting in Delaware and each party hereby waives any right to object to the convenience of such venue.

                    8.8          Counterparts and Facsimile Signatures.  This Agreement may be executed in two or more counterparts, which together shall constitute a single agreement.  This Agreement and any documents relating to it may be executed and transmitted to any other party by facsimile, which facsimile shall be deemed to be, and utilized in all respects as, an original, wet-inked document.

                    8.9          Amendment.  This Agreement may be amended, modified or supplemented only by an instrument in writing executed by all parties hereto.

                    8.10          Parties In Interest: No Third Party Beneficiaries.  Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective heirs, legal representatives, successors and assigns of the parties hereto.  This Agreement shall not be deemed to confer upon any person not a party hereto any rights or remedies hereunder.

                    8.11          Waiver.  No waiver by any party of any default or breach by another party of any representation, warranty, covenant or condition contained in this Agreement shall be deemed to be a waiver of any subsequent default or breach by such party of the same or any other representation, warranty, covenant or condition.  No act, delay, omission or course of dealing on the part of any party in exercising any right, power or remedy under this Agreement or at law or in equity shall operate as a waiver thereof or otherwise prejudice any of such party’s rights, powers and remedies.  All remedies, whether at law or in equity, shall be cumulative and the election of any one or more shall not constitute a waiver of the right to pursue other available remedies.

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                    8.12          Expenses.  At or prior to the Closing, the parties hereto shall pay all of their own expenses relating to the transactions contemplated by this Agreement, including, without limitation, the fees and expenses of their respective counsel and financial advisers.

                    8.13          Schedules.  If there is any inconsistency between the statements in the body of this Agreement and those in the schedules (other than an exception expressly set forth in the schedules with respect to a specifically identified representation or warranty), the statements in the body of this Agreement will control.

                    8.14          Construction.  The parties have participated jointly in the negotiation and drafting of this Agreement.  If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement.

                    8.15          Incorporation of Exhibits and Schedules.  The exhibits, schedules, and other attachments identified in this Agreement are incorporated herein by reference and made a part hereof.

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                    IN WITNESS WHEREOF, the parties have executed this Agreement and Plan of Merger as of the date first written above.

FIIC, INC.



By:                                                      
Name:  ▇▇▇▇▇ ▇. France
Title: President and Chief Executive Officer


▇▇▇▇▇▇▇▇▇.▇▇▇, INC.



By:                                                      
Name:  ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:  President and Chief Executive Officer


NICKLEBYS ACQUISITION CORP.



By:                                                      
Name:  ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:  President and Chief Executive Officer     


NBYS STOCKHOLDERS


                                                           
Name:  ▇▇▇▇▇ ▇▇▇▇▇▇▇▇


                                                           
Name:  ▇▇▇▇▇ ▇▇▇▇▇


                                                           
Name:  ▇▇▇▇ ▇▇▇▇▇▇


                                                           
Name:  ▇▇▇▇▇▇▇ ▇▇▇▇▇▇


                                                           
Name:  ▇▇▇▇▇ ▇▇▇▇▇▇