AGREEMENT AND PLAN OF MERGER BY AND AMONG AZUREL, LTD., FLO WEINBERG, INC., RM ENTERPRISES INTERNATIONAL, LTD., AND ROMANTIC MOMENTS, INC. DATED AS OF JULY 1, 2002

EXHIBITS

AGREEMENT AND PLAN OF MERGER dated as of July 1, 2002 (the “Agreement”) by and among Azurel, Ltd., a corporation formed under the laws of the State of Delaware (“Azurel”), ▇▇▇ ▇▇▇▇▇▇▇▇, Inc., a corporation formed under the laws of the State of Delaware wholly owned and operated by Azurel (“Azurel Sub”), RM Enterprises International, Ltd., a corporation formed under the laws of the State of Delaware (“RM Enterprises”) and Romantic Moments, Inc., a corporation formed under the laws of the State of Delaware wholly owned and operated by RM Enterprises (“Romantic”). Azurel, the Azurel Sub, RM Enterprises and Romantic are referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, Azurel is the record owner of 100% of the common stock of the Azurel Sub;

WHEREAS, RM Enterprises is the record owner of 100% of the common stock of Romantic (the “Private Shares”);

WHEREAS, Azurel has proposed to acquire Romantic pursuant to a merger transaction whereby, upon the terms and subject to the conditions of this Agreement and in accordance with the GCL (as herein defined), Romantic shall be merged with and into Azurel Sub (the “Merger”);

WHEREAS, Azurel shall in the Merger issue shares of its common stock (the “Public Shares”) to RM Enterprises in consideration for the cancellation of the Private Shares;

WHEREAS, the Parties intend that the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and it is intended that this Agreement shall qualify as a “plan of reorganization” within the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3(a).

NOW, THEREFORE, in consideration of the mutual representations, warranties and agreements contained in this Agreement, the Parties agree as follows:

As used in this Agreement, the following terms shall have the meanings set forth below:

(i)  any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll employment, excise, severance, stamp, occupation, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever together with any interest or any penalty, addition to tax or additional amount imposed by any governmental entity (a “Tax Authority”) responsible for the imposition of any such tax (domestic or foreign), and

(ii)  any liability for the payment of any amounts of the type described in clause (i) above as a result of being a member of an affiliated, consolidated, combined or unitary group for any Taxable period, and

(iii)  any liability for the payment of any amounts of the type described in clauses (i) or (ii) above as a result of any express or implied obligation to indemnify any other person.

“Tax Return” means any return, statement, report or form, including, without limitation, estimated Tax Returns and reports, withholding Tax Returns and reports and information reports and returns required to be filed with respect to Taxes.

Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the GCL, at the Effective Time (as defined herein), Romantic shall be merged with and into the Azurel Sub, the separate existence of Romantic shall cease and the Azurel Sub shall continue as the surviving entity of the Merger (where appropriate, the “Surviving Entity”.

The closing of the Merger (the “Closing”) will take place at the offices of ▇▇▇▇▇▇▇, Savage, Kaplowitz, Wolf & Marcus, LLP, counsel to the Parties (“GSK”), at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, on the day immediately following the satisfaction or waiver of the conditions precedent set forth in Article V or at such other date as Azurel and RM Enterprises shall agree (the “Closing Date”).

On the Closing Date, the Parties shall cause the Merger to be consummated by filing, and the Merger shall become effective immediately upon the filing, of a certificate of merger (the “Merger Certificate”) with the Secretary of State of the State of Delaware in substantially the form attached hereto as Exhibit A executed in accordance with the relevant provisions of the GCL. The Merger shall become effective at the time such Merger Certificate is filed with the Secretary of State of the State of Delaware (the “Effective Time”). The date on which the Effective Time occurs is referred to as the “Effective Date.”

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(i)  The Certificate of Incorporation and Bylaws of the Azurel Sub as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation and Bylaws of the Surviving Entity following the Merger.

(ii)  The officers and directors of the Surviving Entity following the Merger shall be those persons listed on Schedule 1.05(a), until the earlier of their death, resignation or removal or until their respective successors are duly appointed and qualified.

If at any time after the Effective Time, Azurel and RM Enterprises shall consider or be advised that any further assignment or assurances or any other things that are necessary or desirable to vest, perfect or confirm, of record or otherwise, in the Surviving Entity, the title to any property or right of Romantic acquired or to be acquired by reason of or as a result of the Merger, then Azurel, Azurel Sub, RM Enterprises, Romantic and their respective officers and directors in office shall use all reasonable efforts to execute and deliver, or cause to be executed and delivered, all such proper deeds, assignments and assurances and do all things reasonably necessary and proper to vest, perfect or confirm title to such property or rights in the Surviving Entity and otherwise carry out the purpose of this Agreement, and the officers of Azurel and the Surviving Entity are fully authorized in the name of RM Enterprises and Romantic or otherwise to take any and all such action with the same effect as if such persons were officers of Romantic.

As of the Effective Time, by virtue of the Merger and without any action on the part of Azurel, Azurel Sub, RM Enterprises or Romantic:

CONVERSION OF PRIVATE SHARES. All Private Shares issued and outstanding immediately prior to the Effective Time shall be converted into and become a right to receive an aggregate of nine million five hundred (9,500,000) Public Shares (the “Issuable Shares”) and shall automatically be canceled and retired and shall cease to exist. Each holder of a certificate representing any such Private Share shall, to the extent such certificate represents such shares, cease to have any rights with respect to such shares, except the right to receive the Issuable Shares allocable to the shares represented by such certificate upon surrender of such certificate in accordance with Section 1.09.

The Issuable Shares will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) Azurel receives an opinion of counsel for Azurel that an exemption from the registration requirements of the Securities Act is available.

The certificates representing the number of Issuable Shares into which the Private Shares shall have been converted pursuant to this Agreement shall contain legends substantially as follows:

“THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

(i)  EXCHANGE OF CERTIFICATES. After the Effective Time and pursuant to a customary letter of transmittal or other instructional form provided by the Exchange Agent (hereafter defined) to RM Enterprises as the sole holder (as appropriate, the “Sole Stockholder”) of the Private Shares, the Sole Stockholder shall be required to surrender all Private Shares to North American Transfer, Freeport, New York, as exchange agent (the “Exchange Agent”), and the Sole Stockholder shall be entitled upon such surrender to receive in exchange therefor certificates representing the number of Issuable Shares into which the Private Shares theretofore represented by the certificate or certificates so surrendered shall have been converted pursuant to this Agreement. Until so surrendered, each such outstanding certificate which, prior to the Effective Time, represented Private Shares shall be deemed for all corporate purpose, subject to the further provisions of this Article I to evidence the ownership of the number of whole Issuable Shares into which such Private Shares have been so converted. No dividend payable to holders of Issuable Shares of record as of any date subsequent to the Effective Time shall be paid to the Sole Stockholder as the owner of any certificate which, prior to the Effective Time, represented Private Shares, until such certificate or certificates are surrendered as provided in this Article I or pursuant to letters of transmittal or other instructions with respect to lost certificates provided by the Exchange Agent.

(ii)  FRACTIONAL SHARES. No certificate or scrip representing fractional Issuable Shares shall be issued upon the surrender of certificates representing Private Shares pursuant to this Agreement, and no dividend declaration by the Board of Directors of Azurel shall relate to any such fractional share. Fractional shares shall be rounded up to the nearest whole share.

(iii)  FULL SATISFACTION OF RIGHTS. All Issuable Shares into which the Private Shares shall have been converted pursuant to this Article 1 shall be deemed to have been issued in full satisfaction of all rights pertaining to the Private Shares.

(iv)  CANCELLATION OF CERTIFICATES. All certificates representing Private Shares converted into Issuable Shares pursuant to this Article I shall be canceled upon delivery thereof to the Exchange Agent pursuant to this Agreement.

(v)  CLOSING OF TRANSFER BOOKS. On the Effective Date, the stock transfer book of Romantic shall be deemed to be closed and no transfer of Private Shares shall thereafter be recorded thereon.

Except as set forth in the schedules to this Agreement, disclosure in any one of which shall apply to any and all representations and warranties made in this Agreement, and except as otherwise disclosed in writing to RM Enterprises and Romantic, Azurel hereby represents and warrants to RM Enterprises and Romantic, as of the date of this Agreement and as of the Effective Time, as follows:

The authorized capital stock of Azurel consists of 24,000,000 shares of common stock, $0.001 par value per share, and 4,000,000 shares of preferred stock, $0.001par value per share. As of the date of this Agreement, there were 6,931,697 issued and outstanding Public Shares. Except as disclosed on Schedule 2.02(a) hereto, no Public Shares have been reserved for issuance to any person, and there are no other outstanding rights, warrants, options or agreements for the purchase of capital stock from Azurel except as provided in this Agreement. Except as disclosed on Schedule 2.02(b) hereto, no Person is entitled to any rights with respect to the issuance or transfer of the Issuable Shares. The outstanding Public Shares are validly issued, fully paid, non-assessable, and have been issued in compliance with all state and federal securities laws or other Applicable Law.

The execution, delivery, and performance of this Agreement by Azurel has been duly authorized by all necessary corporate action, except for the approval of Azurel’s stockholders (the “Azurel Stockholders”), and this Agreement, upon its execution by the Parties, will constitute the valid and binding obligation of Azurel enforceable against it in accordance with and subject to its terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors’ rights, provided, that no such obligation shall arise or be binding unless the Azurel Stockholders approve this Agreement. Except as set forth above or in Schedule 2.03 attached hereto, the execution and consummation of the transactions contemplated by this Agreement and compliance with its provisions by Azurel will not violate any provision of Applicable Law and will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, Azurel’s Certificate of Incorporation or Bylaws, as the case may be and in each case as amended, or, in any material respect, any indenture, lease, loan agreement or other agreement or instrument to which Azurel is a party or by which it or any of its properties are bound, or any decree, judgment, order, statute, rule or regulation applicable to Azurel except to the extent that any breach or violation of any of the foregoing would not constitute or result in a Material Adverse Effect on Azurel taken as a whole.

The Issuable Shares issuable to RM Enterprises as the holder of the Private Shares will when issued pursuant to this Agreement be duly and validly authorized and issued, fully paid and non-assessable.

(i)  Azurel has made available to each of RM Enterprises and Romantic (through reference to documents filed with the Securities Exchange Commission (“SEC”) by its Electronic Data Gathering Analysis and Retrieval (“▇▇▇▇▇”) or otherwise) a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Azurel with the SEC since December 31, 1998 (the “SEC Reports”), which are all the forms, reports and documents (other than preliminary material) required to be filed by Azurel with the SEC since December 31, 1998. With the exception of any Forms 3, 4 and 5 and any Schedule 13D filed by Azurel on behalf of the Azurel Stockholders, the SEC Reports (a) were prepared in compliance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

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No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or other foreign governmental authority, instrumentality, agency or commission or any third party (other than the approval of the Azurel Stockholders and Azurel as the owner of Azurel Sub), including a party to any agreement with Azurel or Azurel Sub, is required by or with respect to Azurel or Azurel Sub in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable securities laws thereby, and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.

Except as disclosed on Schedule 2.07 hereof, there is no action, suit, investigation, audit or proceeding pending against, or to the best knowledge of Azurel threatened against or affecting, Azurel or Azurel Sub or any of their assets or properties before any court or arbitrator or any governmental body, agency or official.

Except as set forth in Schedule 2.08 (a) attached hereto and/or as otherwise disclosed in writing to RM Enterprises, neither Azurel nor Azurel Sub is indebted to any officer or director of Azurel or Azurel Sub (except for compensation and reimbursement of expenses incurred in the ordinary course of business), and no such person is indebted to Azurel or Azurel Sub, except as disclosed on Schedule 2.08 (b) hereof or in the SEC Reports.

To the Knowledge of Azurel, the business of Azurel has not been, and is not being, conducted in violation of any Applicable Law, except for possible violations which individually or in the aggregate have not had and are not reasonably likely to have a Material Adverse Effect. No investigation or review by any governmental entity with respect to Azurel is pending or, to the Knowledge of Azurel, threatened, nor has any governmental entity indicated an intention to conduct the same, except for investigations or reviews which individually or in the aggregate would not have, nor be reasonably likely to have, a Material Adverse Effect.

Except as set forth on Schedule 2.10 hereto, there are no liabilities or debts of Azurel or Azurel Sub of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability or debt.

None of Azurel, Azurel Sub nor any entity affiliated therewith: (i) has undertaken the obligation to investigate as to whether Azurel, Azurel Sub or any entity affiliated therewith has taken or agreed to take any action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code; or (ii) makes any representation or warranty as to the qualification of the Merger as a reorganization within the meaning of Section 368 of the Code. Based on the foregoing, to the knowledge of Azurel and Azurel Sub, none of Azurel, Azurel Sub nor any entity affiliated therewith has taken or agreed to take any action or is aware of any fact or circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code.

Azurel has filed all material Tax Returns required by it and has paid all Taxes shown thereon to be due, except as reflected in the SEC Reports and except for Taxes being contested in good faith. Except as disclosed in the SEC Reports, there is no material claim for Taxes that is a lien against the property of Azurel other than liens for taxes not yet due and payable. Azurel has not received notification of any audit of any Tax Return of Azurel being conducted or pending by a Tax Authority where an adverse determination could have a Material Adverse Effect, no extension or waiver of the statute of limitations on the assessment of any taxes has been granted by Azurel which is currently in effect, and Azurel is not a party to any agreement, contract or arrangement with any Tax Authority, which may result in the payment of any material amount in excess of the amount reflected on the SEC Reports.

The Board of Directors of each of Azurel and Azurel Sub has approved this Agreement and the transactions contemplated hereby. Azurel shall have approved this Agreement in its capacity as the sole stockholder of Azurel Sub.

The SEC Reports and the representations and warranties of Azurel contained in Article II of this Agreement or to be furnished in or in connection with documents mailed or delivered to the Azurel Stockholders in connection with soliciting their consent to this Agreement, do not contain or will not contain, any untrue statement of a material fact, or omit to state a material fact required to be stated herein or therein or necessary to make the statements herein or therein, in the light of the circumstances under which they were made, not misleading.

Except as set forth in the schedules to this Agreement, disclosure in any one of which shall apply to any and all representations and warranties made in this Agreement, and except as otherwise disclosed in writing to RM Enterprises and Romantic hereby jointly and severally represent and warrant to Azurel, as of the date of this Agreement and as of the Effective Time, as follows:

(i)  RM Enterprises is a corporation duly formed, validly existing and in good standing under the laws of Delaware, and has full corporate power and authority to conduct its business as presently conducted by it and to enter into and perform this Agreement and to carry out the transactions contemplated by this Agreement. RM Enterprises is duly qualified to do business as a foreign corporation doing business in each state or other jurisdiction in which it owns or leases real property and where the failure to be so qualified and in good standing would have a Material Adverse Effect. Except for its ownership of Romantic, RM Enterprises does not have any ownership interest in any corporation, partnership (general or limited), limited liability company or other entity, whether foreign or domestic (collectively such ownership interests including capital stock).

(ii)  Romantic is a corporation duly formed, validly existing and in good standing under the laws of Delaware, and has full corporate power and authority to conduct its business as presently conducted by it and to enter into and perform this Agreement and to carry out the transactions contemplated by this Agreement. Romantic is duly qualified to do business as a foreign corporation doing business in each state or other jurisdiction it owns or leases real property and where the failure to be so qualified and in good standing would have a Material Adverse Effect. Romantic does not have any ownership interest in any corporation, partnership (general or limited), limited liability company or other entity, whether foreign or domestic (collectively such ownership interests including capital stock).

As of the date of this Agreement there were 15,000 issued and outstanding shares of common stock (the “RM Shares”) and no shares of preferred stock (the “RM Preferred Shares”) of RM Enterprises (collectively, the “RM Capital Stock”). Except as disclosed on Schedule 3.02 (a) hereto, no person is entitled to any rights with respect to the issuance or transfer of the RM Capital Stock. The shares of RM Capital Stock have been issued in compliance with all Applicable Law.

As of the date of this Agreement there were 10,000 issued and outstanding Private Shares and no shares of preferred stock (the “Romantic Preferred Shares”) of Romantic (collectively, the “Romantic Capital Stock”). Except as disclosed on Schedule 3.02 (b) hereto, no person is entitled to any rights with respect to the issuance or transfer of the Romantic Capital Stock. The shares of Romantic Capital Stock have been issued in compliance with all Applicable Law.

The execution, delivery and performance of this Agreement by RM Enterprises and Romantic has been duly authorized by all necessary corporate or company action, as the case may be, and this Agreement constitutes the valid and binding obligation of each of RM Enterprises and Romantic, enforceable against them in accordance with its terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors’ rights. The execution and consummation of the transactions contemplated by this Agreement and compliance with its provisions by RM Enterprises and Romantic will not violate any provision of Applicable Law and will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, any of their respective certificates of incorporation or bylaws, or, in any material respect, any indenture, lease, loan agreement or other agreement instrument to which any of RM Enterprises and Romantic is a party or by which they or any of their properties are bound, or any decree, judgment, order, statute, rule or regulation applicable to each of RM Enterprises and Romantic except to the extent that any breach or violation of any of the foregoing would not constitute or result in a Material Adverse Effect.

Except as disclosed on Schedule 3.04 hereof, and with the exception of Romantic, neither RM Enterprises nor Romantic has any subsidiaries.

RM Enterprises is the Sole Stockholder. There is no other holder of the Private Shares.

No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or other foreign governmental authority, instrumentality, agency or commission or any third party (other than RM Enterprises as the Sole Stockholder of the Private Shares), including a party to any agreement with RM Enterprises or Romantic, is required by or with respect to RM Enterprises or Romantic in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable securities laws thereby, and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.

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Romantic’s unaudited balance sheet and accompanying income statement and statement of cash flow prepared for its fiscal year ended May 31, 2000, Romantic’s audited balance sheet and accompanying income statement and statement of cash flow prepared for its fiscal year ended May 31, 2001, and Romantic’s unaudited balance sheets and the accompanying income statements and statements of cash flow for the period from June 1, 2001 through February 28, 2002 (the “Romantic Financial Statements Date”) attached hereto as Exhibit B (collectively, the “Romantic Financial Statements”) are true, correct and complete and accurately reflect the financial condition of Romantic as of each of such dates. Except as set forth in Schedule 3.07 attached hereto and/or as otherwise disclosed in writing to Azurel, the Romantic Financial Statements fairly present the financial condition of Romantic and the results of its operations and cash flows as of the dates thereof, and have been prepared in accordance with GAAP consistently applied. The Romantic Financial Statements include all adjustments necessary to present fairly the information for such period.

There is no action, suit, investigation, audit or proceeding pending against, or to the best knowledge of RM Enterprises or Romantic, threatened against or affecting, RM Enterprises or Romantic or any of their assets or properties before any court or arbitrator or any governmental body, agency or official.

There is no agreement (non-compete or otherwise), commitment, judgment, injunction, order or decree to which RM Enterprises or Romantic is a party or otherwise binding upon RM Enterprises or Romantic which has or may have the effect of prohibiting or impairing any business practice of Romantic, any acquisition of property (tangible or intangible) by Romantic or the conduct of business by Romantic. Without limiting the foregoing, neither RM Enterprises nor Romantic has entered into any agreement under which Romantic is restricted from selling, licensing or otherwise distributing any of its technology or products to or providing services to, customers or potential customers or any class of customers, in any geographic area, during any period of time or in any segment of the market.

Except as set forth in Schedule 3.10 (a) attached hereto and/or as otherwise disclosed in writing to Azurel, Romantic is not indebted to any officer or director of RM Enterprises or Romantic (except for compensation and reimbursement of expenses incurred in the ordinary course of business), and no such person is indebted to RM Enterprises or Romantic, except as disclosed on Schedule 3.10 (b) hereof or in the Romantic Financial Statements.

To the Knowledge of RM Enterprises or Romantic, the businesses of RM Enterprises and Romantic and the have not been, and are not being, conducted in violation of any Applicable Law, except for possible violations which individually or in the aggregate have not had and are not reasonably likely to have a Material Adverse Effect. No investigation or review by any governmental entity with respect to RM Enterprises or Romantic is pending or, to the Knowledge of RM Enterprises or Romantic, threatened, nor has any governmental entity indicated an intention to conduct the same, except for investigations or reviews which individually or in the aggregate would not have, nor be reasonably likely to have, a Material Adverse Effect.

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Schedule 3.12 accurately lists each consent, license, permit, grant or other authorization issued to RM Enterprises or Romantic by a governmental entity (i) pursuant to which RM Enterprises or Romantic currently operates or holds any interest in any of their properties or (ii) which is required for the operation of the business of Romantic or the holding of any such interest (collectively, the “Romantic Authorizations”). The Romantic Authorizations are in full force and effect and constitute all Romantic Authorizations required to permit Romantic to operate or conduct its business or hold any interest in its properties or assets.

Since the Romantic Financial Statements Date there has not been:

(i)  any event, occurrence, development or state of circumstances or facts which would, individually or in the aggregate, have a Material Adverse Effect on Romantic;

(ii)  any amendment of any material term of any outstanding security of Romantic;

(iii)  any incurrence, assumption or guarantee by Romantic of any indebtedness for borrowed money;

(iv)  any creation or other incurrence by Romantic of any Lien on any material asset;

(v)  the making of any loan, advance or capital contributions to or investment in any Person;

(vi)  any damage, destruction or other casualty loss (whether or not covered by insurance) affecting the business or any asset(s) of Romantic which would, individually or in the aggregate, have a Material Adverse Effect on Romantic;

(vii)  any transaction or commitment made, or any contract or agreement entered into, by Romantic or any relinquishment by Romantic of any contract or other right;

(viii)  any change in any method of accounting, method of tax accounting, or accounting practice by Romantic;

(ix)  any (a) grant of any severance or termination pay to any current or former director, officer or employee of Romantic, (b) increase in benefits payable under any existing severance or termination pay policies or employment agreements, (c) entering into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any current or former director, officer or employee of Romantic, (d) establishment, adoption or amendment (except as required by applicable law) of any collective bargaining, bonus, profit sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any current or former director, officer or employee of Romantic, or (e) increase in compensation, bonus or other benefits payable or otherwise made available to any current or former director, officer or employee of Romantic;

(x)  any labor dispute, other than routine individual grievances; or

(xi)  any tax election or any settlement or compromise of any tax liability, in either case that is material to Romantic.

Since the Romantic Financial Statements Date, except for as contemplated by this Agreement or in the Romantic Financial Statements, Romantic:

(i)  has operated its businesses substantially as it was operated prior to that date and only in the ordinary course;

(ii)  has not declared or otherwise become liable with respect to any dividend or distribution of cash, assets or capital stock;

(iii)  has maintained or kept current its books, accounts, records, payroll, and filings in the usual and ordinary course of business, consistent in all material respects with past practice; and

(iv)  has not made any capital expenditure, commitment or investment other than in the ordinary course of business.

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Except as set forth on Schedule 3.15 hereto, there are no liabilities or debts of RM Enterprises or Romantic of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability or debt.

(i)  RM Enterprises and Romantic have made available to Azurel a list of all accounts receivable of Romantic (“Accounts Receivable”) as of March 1, 2002 along with a range of days elapsed since the date of each invoice.

(ii)  Except as set forth on Schedule 3.16(a), all Accounts Receivable of Romantic arose in the ordinary course of business and are collectible except to the extent of reserves therefor set forth in the Romantic Financial Statements Date. Except as set forth on Schedule 3.16(b), no person has any Lien on any of such Accounts Receivable and no request or agreement for deduction or discount has been made with respect to any of such Accounts Receivable.

Each of RM Enterprises and Romantic has obtained and maintained in full force and effect insurance with responsible and reputable insurance companies or associations in such amounts, on such terms and covering such risks, including fire and other risks insured against by extended coverage, as is reasonably prudent. With respect to the insurance policies and fidelity bonds covering the assets, business, equipment, properties, operations, employees, officers and directors of Romantic, there is no claim by RM Enterprises or Romantic pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed by the underwriters of such policies or bonds. All premiums due and payable under all such policies and bonds have been paid and RM Enterprises and Romantic are otherwise in material compliance with the terms of such policies and bonds (or other policies and bonds providing substantially similar insurance coverage). Neither RM Enterprises nor Romantic has Knowledge of any threatened termination of, or material premium increase with respect to, any of such policies.

Romantic does not own any real property. All of the assets of Romantic, except those disposed of in the ordinary course of business, are free and clear of all Liens, security interests, charges and encumbrances, except (i) as disclosed on the Romantic Financial Statements, (ii) Liens for current taxes not yet due and payable, (iii) Liens in favor of any lessor with respect to capital lease obligations disclosed in Schedule 3.18 attached hereto, (iv) such imperfections of title or zoning restrictions, easements or encumbrances, if any, as do not materially interfere with the present use of such property or assets, and (vi) Liens which arise by operation of law.

Except for: (i) contracts with clients and other contracts executed by Romantic in the ordinary course of business; (ii) employment agreements with officers; and (iii) other material contracts which are listed on Schedule 3.19(a) hereof, Romantic is not a party to or bound by any material indenture, lease, license, loan agreement, other agreement or other instrument (collectively, the “Material Contracts”). Except as disclosed on Schedule 3.19(b) hereof, Romantic’s Material Contracts are enforceable in accordance with their respective terms, and to the knowledge of RM Enterprises and Romantic, Romantic is not in violation of, and has received no notice of being in violation of such Material Contracts.

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The execution and delivery by RM Enterprises and Romantic of this Agreement and the consummation by RM Enterprises and Romantic of the transactions contemplated hereby and performance of their obligations hereunder do not and will not (i) violate the Certificate of Incorporation or Bylaws of either RM Enterprises or Romantic, (ii) violate any applicable law, rule, regulation, judgment, injunction, order or decree, (iii) require any consent or other action by any Person under, constitute a default under, result in a violation of, conflict with, or give rise to any right of termination, cancellation or acceleration of any right or obligation of either RM Enterprises or Romantic, or to a loss of any benefit to which either of RM Enterprises or Romantic is entitled under any provision of any agreement or other instrument binding upon either of RM Enterprises or Romantic, or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of either RM Enterprises or Romantic, or (iv) result in the creation or imposition of any Lien (as defined herein) on any asset of either RM Enterprises or Romantic.

Romantic is not a party to any collective bargaining agreement and, to the Knowledge of RM Enterprises and Romantic, no organizational efforts are presently being made with respect to any employees of Romantic. Romantic has complied in all material respects with all applicable laws (including, but not limited to, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and regulations relating to employment matters including, but not limited to, those relating to wages, hours, discrimination and payment of social security and similar taxes.

Romantic has filed all material Tax Returns required by it and has paid all Taxes shown thereon to be due, except as reflected in the Romantic Financial Statements and except for Taxes being contested in good faith. Except as disclosed in the Romantic Financial Statements, there is no material claim for Taxes that is a lien against the property of Romantic other than liens for taxes not yet due and payable. Romantic has not received notification of any audit of any Tax Return of Romantic being conducted or pending by a Tax Authority where an adverse determination could have a Material Adverse Effect, no extension or waiver of the statute of limitations on the assessment of any taxes has been granted by Romantic which is currently in effect, and Romantic is not a party to any agreement, contract or arrangement with any Tax Authority, which may result in the payment of any material amount in excess of the amount reflected on the Romantic Financial Statements.

Except as disclosed on Schedule 3.23 hereof, Romantic has title to all material patents, trademarks or trade secrets, or adequate licenses and rights to use the patents, trademarks, copyrights, trade names and trade secrets of others, necessary to the conduct of its business. The business of Romantic is being carried on without known conflicts with patents, licenses, trademarks, copyrights, trade names and trade secrets of others and, to the Knowledge of RM Enterprises and Romantic, no other persons are conducting their businesses in conflict with patents, licenses, trademarks, copyrights, trade names and trade secrets used by Romantic.

To the Knowledge of RM Enterprises and Romantic: (i) Romantic has obtained all material permits and licenses which are required in connection with its business under all applicable laws and regulations relating to pollution or protection of the environment (the “Environmental Laws”) and is in material compliance therewith; (ii) Romantic has at all times conducted its business in material compliance with all Environmental Laws and Romantic has not received any written notice of any past, present or future events, conditions or circumstances, which would interfere with or prevent material compliance or continued material compliance with any Environmental Laws or which form the basis of any material claim, demand or investigation, based on or related to Romantic’s business or other activities; (iii) there is no civil, criminal or administrative action or proceeding pending or threatened against Romantic, arising under any Environmental Laws; and (iv) there does not exist, and at no time since Romantic acquired any premises leased or used by it, has there existed any conditions that Romantic believes would require remediation by Romantic under any Environmental Laws.

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Schedule 3.25 hereof lists each employment agreement between Romantic and any director, officer or employee of Romantic and copies of all such agreements have been provided to Azurel prior to the date hereof. Except as provided in such employment agreements, all other employees of Romantic are terminable at will without expense or liability to Romantic other than as may be set forth in said Schedule 3.25 attached hereto or as may be required by law.

The information supplied by RM Enterprises and Romantic specifically for inclusion in the Proxy Statement (as defined in Section 4.03) to be sent to the Azurel Stockholders shall not, on the date the Proxy Statement is first mailed or delivered to the Azurel Stockholders contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which it was made, not misleading or omit to state any material fact necessary to correct any statement in any earlier communication to the Azurel Stockholders with respect to this Agreement which has become false or misleading. Notwithstanding the foregoing, neither RM Enterprises nor Romantic makes any representation or warranty with respect to any information supplied by Azurel or Azurel Sub which is contained in any of the foregoing documents.

To the Knowledge of each of RM Enterprises and Romantic and except as set forth in Schedule 3.27 attached hereto, there are no pending or threatened material claims against Romantic for any work performed by Romantic for any client, including but not limited to, any services rendered under any warranties.

Romantic has not incurred, nor will it incur, directly or indirectly, any liability for brokers’ or finders’ fees or agents’ commissions or investment bankers’ fees or any similar charges in connection with this Agreement or any transaction contemplated hereby.

The Board of Directors of each of RM Enterprises and Romantic has approved this Agreement and the transactions contemplated hereby. RM Enterprises shall have approved this Agreement in its capacity as the Sole Stockholder.

The representations and warranties of RM Enterprises and Romantic contained in this Article III of this Agreement or to be furnished in or in connection with documents mailed or delivered to the stockholders of Romantic in connection with soliciting their consent to this Agreement, do not contain or will not contain, any untrue statement of a material fact, or omit to state a material fact required to be stated herein or therein or necessary to make the statements herein or therein, in the light of the circumstances under which they were made, not misleading.

ARTICLE IV
CERTAIN COVENANTS AND AGREEMENTS

SECTION 4.01   COVENANTS OF RM ENTERPRISES AND ROMANTIC

(i)  Employment Agreements. Additionally, Azurel and/or Azurel Sub shall enter into employment agreements with such employees of Romantic as determined by Azurel, upon such terms and conditions as shall be acceptable to Azurel and such individuals. Anything to the contrary in this Section 4.02 (i) notwithstanding, (a) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall be the Chief Executive Officer of the Company, and (b) Azurel shall enter into an employment agreement with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in substantially the form attached hereto as Exhibit C.

(ii)  Resignation of Directors. Azurel shall, prior to the Closing, cause all but two of its directors to resign effective immediately subsequent to the Effective Time. In addition, Azurel agrees and accepts that three (3) designees of Romantic shall be appointed to the Board of Directors subsequent to Closing.

(iii)  The Private Placement. Prior to or simultaneously with the Closing, Azurel shall consummate a private placement (the “Private Placement”) and issue in connection therewith units (the “Units”) for a minimum amount of three hundred and fifty thousand dollars ($350,000) (the “Funds”) net of commissions payable in connection therewith. The Units shall be offered at one thousand dollars each ($1,000), each of which shall consist of a 7% convertible promissory 7% note (the “Note”) and three-year warrants the (the “Warrants”) to purchase 2,500 Public Shares at a cash only exercise price of $0.40 per share. The Notes shall be convertible into Public Shares at the option of the holder at the conversion price of $0.20 per share for an aggregate of 5,000 Public Shares per Note and mature two (2) years from the closing of the Private Placement. The Warrants shall carry demand and registration rights.

An escrow account shall be established by ▇▇▇▇▇▇▇, Savage, Kaplowitz, Wolf & Marcus, LLP to hold the Funds on behalf of the Surviving Entity until the Effective Time. Release of the Funds is contingent on Closing.

Azurel and Azurel Sub further covenant and agree that, during the period from the date of this Agreement until the Closing Date, Azurel Sub shall conduct its business as presently operated and solely in the ordinary course, and consistent with such operation, and, in connection therewith, without the written consent of RM:

(iv)  shall not amend its Certificate of Incorporation or Bylaws;

(v)  shall not pay or agree to pay to any employee, officer or director compensation that is in excess of the current compensation level of such employee, officer or director other than salary increases or payments made in the ordinary course of business or as otherwise provided in any contracts or agreements with any such employees;

(vi)  shall not merge or consolidate with any other entity or acquire or agree to acquire any other entity;

(vii)  shall not sell, transfer, or otherwise dispose of any assets required for the operations of Azurel Sub’s business except in the ordinary course of business consistent with past practices;

(viii)  shall not create, incur, assume, or guarantee any indebtedness for money borrowed except in the ordinary course of business, or create or suffer to exist any mortgage, lien or other encumbrance on any of its assets, except those in existence on the date hereof or those granted pursuant to agreements in effect on the date of this Agreement or provided by RM, Romantic and/or any of their affiliates;

(ix)  shall not make any capital expenditure or series of capital expenditures except in the ordinary course of business;

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(i)  Tax-free Reorganization. The Parties intend that the transactions contemplated hereby qualify as a reorganization under Sections 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended, and the parties will take the position for all purposes that the transactions contemplated hereby qualify as a reorganization under such Section. In addition, the Parties covenant and agree that they will not engage in any action, or fail to take any action, which action or failure to take action would reasonably be expected to cause the Merger to fail to qualify as a “reorganization” under Section 368(a) of the Code, whether or not otherwise permitted by the provisions of this Agreement;

(ii)  Announcement. Neither RM Enterprises or Romantic, on the one hand, nor either of Azurel or Azurel Sub on the other hand, shall issue any press release or otherwise make any public statement with respect to this Agreement or the transactions contemplated hereby without the prior consent of the other Parties (which consent shall not be unreasonably withheld), except as may be required by applicable law or securities regulation. Notwithstanding anything in this Section 4.03 to the contrary, the Parties will, to the extent practicable, consult with each other before issuing, and provide each other the opportunity to review and comment upon, any such press release or other public statements with respect to this Agreement and the transactions contemplated hereby whether or not required by Applicable Law.

(iii)  Notification of Certain Matters. RM Enterprises and Romantic shall give prompt notice to Azurel and Azurel Sub, and Azurel and Azurel Sub shall give prompt notice to RM Enterprises and Romantic, of:

(a)  The occurrence, or nonoccurrence, of any event the occurrence, or nonoccurrence, of which would be reasonably likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time; and

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(b)  Any material failure of RM Enterprises and/or Romantic on the one hand, or Azurel and/or Azurel Sub, on the other hand, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

(iv)  Reasonable Best Efforts. Before Closing, upon the terms and subject to the conditions of this Agreement, the Parties agree to use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable (subject to applicable laws) to consummate and make effective the Merger and other transactions contemplated by this Agreement as promptly as practicable including, but not limited to:

(a)  The preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger, including without limitation, the preliminary proxy statement to be sent to the Azurel Stockholders on Schedule 14A (including the definitive and any amendments thereto, the “Proxy Statement”), and the other approvals, consents, orders, exemptions or waivers by any third party or governmental entity; and

 (b)  The satisfaction of the other Parties’ conditions precedent to Closing.

(v)  Representation of Counsel. The Parties have retained ▇▇▇▇▇▇▇, Savage, Kaplowitz, Wolf & Marcus, LLP to represent them in connection with this Agreement and all matters in connection herewith. The Parties hereby waive any right to assert a conflict associated with such collective engagement of ▇▇▇▇▇▇▇, Savage, Kaplowitz, Wolf & Marcus, LLP related hereto or thereto.

(vi)  Proxy Statement. Azurel will use its reasonable best efforts to seek the approval of the Azurel Stockholders for the Merger. As promptly as is reasonably practicable after the date of this Agreement, Azurel shall file with the SEC a Proxy Statement relating to the Merger and will call and hold a meeting of the Azurel Stockholders (the “Meeting”) for the purpose of approving and authorizing this Agreement. The Proxy Statement to be submitted to the Azurel Stockholders in connection with the Meeting will, when the Proxy Statement is mailed to the Azurel Stockholders as contemplated by this Section 4.03, contain the information required by the provisions of the GCL and the Exchange Act and the rules and regulations of the SEC thereunder. The Proxy Statement will not, at the time of mailing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements, in light of the circumstances under which they were made, not misleading, except that Azurel makes no representations as to statements or omissions regarding information solely relating to RM Enterprises or Romantic, it being the agreement of the parties that RM Enterprises and Romantic shall indemnify Azurel against liability resulting from such statements or omissions. Azurel will comply with the requirements of all federal and state securities or “blue sky” laws and the rules and regulations under such laws with respect to such corporate action and any solicitation of proxies in connection therewith.

(vii)  Access to Information

(a)  Inspection by RM Enterprises. Azurel will, and will cause Azurel Sub to, make available for inspection by RM Enterprises, during normal business hours and in a manner so as not to interfere with normal business operations, all of Azurel’s records (including tax records), books of account, premises, contracts and all other documents in Azurel’s possession or control that are reasonably requested by RM Enterprises to inspect and examine the business and affairs of Azurel. Azurel will cause its managerial employees and regular independent accountants to be available upon reasonable advance notice to answer questions of RM Enterprises concerning the business and affairs of Azurel. RM Enterprises and Romantic will treat and hold as confidential any information they receive from Azurel in the course of the reviews contemplated by this Section 4.03(vii). No examination by RM Enterprises will, however, constitute a waiver or relinquishment by RM Enterprises of its rights to rely on Azurel’s covenants, representations and warranties made herein or pursuant hereto.

(b)  Inspection by Azurel. RM Enterprises will, and will cause Romantic to, make available for inspection by Azurel, during normal business hours and in a manner so as not to interfere with normal business operations, all of RM Enterprises’ and Romantic’s records (including tax records), books of account, premises, contracts and all other documents in RM Enterprises’ and Romantic’s possession or control that are reasonably requested by Azurel to inspect and examine the business and affairs of RM Enterprises and Romantic. RM Enterprises and Romantic will cause its managerial employees and regular independent accountants to be available upon reasonable advance notice to answer questions of Azurel concerning the business and affairs of RM Enterprises and Romantic. Azurel and Azurel Sub will treat and hold as confidential any information they receive from RM Enterprises and Romantic in the course of the reviews contemplated by this Section 4.03 (vii). No examination by Azurel will, however, constitute a waiver or relinquishment by Azurel of its rights to rely on RM Enterprises’ and Romantic’s covenants, representations and warranties made herein or pursuant hereto.

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ARTICLE V
CONDITIONS PRECEDENT

SECTION 5.01   CONDITIONS PRECEDENT TO THE PARTIES’ OBLIGATIONS

SECTION 5.02   CONDITIONS PRECEDENT TO THE OBLIGATIONS OF AZUREL AND AZUREL SUB

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SECTION 5.03   CONDITIONS PRECEDENT TO THE OBLIGATIONS OF RM ENTERPRISES AND ROMANTIC

ARTICLE VI
TERMINATION, AMENDMENT AND WAIVER

SECTION 6.01   TERMINATION

SECTION 6.02   EFFECT OF TERMINATION

If this Agreement is terminated as provided in Section 6.01, written notice of such termination shall be given by the terminating Party or Parties to the other Party or Parties specifying the provision of this Agreement pursuant to which such termination is made, this Agreement shall become null and void and there shall be no liability on the part of Azurel, Azurel Sub, RM Enterprises or Romantic; provided that nothing in this Agreement shall relieve any Party from any liability or obligation with respect to any willful breach of this Agreement.

ARTICLE VII
CONFIDENTIALITY; NON-SOLICITATION; EXCLUSIVITY

SECTION 7.01   CONFIDENTIALITY

SECTION 7.02   NON-SOLICITATION

SECTION 7.03   EXCLUSIVITY

ARTICLE VIII
INDEMNIFICATION

SECTION 8.01   INDEMNIFICATION BY AZUREL

SECTION 8.02   INDEMNIFICATION BY RM ENTERPRISES

SECTION 8.03   SURVIVAL OF INDEMNIFICATION

ARTICLE IX
MISCELLANEOUS

SECTION 9.01   NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES

SECTION 9.02   EXPENSES

SECTION 9.03   APPLICABLE LAW

SECTION 9.04   NOTICES

RM Enterprises International, Ltd.

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SECTION 9.05   ENTIRE AGREEMENT

SECTION 9.06   ASSIGNMENT

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SECTION 9.07   HEADINGS; REFERENCES

SECTION 9.08   COUNTERPARTS

SECTION 9.09   NO THIRD PARTY BENEFICIARIES

SECTION 9.10   SEVERABILITY; ENFORCEMENT

[SIGNATURES ON THE FOLLOWING PAGE]

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

AZUREL, LTD.

▇▇▇ ▇▇▇▇▇▇▇▇, INC.

RM ENTERPRISES, LTD.

ROMANTIC MOMENTS, INC.

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List of Schedules

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