Exhibit 2.2 / Exhibit A, Page 22 from Agreement and Plan of Merger.


The Agreement  and Plan of Merger as originally  executed was filed in a Current
Report on Form 8K on December 9, 2005 and is  incorporated  herein by reference.
The  Agreement  and Plan of Merger was  amended as of  February  14,  2006.  The
amendment  was filed in a Current  Report on Form 8K on February 14, 2006 and is
incorporated herein by reference.




                                Page 1, EXHIBIT A