EXHIBIT 2.2







                                 PLAN OF MERGER


(a)CONSTITUENT CORPORATIONS:      Strainwise, Inc.
                                  ("SW") (A Colorado corporation)

                                  SWM Corp. ("SWMC")
                                  (A Colorado corporation)

                                  SWM is a wholly owned subsidiary of SW

(b)SURVIVING CORPORATION:         Strainwise, Inc. (A Colorado corporation)


(c) Pursuant to C.R.S. 7-111-104 and effective as of the date of the merger

    (i)    all shares of SWMC shall be cancelled;

    (ii)   all assets of SWMC shall become assets of SW;

    (iii)  all liabilities of SWMC shall be assumed by SW;

    (iv)   SWMC shall cease to exist;

    (v)    each  shareholder of SW, with the exception of 4th Grade Films,  Inc.
           ("4G"), will  receive one share of 4G's common  stock for each common
           share which such shareholder owns in SW;

    (vi)   all issued and outstanding  shares of SW, with the  exception  of the
           shares held by 4G, shall be cancelled;

    (vii)  all outstanding Series A warrants of SW will be cancelled;

    (viii) each  person  holding a Series A warrant  of SW will  receive a
           Series A warrant from 4G entitling  such person to purchase  that
           number of shares of 4G equal to the  number of shares  which such
           person could have purchased in SW pursuant to the SW warrant, and
           upon the same terms as provided in the SW warrant,

     (ix)  a warrant for the purchase of 500,000 shares of SW's common stock at
           a price of $0.10 per share, expiring on January 31, 2019  will be
           cancelled, and

     (x)   the holder of the  warrant described  in (ix)  above  will  receive a
           warrant  from 4G  entitling  such  person to purchase  that number of
           shares of 4G equal to the  number of shares  which such  person could
           have  purchased  in SW pursuant  to the SW warrant, and upon the same
           terms as provided in the SW warrant.