EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER This Merger Agreement (the "Agreement"), entered into as of August 15, 2005 by and between USG&E, Inc., a Delaware Corporation ("Newco"), USG&E Well Production, LLC, a Delaware limited liability corporation...Merger Agreement • August 15th, 2005 • USG&E, Inc. • Delaware
RECITALS:Employment Agreement • August 15th, 2005 • USG&E, Inc. • Florida
BY AND BETWEEN THOMAS CHAMBERLAIN AS LENDER AND U.S. GAS & ELECTRIC, INC. AS BORROWERLoan and Security Agreement • August 15th, 2005 • USG&E, Inc. • Florida
AGREEMENTService Agreement • August 15th, 2005 • USG&E, Inc.
U.S. Gas & Electric, Inc. 290 NW 165th Street, PH5 N. Miami Beach, Florida 33165Natural Gas Sales Agreement • August 15th, 2005 • USG&E, Inc.
RECITALS:Employment Agreement • August 15th, 2005 • USG&E, Inc. • Florida
EXHIBIT 10.8 MASTER FACTORING AGREEMENT THIS MASTER FACTORING AGREEMENT (this "AGREEMENT") is made and entered into as of the 22nd day of September, 2004, by and between U.S. GAS & ELECTRIC, INC, a corporation organized and existing under the laws of...Master Factoring Agreement • August 15th, 2005 • USG&E, Inc. • Utah
ANDConsolidated Billing and Assignment Agreement • August 15th, 2005 • USG&E, Inc.
FIRST ADDENDUM TO NATURAL GAS SALES AGREEMENT BY AND BETWEEN BIG APPLE ENERGY LLC AS SELLER AND U.S. GAS & ELECTRIC, INC. AS BUYERNatural Gas Sales Agreement • August 15th, 2005 • USG&E, Inc. • New York
Exhibit 10.2 CONTINUING GUARANTYContinuing Guaranty • August 15th, 2005 • USG&E, Inc. • New York
RECITALSSeparation, Consulting and Release Agreement • August 15th, 2005 • USG&E, Inc. • Florida
EXHIBIT 10.1 NATURAL GAS SALES AGREEMENT BY THIS NATURAL GAS SALES AGREEMENT ("AGREEMENT"), ENTERED INTO AS OF FEBRUARY 25TH, 2003, BIG APPLE ENERGY, LLC, A NEVADA CORPORATION ("SELLER"), AND U.S. GAS & ELECTRIC, INC., A DELAWARE CORPORATION ("BUYER")...Natural Gas Sales Agreement • August 15th, 2005 • USG&E, Inc. • New York
ANDConsolidated Utility Billing Service and Assignment Agreement • August 15th, 2005 • USG&E, Inc. • New York
