EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER Agreement and Plan of Merger was previously filed by the Company as an exhibit to its Current Report on Form 8-K, filed August 13, 2004 (SEC File No. 000-30831), and is incorporated herein by reference.

                                                                     EXHIBIT 2.1

                          AGREEMENT AND PLAN OF MERGER

         Agreement and Plan of Merger was previously filed by the Company as an
exhibit to its Current Report on Form 8-K, filed August 13, 2004 (SEC File No.
000-30831), and is incorporated herein by reference.