RECITALS

1
EXHIBIT 2.1

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger dated April 24, 1997, by and between
MEDICATION MANAGEMENT TECHNOLOGIES, INC., a Florida corporation with its
principal offices located at 00000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxx
00000 ("Buyer") and CYGNET LABORATORIES, INC., a California corporation with its
principal offices located at 0000 Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000
("Seller"). THE LONG FAMILY TRUST, XXXXXXX X. XXXX, TRUSTEE ("Long"), the
principal shareholder in the Seller, personally joins in and executes this
Agreement for the purpose of making the warranties, representations, covenants,
indemnities and agreements set forth in Sections 3.1, 5, 6.1, 7.1.3 and 9.1
below.

RECITALS

WHEREAS, the parties desire that Seller be merged into Buyer (the
"Merger"), with Buyer being the surviving corporation, all as more particularly
set forth herein; and

WHEREAS the Merger shall be consummated pursuant to and in accordance
with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth herein, the parties agree as follows:

SECTION 1. PLAN OF MERGER.

1.1 The Plan of Merger, Exhibit A, is incorporated herein by
reference.

SECTION 2. CLOSING.

Closing shall take place at 00000 Xxxxxxxxxx Xxxxxxxxx,
Xxxxxxxxxx, Xxxxxxx 00000, at 1:00 p.m., on February 21, 1997 (the "Closing
Date"), or at another time, date, and/or place mutually agreed to by the
parties. Closing shall be consummated by the execution and acknowledgment by
Buyer and Seller of Articles of Merger in accordance with Fla. Stat. Chapter 607
and other applicable law. The Articles of Merger executed and acknowledged shall
be delivered for filing to the Department of State as promptly as possible after
the consummation of the Closing. The Articles of Merger shall specify the
effective date and time of the Merger.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF SELLER AND LONG.

3.1 Seller and Long's Representations and Warranties. Seller
and Long jointly and severally represent and warrant to Buyer, except as set
forth on the Schedule of Exceptions

attached hereto as Schedule 3.1, as follows:

3.1.1 Capital Structure. The capitalization of
Seller is set forth on Schedule 3.1.1, which sets forth the number of
authorized, issued, and outstanding shares of each class and series of capital
stock of Seller. All of the issued and outstanding capital stock of Seller has
been duly authorized and validly issued, and is fully paid and nonassessable,
and not subject to any restriction on transfer under the Articles of
Incorporation or Bylaws of Seller or any agreement to which Seller is a party or
has been given notice. There are no outstanding subscriptions, options,
warrants, convertible securities, rights, agreements, understandings, or
commitments of any kind relating to the subscription, issuance, repurchase or
purchase of capital stock or other securities of Seller, or obligating Seller to
issue or transfer any additional shares of its capital stock of any class or any
other securities, except as stated on Schedule 3.1.1.

3.1.2 Ownership of the Shares. The shares of common
and preferred stock of Seller which Seller delivers to Buyer at Closing for
cancellation, shall be duly endorsed in blank by the true owner thereof or
accompanied by stock powers duly executed by the true owners thereof. Moreover,
all such stock shall be free and clear of any interests, security interests,
claims, liens, pledges, options, penalties, charges, other encumbrances,
buy-sell agreements, or rights of any party whatsoever.

3.1.3 Organization and Good Standing. Seller is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of California, having all requisite corporate power and
authority to own its assets and carry on its business as presently conducted.

3.1.4 Authorization; Validity. The execution,
delivery, and performance of this Agreement by Seller has been duly and validly
authorized by all requisite corporate action. This Agreement has been duly and
validly executed and delivered by Seller, and is the legal, valid, and binding
obligation of Seller, enforceable in accordance with its terms, except as
limited by bankruptcy, insolvency, moratorium, reorganization, and other laws of
general application affecting the enforcement of creditors' rights and by the
availability of equitable remedies.

3.1.5 Consents, etc. To the knowledge of Seller, no
approval, consent, waiver, or authorization of or filing or registration with
any governmental authority or third party is required for the execution,
delivery, or performance by Seller of the transactions contemplated by this
Agreement.

3.1.6 Violations. To the knowledge of Seller, the
execution, delivery, or performance of this Agreement does not and will not (i)
with or without the giving of notice or the passage of time, or both, constitute
a default, result in a breach of, result in the termination of, result in the
acceleration of performance of, require any consent, approval, or waiver, or
result in the imposition of any lien or other encumbrance upon any property or
assets of Seller, under any agreement, lease, or other instrument to which
Seller is a party or by which any of the property or

assets of Seller is bound; (ii) violate any permit, license, or approval
required by Seller to own its Assets and operate its business; (iii) violate any
law, statute, or regulation or any judgment, order, ruling, or other decision of
any governmental authority, court, or arbitrator; or (iv) violate any provision
of Seller's Articles of Incorporation or Bylaws.

3.1.7 Assets. Subject to the lien and encumbrance
in favor of the Long Family Trust as set forth in the Modification Agreement
between Seller and Long of even date herewith, as a result of the merger, Buyer
will be the sole and exclusive owner of all of the assets of Seller of every
kind, character and description, whether tangible, intangible, wherever located
(sometimes collectively referred to in this Agreement as the "Assets") used in
connection with the Business, including but not limited to the following:

(a) All furniture, fixtures, equipment,
computers, and leasehold improvements, including but not limited to those
described in Schedule 3.1.7(a);

(b) All of Seller's current assets,
including but not limited to maintenance contracts;

(c) All of Seller's right, title and
interest in and to equipment leases and other contract rights, together with all
options related thereto, if any;

(d) All of Seller's right, title and
interest in and to the lease (the "Lease") of Seller's business premises (the
"Leased Premises") located at 0000 Xxxx Xxxxxx, Xxxxxxxx, XX;

(e) All of Seller's right, title and
interest in and to the names "CYGNET LABORATORIES" and "CYGNET" and to any and
all other trade names, trademarks and their registrations, if any, used by
Seller in connection with the operation of the Business, including but not
limited to all trademarks and tradenames identified in Schedule 3.1.7(e);

(f) All of Seller's right, title and
interest in and to its customer list;

(g) All of Seller's goodwill generated
from the operation of its business;

(h) All know-how and other trade
secrets, together with all documentation thereof;

(i) All of Seller's books and records
relating to the operation of the Business;

(j) All of Seller's accounts
receivable, including those accounts receivable which are listed on Schedule
3.1.7(j);

(k) All work-in progress of the Seller,
including all revenues generated thereon after the Closing
("Work-in-Progress"); and

(l) All of Seller's software programs,
source codes and trademark/copyright protection or filings related thereto,
including but not limited to Seller's software programs and source code for
Seller's Fetal Monitoring and Point-of-Care Documentation System ("the Source
Code"); and

(m) All of customer deposits or other
customer funds held by Seller, which are listed on Schedule 3.1.7(m).

3.1.8 Title to Assets. Seller has good and
marketable title to all the Assets, free and clear of any mortgages, liens,
restrictions, encumbrances, conditional sale or security agreements, or adverse
claims, except as set forth in Schedule 3.1.8. None of the Assets are subject to
any restriction which would prevent the conveyance thereof to Buyer or prevent
or materially adversely affect the use presently made thereof by Buyer.

3.1.9 Litigation. Except as set forth on
Schedule 3.1.9, there is no litigation or proceeding filed against and served
on Seller or, to Seller's knowledge, threatened, and to Seller's knowledge,
there exists no basis or grounds for any such suit, action, proceeding, claim or
investigation, which affects the consummation of this transaction or the title
or interest of Seller to or in any of the Assets or which would prevent or
materially affect the operation by Buyer of the Business.

3.1.10 Taxes. Seller has paid all state and
federal income taxes and the employees' share of all FICA and all other state
and federal withholding taxes.

3.1.11 Products Liability Insurance. To Seller's
knowledge, Seller has in force adequate products liability insurance of a scope
and amount normal for a business of its size and nature.

3.1.12 Leases of Personal Property. To Seller's
knowledge, all leases of personal property of Seller being acquired by Buyer are
in full force and effect and are enforceable in accordance with their terms.

3.1.13 Benefit Plan. Schedule 3.1.13 contains a
complete list of all benefit plans (both insured and uninsured, including
retirement plans and welfare plans) which Seller has maintained, contributed to
or sponsored relating to the Business. All of such plans have been maintained
and administered in accordance with their terms and all legal requirements. All
benefits under such plans accruing prior to the date of closing shall be fully
funded by Seller on or

prior to the date of closing.

3.1.14 Software. To Seller's knowledge, Seller
has maintained the Source Code on a confidential basis. The Source Code is duly
owned by Seller and Seller has exclusive rights in the Source Code. Seller has
granted to no third parties any license or other rights in connection with the
Source Code, except non-exclusive, limited use licenses granted to customers in
the ordinary course of business. To Seller's knowledge, development and sale of
the Source Code by Buyer does not and will not infringe upon any copyright of
any third person. Seller further covenants and agrees to provide to Buyer all
information necessary to register the Source Code. The Source Code has been
developed by Seller and is unique.

3.1.15 Bulk Sale. Seller is not bound by any Bulk
Sale Act or similar provision which requires notice to its creditors of the
transactions contemplated herein.

3.1.16 No Brokers. No broker or other person or
legal entity is entitled to any commission or other form of fee or compensation
on account of the transactions contemplated by this Agreement.

3.1.17 Knowledge Definition. For purposes of this
Section 3, the term "to Seller's knowledge" shall mean to the actual knowledge
of Xxxxxxx Xxxxxxxx and Xxxxxxx Xxxx, without conducting any independent
investigation.

3.2 Survival of Representations and Warranties. Each of the
representations and warranties in Section 3.1 shall be deemed renewed and made
again by Seller at the Closing as if made as at that time, and shall survive the
closing until the expiration of all applicable statute of limitation periods.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF BUYER.

4.1 Buyer's Representations and Warranties. Buyer represents
and warrants to Seller as follows:

4.1.1 Capital Structure. The capitalization of
Buyer is set forth on Schedule 4.1.1, which sets forth the number of authorized,
issued, and outstanding shares of each class and series of capital stock of
Buyer. All of the issued and outstanding capital stock of Buyer has been duly
authorized and validly issued, and is fully paid and nonassessable, and not
subject to any restriction on transfer under the Articles of Incorporation or
Bylaws of Buyer or any agreement to which Buyer is a party or has been given
notice. There are no outstanding subscriptions, options, warrants, convertible
securities, rights, agreements, understandings, or commitments of any kind
relating to the subscription, issuance, repurchase, or purchase of capital stock
or other securities of Buyer, or obligating Buyer to issue or transfer any
additional shares of its capital stock of any class or any other securities,
except as stated on Schedule 4.1.1.

4.1.2 No Brokers. No broker or other person or
legal entity is entitled to any commission or other form of fee or
compensation on account of the transactions contemplated by this Agreement.

4.1.3 Organization and Good Standing. Buyer is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Florida, having all requisite corporate power and authority
to own its assets and carry on its business as presently conducted.

4.1.4 Authorization; Validity. The execution,
delivery, and performance of this Agreement by Buyer has been duly and validly
authorized by all requisite corporate action. This Agreement has been duly and
validly executed and delivered by Buyer, and is the legal, valid, and binding
obligation of Buyer, enforceable in accordance with its terms, except as limited
by bankruptcy, insolvency, moratorium, reorganization, and other laws of general
application affecting the enforcement of creditors' rights and by the
availability of equitable remedies.

4.1.5 Consents, etc. Other than as set forth on
Schedule 4.1.5, no approval, consent, waiver, or authorization of or filing or
registration with any governmental authority or third party is required for the
execution, delivery, or performance by Buyer of the transactions contemplated by
this Agreement.

4.1.6 Violations. The execution, delivery, or
performance of this Agreement does not and will not (i) with or without the
giving of notice or the passage of time, or both, constitute a default, result
in a breach of, result in the termination of, result in the acceleration of
performance of, require any consent, approval, or waiver (other than those
identified on Schedule 4.1.5), or result in the imposition of any lien or other
encumbrance upon any property or assets of Buyer, under any agreement, lease, or
other instrument to which Buyer is a party or by which any of the property or
assets of Buyer is bound; (ii) violate any permit, license, or approval required
by Buyer to own its Assets and operate its business; (iii) violate any law,
statute, or regulation or any judgment, order, ruling, or other decision of any
governmental authority, court, or arbitrator; or (iv) violate any provision of
Buyer's Articles of Incorporation or Bylaws.

4.2 Survival of Representations and Warranties. Each of the
representations and warranties in Section 4.1 shall be deemed renewed and made
again by Buyer at the Closing as if made as at that time, and shall survive the
closing until the expiration of all applicable statute of limitation periods.

SECTION 5. COVENANTS OF SELLER AND LONG.

5.1 Except as may otherwise be consented to or approved in
writing by Buyer, Seller and Long jointly and severally covenant and agree that
from the date of this Agreement and until the Closing:

5.1.1 Conduct Pending Closing. (i) The business of
Seller shall be conducted only in the ordinary course consistent with past
practices; and (ii) Seller shall not: (a) borrow any new or additional sum of
money; (b) declare or pay any dividends; (c) issue any new or additional stock;
(d) merge with any other entity; or (e) sell, transfer or convey any of Seller's
assets outside of the ordinary course of business.

5.1.2 Access to Records. Seller shall provide Buyer
and its representatives access to all records of Seller that they may reasonably
request and provide reasonable access to the properties of Seller.

5.1.3 Solicitation. Seller agrees that it will not
solicit, consider, or negotiate any offers to acquire the shares or assets of
Seller, or to provide any information or to make available any management
personnel to third parties for such purposes.

SECTION 6. CONSIDERATION.

6.1 Seller's Shareholders. Seller and Long represent and
warrant to Buyer that Schedule 6.1 is a complete and accurate list of all
persons or entities who own or hold any stock or equity interest in Seller
("Seller's Shareholders"), and the number of shares owned or held by each.

6.2 Consideration. In consideration of the Seller's
Shareholders' surrender of their respective stock in Seller, Buyer shall pay the
Seller's Shareholders the consideration which is set forth on Schedule 6.2.

SECTION 7. CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER.

7.1 Conditions Precedent. Unless, at the Closing, each of the
following conditions is either satisfied or waived by Buyer in writing, Buyer
shall not be obligated to effect the transactions contemplated by this
Agreement.

7.1.1 Representations and Warranties. The
representations and warranties of Seller and Long in this Agreement are true and
correct at the date of this Agreement and shall be true and correct as of the
Closing as if each were made again at that time.

7.1.2 Performance of Covenants. Seller and Long
shall have performed and complied in all respects with the covenants and
agreements required by this Agreement.

7.1.3 Items to be Delivered at Closing. Seller and
Long shall have tendered for delivery to Buyer the following:

(i) Delivery of Shares for Cancellation. Stock certificates
representing all of the outstanding shares of Seller's common stock; and all
the outstanding shares

of Seller's preferred stock Classes "A" and "C"; and all preferred stock Class
"B" held by Long, duly endorsed in blank or accompanied by duly executed stock
powers with all requisite transfer tax stamps attached, which shall be
subsequently cancelled.

(ii) Consents. Consents for each item listed
on Schedule 3.1.5.

(iii) Corporate Action. A certified copy of
the corporate action of Seller authorizing and approving this Agreement and the
transactions contemplated by it.

(iv) Certificate of Incumbency. A certificate
of incumbency duly executed by Seller's Secretary or Assistant Secretary.

(v) Articles of Merger. A duly executed
original of the Articles of Merger.

(vi) Legal Opinion. A written opinion of
Seller's Counsel, dated as of Closing, to the effect that:

(1) Seller is a corporation duly
organized, existing and in good standing under the laws of the State of
California. Seller has full corporate power and authority to enter into this
Agreement; to effectuate the Merger; and all corporate action required to be
taken by or on the part of Seller to enable Seller to carry out this Agreement
has been duly taken.

(2) Except as set forth in the
Schedule of Exceptions, they have no knowledge of any litigation, proceeding or
governmental investigation pending or threatened which affects the title or
interest of Seller to or in any of the Assets or which would prevent or
adversely affect the ownership, use or operation of the Seller's business by
Buyer.

(3) This Agreement and all
documents contemplated herein to be executed by Seller and delivered to Buyer at
the Closing have been duly and validly executed and delivered and are binding
upon Seller in accordance with their terms.

(4) Seller is under no duty to
comply with the California Bulk Sales Act or any similar provisions which
require notice to creditors of Seller with respect to the transactions
contemplated herein.

(vii) Certificates. Deliver all certificates
required by this Agreement with respect to representations, warranties,
covenants and conditions contained herein.

7.1.4 Proceedings and Instruments Satisfactory. All
proceedings, corporate or other, to be taken in connection with the transactions
contemplated by this Agreement, and all documents incident thereto, shall be
satisfactory in form and substance to

Buyer and Buyer's counsel, whose approval shall not be unreasonably withheld.

7.1.5 Condition of Assets. None of the Assets have been
materially damaged by fire, vandalism or other casualty prior to Closing.

SECTION 8. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER.

8.1 Conditions Precedent. Unless, at the Closing, each of the
following conditions is either satisfied or waived by Seller in writing, Seller
shall not be obligated to effect the transactions contemplated by this
Agreement.

8.1.1 Representations and Warranties. The
representations and warranties of Buyer in this Agreement are true and correct
at the date of this Agreement and shall be true and correct as of the Closing as
if each were made again at that time.

8.1.2 Items to be Delivered at Closing. Buyer shall have
tendered for delivery to Seller the following:

(i) Consents. Consents for each item listed
on Schedule 4.1.5 of this Agreement.

(ii) Corporate Action. A certified copy of
the corporate action of Buyer authorizing and approving this Agreement and the
transactions contemplated by it.

(iii) Certificate of Incumbency. A certificate
of incumbency duly executed by Buyer's Secretary or Assistant Secretary.

(iv) Articles of Merger. A duly executed
original of the Articles of Merger.

(v) Legal Opinion. A written opinion of
Buyer's Counsel dated as Closing in form and substance satisfactory to Seller to
the effect that:

(1) Buyer is a corporation duly
organized, existing and in good standing under the laws of the State of Florida.
Buyer has full corporate power and authority to execute and deliver this
Agreement, and to otherwise perform as provided by this Agreement. All corporate
action required to be taken by or on the part of Buyer to enable it to carry out
this Agreement has been duly taken; and

(2) They have no knowledge of any
litigation, proceeding or governmental investigation pending or threatened which
affects Buyer or which should prevent or adversely affect Buyer's ownership, use
and operation of the Assets.

(3) This Agreement and all
documents contemplated herein to be executed by Buyer and delivered to Seller at
the Closing have been duly and validly executed and delivered and are binding
upon Buyer in accordance with their terms.

(vi) the consideration payable to the
Seller's Shareholders, in accordance with Schedule 6.2;

(vii) Cygnet shall have duly executed and
delivered to Long the Modification Agreement and the New Note and the Amended
and Restated Security Agreement contemplated thereby, and filed UCC-1 forms with
respect thereto in the States of California and Florida.

SECTION 9. INDEMNIFICATION.

9.1 Indemnification by Seller and Long. Seller and Long shall
jointly and severally indemnify, defend and hold harmless Buyer against and in
respect of all damages, loss, cost or expense of Buyer resulting from any
misrepresentation, breach of warranty, or nonfulfillment of any agreement on the
part of the Seller under this Agreement; all claims, actions, suits,
proceedings, losses, obligations, liabilities, demands, assessments, judgments,
costs and expenses incident to any of the foregoing. Buyer's sole and exclusive
remedy for breaches of representations and warranties and for the obligations
set forth in this Section 9.1 as they relate to Long shall be the right of
offset against any payments due or to become due to Long pursuant to that
certain Modification Agreement between Seller and Long. Moreover, to the extent
any misrepresentation, breach of warranty or nonfulfillment of any agreement by
Seller relates to a liability of Seller which is, or is capable of being,
discharged in bankruptcy, then Buyer shall not offset any payments due Long.

9.2 Indemnification by Buyer.

9.2.1 Indemnity. Buyer shall indemnify and hold harmless
Seller, against and in respect of all damages, loss, cost or expenses of Seller
resulting from any misrepresentation, breach of warranty, or nonfulfillment of
any agreement on the part of the Buyer under this Agreement, or from any
misrepresentation in, or omission from, any certificate or other instrument
furnished or to be furnished by Buyer to Seller under this Agreement, including
but not limited to all claims, actions, suits, proceedings, losses, obligations,
liabilities, demands, assessments, judgments, costs and expenses incident to any
of the foregoing.

9.2.2 Officers and Directors. Buyer further agrees to
indemnify and hold harmless all persons who are officers and/or directors of
Seller on the Closing Date against any and all claims arising out of the Merger,
or the structure of the transaction between Seller and Buyer as a merger. This
indemnity shall not apply to any claims against Long for actions taken in his
capacity as a creditor of the Seller.

9.3 Indemnification Procedure. Should any claim
covered by the foregoing indemnity be asserted against any person indemnified by
the foregoing indemnity (an "Indemnified Party"), the Indemnified Party shall
notify Buyer promptly and give it an opportunity to defend the same, and the
Indemnified Party shall extend cooperation to Buyer in connection with such
defense. In the event the Buyer fails to defend the same within a reasonable
time, the Indemnified Party shall be entitled to assume the defense thereof, and
Buyer shall be liable to repay the Indemnified Party for its expenses reasonably
incurred in connection with the defense, including reasonable attorney's fees
and settlement payments.

9.4 Survival of Indemnity. All provisions contained
herein relating to indemnity shall survive the Closing.

SECTION 10. NOTICES. Any notice, request, demand, or
communication required or permitted to be given by any provision of this
Agreement shall be deemed to have been delivered, given, and received for all
purposes if written and (i) if delivered personally, by facsimile, or by
courier or delivery service, at the time of such delivery; or (ii) if directed
by registered or certified United States mail, postage and charges prepaid,
addressed to the intended recipient, at the address specified below, two
business days after such delivery to the United States Postal Service.

If to Buyer:

MEDICATION MANAGEMENT TECHNOLOGIES, INC.
00000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attn.: Xxxx X. Xxxxxx

with copy to:

Xxxxxxx X. Xxxxx, Esquire
Xxxxx, X'Xxxxxx, Xxxxxxxx & Xxxxxx, P.A.
First Union Center, Suite 1190
000 Xxxxx Xxxxxx Xxxxx
Post Xxxxxx Xxx 000
Xxxxx, Xxxxxxx 00000-0000

and

Xxxxxxx X. Xxxxxxx, III, Esquire
Massari, Bell, Jacobs, Forlizzo & Xxxx
One Urban Center, Suite 695
0000 Xxxx Xxxxxxx Xxxxxxxxx
Xxxxx, Xxxxxxx 00000

If to Seller:

CYGNET LABORATORIES, INC.
0000 Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000

If to Long:

Xxxxxxx X. Xxxx
0000 Xxxxxxxxxxxxxx Xxxxx Xxxx
Xxxx Xxxxxx Xxx 000
Xxxxxxxxx, Xxxxxx 00000

Any party may change the address to which notices are to be mailed by giving
notice as provided herein to all other parties.

SECTION 11. MISCELLANEOUS.

11.1 Entire Agreement. This Agreement, the Exhibits, and the
Schedules, including the Plan of Merger and the Articles of Merger and their
exhibits and schedules, contain all of the terms and conditions agreed upon by
the parties with reference to the subject matter and supersede any and all
previous agreements, representations, and communications between the parties,
whether written or oral. This Agreement, including its Exhibits and Schedules,
may not be modified or changed except by written instrument signed by all of the
parties, or their respective successors or assigns.

11.2 Assignment. This Agreement shall not be assigned or
assignable by Seller or Buyer without the express written consent of the other
party. This Agreement shall inure to the benefit of and be binding upon the
parties and their respective successors and assigns.

11.3 Captions. All section, schedule, and exhibit headings are
inserted for the convenience of the parties and shall not be used in any way to
modify, limit, construe, or otherwise affect this Agreement.

11.4 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original and which together
shall constitute one and the same instrument.

11.5 Waiver. Each of the parties may, by written notice to the
other, (i) extend the time for the performance of any of the obligations or
other actions of the other party; (ii) waive any inaccuracies in the
representations or warranties of the other party contained in this

Agreement or in any document delivered pursuant to this Agreement; (iii) waive
compliance with any of the covenants of the other party contained in this
Agreement; or (iv) waive, in whole or in part, performance of any of the
obligations of the other party. No action taken pursuant to this Agreement,
including, but not limited to, the consummation of the Closing or any knowledge
of or investigation by or on behalf of any party, shall be deemed to constitute
a waiver by the party taking such action, possessing such knowledge, or
performing such investigation or compliance with the representations,
warranties, covenants, and agreements contained herein. The waiver by any party
of a breach of any provision of this Agreement shall not operate or be construed
as a waiver of any subsequent or similar breach.

11.6 Controlling Law. This Agreement has been entered into
the State of Florida and shall be governed by and construed and enforced in
accordance with the laws of Florida.

11.7 Gender. Whenever in this Agreement the context so
requires, references to the masculine shall be deemed to include the feminine
and the neuter, references to the neuter shall be deemed to include the
masculine and the feminine, and references to the plural shall be deemed to
include the singular and the singular to include the plural.

11.8 Further Assurances. Each of the parties shall use all
reasonable efforts to bring about the transactions contemplated by this
Agreement as soon as practicable, including the execution and delivery of all
instruments, assignments, and assurances, and shall take or cause to be taken
such reasonable further or other actions necessary or desirable in order to
carry out the intent and purposes of this Agreement.

11.9 Attorneys' Fees. In the event a lawsuit is brought to
enforce or interpret any part of this Agreement or the rights or obligations of
any party to this Agreement, the prevailing party shall be entitled to recover
such party's costs of suit and reasonable attorney's fees, through all appeals.

11.10 References to Agreement. The words "hereof," "herein,"
"hereunder," and other similar compounds of the word "here" shall mean and refer
to the entire Agreement and not to any particular section, article, provision,
annex, exhibit, schedule, or paragraph unless so required by the context.

11.11 Schedules and Exhibits. Schedules and Exhibits to this
Agreement (and any references to any part or parts of them) shall, in each
instance, include the Schedules or Exhibits (as the case may be) attached hereto
as well as any amendments thereto (in each such case). All such Schedules and
Exhibits shall be deemed an integral part hereof, and are incorporated herein by
reference.

11.12 Venue; Jurisdiction. The venue for determination of any
disputes relating to the transactions contemplated by this Agreement shall be
Pinellas County, Florida. The parties consent to venue and jurisdiction in
Pinellas County, Florida, and waive all objections thereto.

11.13 Severability. Each section, subsection, and lesser
section of this Agreement constitutes a separate and distinct undertaking,
covenant, and/or provision. In the event that any provision of this Agreement
shall finally be determined to be unlawful, such provision shall be deemed
severed from this Agreement, but every other provision of this Agreement shall
remain in full force and effect.

11.14 Rights in Third Parties. Except as otherwise
specifically provided, nothing expressed or implied in this Agreement is
intended, or shall be construed, to confer upon or give any person, firm, or
corporation, other than the parties and their respective stockholders or
shareholders, any rights or remedies under or by reason of this Agreement.

11.15 Expenses. Each party shall pay its own expenses in
connection with the negotiation and consummation of the transactions
contemplated by this Agreement.

11.16 Arbitration. Any dispute or controversy arising out of
with or relating to this Agreement, any document or instrument delivered
pursuant to or in connection with this Agreement, or any breach of this
Agreement or any such document or instrument shall be resolved by arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association then prevailing. Such arbitration shall take place in Pinellas
County, Florida before an arbitrator chosen and in accordance with such rules.
Any decision rendered by the arbitrator shall be final and may be entered as a
judgment in the courts of the State of Florida. The cost associated with the
arbitration proceedings, including reasonable attorneys fees incurred therein,
shall be allocated by the arbitrator to the prevailing party or as they may
otherwise deem appropriate.

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

WITNESSES: MEDICATION MANAGEMENT TECHNOLOGIES,
INC., a Florida corporation

By:
------------------------- -----------------------------
President
-------------------------

CYGNET LABORATORIES, INC.,
a California corporation

By:
------------------------- ---------------------------
Director
-------------------------

THE LONG FAMILY TRUST

By:
------------------------- -----------------------------
XXXXXXX X. XXXX, Trustee

-------------------------

Schedule 3.1

Schedule of Exceptions

The following are exceptions to the representations and warranties of
Cygnet Laboratories, Inc. (the "Seller") and Xxxxxxx X. Xxxx ("Long") contained
in that certain Agreement and Plan of Merger dated April 24, 1997 (the
"Agreement") and should be considered to be incorporated into and an integral
part of the Agreement. Any information disclosed herein shall be deemed
disclosed and incorporated into any section under the Agreement to the extent
that such disclosure reasonably specifies the relevant facts necessary for a
reasonable determination that the exception expressed in such disclosure would
also apply to such other sections of the Agreement or is cross referenced. Any
terms defined in the Agreement shall have the same meaning when used in the
Schedule of Exceptions, unless the context otherwise requires.

1. Status of Financial Records

The most recent balance sheet and income statement dated 11/30/96, the
end of the fiscal year for Cygnet, do not accurately reflect the
financial condition of the company at that time. For instance, the
trade receivables of $469,253.19 are significantly inflated above the
actual figure which currently is less than two hundred thousand
dollars. No financial statements have been prepared since the end of
the fiscal year. Also, since no payables have been entered into the
accounting system since last November, the estimate for accounts
payable of $141,203.40 as of 2/15/97 was calculated by manual
tabulation of the invoice amounts. Medication Management Technologies
will be assuming all accounts payable as a consequence of this
transaction.

2. Royalty Dispute with Hassan and Xxxxxx Xxxxxx

The Arafehs have named as an arbitrator an attorney in their law firm,
Siner, Steinbock, Xxxxxxx & Xxxxxxxxxxx. They contend that
approximately $150,000 is due them under their interpretation of the
royalty agreement, while the position of Cygnet is that they have been
overpaid by several thousand dollars. The Arafehs also claim an
ownership interest in the Cygnet software. The royalty agreement and
other documentation related to the dispute have been provided to
Medical Technology Systems.

3. Customization Backlog

A significant backlog of undetermined magnitude exists with respect to
obligations to customers for the customization of their forms and
menus. This is due in large part to the recently ended practice of
allowing customers the customization of an unlimited number of forms
and menus. A couple of tools have been partially developed to make
Cygnet personnel more productive in performing this task, but this
development effort is not complete.

4. FDA Record Status

While FDA mandated records and files were apparently maintained for the
DOS version of the Cygnet product, much work remains to be done with
respect to the Windows NT version of the product. Documentation
pertaining to the FDA certification of the product has been separately
forwarded.

5. November 15, 1996 Payroll Deficiencies

With the exception of the employees currently employed, only fifty
percent of the salaries were provided for the payroll due on November
15, 1996. Also, no pay was provided for accrued vacation or
compensatory time for either current or former employees. Expenses and
other obligations may not have been satisfied. In at least three cases,
less than fifty percent of the November 15, 1996, payroll was
satisfied.

6. Status of Customer Contracts

It is known that in some cases, sales and installations have occurred
without the execution of a contract. A recent example of this practice
is Xxxxx Peninsula Hospital. The customer files at the Cygnet office in
Xxxxxxxx can be reviewed to determine the status of contracts on a
customer by customer basis.

7. Customer Deposits and Unearned Warranty Income

While separate schedules have been prepared for the customer deposits
and the unearned portion of warranty income received during the past
year, no funds are on deposit reflecting these amounts. As a
consequence of the merger Medication Management Technologies will be
assuming these obligations.

8. Employee Confidentiality Agreements

A file of Employee Invention and Non-Disclosure agreements is
maintained at the Cygnet office. It is unclear as to whether this file
is complete, whether all employees signed these agreements, or whether
any procedure was in place to insure compliance with the terms of this
agreement. A similar document was utilized for contractors.

9. Stock Option Agreements

A blank form of the stock option agreement has been included as an
attachment. On file at the Cygnet office in Xxxxxxxx are signed
originals of executed option agreements. However, this file may not be
complete or accurate. It is not known whether option agreements were
signed for all granted options. A copy of the blank option form has
been previously provided.

10. Liability Insurance Refund

A refund in the amount of $9,558.00 is due Cygnet for overpayment of
product liability and other commercial insurance during the latter part
of 1996. We were advised in December of 1996 that a refund would be
made, but the amount had not been determined. Last week the exact
amount of the refund was communicated to the company. Since this refund
represents funds that would have been received by Cygnet either before
and after a bankruptcy filing if an asset sale had taken place, it
follows that it should be paid to he selling shareholders. Further,
unlike the receivables, no effort or work will be required on the part
of the acquiring entity to collect this amount. Therefore, upon receipt
of the refund, Medication Management Technologies will endorse the
check to Xxxxxxx and Xxxxxx for deposit in their trust account for
payment of legal fees that have escalated as a consequence of the
change of the transaction from and asset acquisition to a merger.

11. Federal and State Withholding

Beginning with payroll on November 15, 1996, only the employee portion
of payroll taxes have been submitted. The employer portion was not paid
due to the plant to file for bankruptcy after disposition of selected
assets.

12. Sales Personnel Draws, Expenses, and Computers

It is likely that some sales personnel may owe the company money while
others may be owed money by the company. The status of unpaid salary,
draws, expenses and commissions has not been maintained. Also, it is
likely that most if not all of the former sales representatives still
have notebook computers belonging to the company.

13. Leased Office Space

Lease payments are due the landlord for the months of January and
February 1997, for the space occupied on third floor at 0000 Xxxx
Xxxxxx. A copy of the lease agreement has been forward to Medical
Technology Systems. On January 3, 1997, a three day notice to pay rent
and to perform covenants or quit was delivered to the Cygnet office.
Subsequent to that date Medication Management Technologies has
indicated that a new lease was negotiated with the landlord as of
3/1/97 the Cygnet office was relocated to the first floor of the
building.

14. State of California Labor Commissioner Claims

At least five former Cygnet employees have filed claims with the
Department of Industrial Relations regarding non-payment of wages,
vacation pay, and business expenses. The company has not responded to
or disputed any of the claims. Employees who have submitted claims so
far include the following:

Xxxx Xxxx State Case # 12-27998-1-ES
Xxxxxxx X. Xxxxxxxx State Case # 12-27998-2-ES

Xxx Xxxx State Case # 12-27998-3-ES
Xxxxx Xxxxxxx State Case # 12-27998-4-ES
Xxxx Xxxxx State Case # 12-27998-5-ES

15. Option Agreement Execution

While the first option period fee of $17,000 for Medical Technology
Systems was paid in full, only $11,000 was paid for the second period.
While Cygnet honored the commitment not to negotiate with other
potential buyers, the additional $6,000 was not requested since it was
not needed for operational expenses during the second option period.
The pricing of the option fee was in part based on what the anticipated
operating costs would be for each two-week option period. Therefore, no
claim will be made for the balance of the option extension fee.

16. Garnishment Summons

Cygnet was recently notified of a series of garnishment summons being
served on the following hospitals in the state of Virginia:

Centra Health dba Virginia Baptist Hospital
Chesapeake General Hospital

These actions were taken on behalf of MedSearch Systems, Inc., as a
result of the arbitration settlement last December which was not
contested by Cygnet Laboratories.

17. Additional Compensation

A special arrangement had been made with Xxxx Xxxxxxxx to provide him
with an additional $250 per month as compensation for the some of the
unusual demands of his job. It is paid as and expense reimbursement to
coincide with the end of the month payroll.

18. Reimbursement for Prince George's Hospital Center Nurses

A claim for reimbursement of automobile and lodging expenses incurred
during attendance of a training session at cygnet has been submitted
by three nurses at Prince Xxxxxx hospital. Xxx Xxxxxx had verbally
approved this commitment in order to improve a situation involving the
use of the Cygnet product at the hospital. The amount of the claim is
$1,371.75, and the contact at the hospital is Xxxxxx X. Xxxxxxxx at
(000) 000-0000. The commitment was confirmed in writing by a memo from
Xxxxxxx X. Xxxxxxxx, Xxx Xxxxxx'x assistant, to Xxxxxx Xxxxxxxx on
November 1, 1996.

19. Delinquent Status of Equipment Leases

The lease on the Canon copier with IKON Capital is in arrears in the
amount of $1,661.50. The account number is 00000118065-57301, and the
lease expires on 6-28-97. The postage

meter lease with NEOPOST is in arrears in the amount of $343.16. The
account number is 0000000, and the lease expires on 11-04-97.

20. Miscellaneous State Taxes

Communications are periodically received regarding the demand for,
refund of, or notice of eligibility for refund of various types of
taxes in other states. The amount involved is typically less than one
hundred dollars, and occasionally exceeds that amount. At this point in
time it is anticipated that the payment status of such taxes is that
only a few hundred dollars is outstanding, and that eventual refunds
will reduce that amount.

21. Demands by Hospitals for Source Code

At least two hospitals have requested in writing the source code for
the Cygnet product as a consequence of the letter send to all customers
in late November that discussed cash flow problems. The University of
Pennsylvania Medical Center Hospital and Xxxx Xxxxx medical Center have
made such a request. No response was made to either hospital. The HUP
letter cited contract language obligating the company (Cygnet) to
notify UPMC 60 days prior to discontinuation of business or change in
ownership. Cygnet has not notified any customer of the imminent merger
transaction.

22. Incomplete and Missing Schedules and Exhibits

Some of the schedules and exhibits referenced in the merger document
are either not provided or are incomplete. Some of the material has
been previously provided under separate cover. Other items are
incomplete because the information is either not available or personnel
resources are not available to compile the necessary data on a timely
basis. All of the Exhibits and Schedules specified in the Modification
Agreement and the Agreement and Plan of Merger are either included in
closing documents or have been previously supplied except as annotated
in the following listing.

Modification Agreement

Exhibit A - the Notes ($1,713,000)
Exhibit B - Security Agreement and UCC-1 Financing Statement
Exhibit C - Accounts Receivable

Agreement and Plan of Merger

Exhibit A - Plan of Merger
Schedule 3.1 - Schedule of Exceptions
Schedule 3.1.1 - Capitalization of Seller
Schedule 3.1.5 - Violations (not provided)
Schedule 3.1.7(a) - Furniture & Equipment
Schedule 3.1.7(d) - Leases of Business Premises
Schedule 3.1.7(j) - Accounts Receivable
Schedule 3.1.7(m) - Customer Deposits
Schedule 3.1.8 - Title to Assets Exceptions
Schedule 3.1.9 - Litigation
Schedule 3.1.13 - Benefit Plan (supplied as Insurance Plan and
401K Plan)
Schedule 6.1 - Seller's Shareholders

SCHEDULE 3.1.1

Capitalization of Seller

The number of authorized, issued and outstanding shares of each class
and series of capital stock of Seller is as follows:

COMMON STOCK:
-------------

Number of issued and outstanding shares: 2,420,000
Number of Treasury Stock shares: 0
Number of authorized but unissued shares 7,580,000
---------
Total number of authorized shares: 0,000,000

SERIES "A" PREFERRED STOCK:

Number of issued and outstanding shares: 3,770,000
Number of Treasury Stock shares: 0
Number of authorized but unissued shares: 0
---------
Total number of authorized shares: 3,770,000

SERIES "B" PREFERRED STOCK:

Number of issued and outstanding shares: 757,804
Number of Treasury Stock shares: 0
Number of authorized but unissued shares: 242,196
---------
Total number of authorized shares: 1,000,000

SERIES "C" PREFERRED STOCK:

Number of issued and outstanding shares: 1,100,000
Number of Treasury Stock shares: 0
Number of authorized but unissued shares: 900,000
---------
Total number of authorized shares: 2,000,000

SCHEDULE 6.1

COMMON STOCK

Shareholder No. of Shares
----------- -------------

The Long Family Trust 1,500,000
W. Xxxxxx XxXxxxxx 920,000

PREFERRED STOCK - SERIES "A"

Shareholder No. of Shares
----------- -------------
The Long Family Trust 3,204,500
Centura Investments, Inc. 188,500
The Thomson Revocable Living Trust 188,500
Xxxx Xxxx 75,400
The Xxxxxxxx Family Trust 37,700
Xxxxx X. Xxxx 75,400

PREFERRED STOCK - SERIES "B"

Shareholder No. of Shares
----------- -------------
The Long Family Trust 484,666
Medical Marketing/CareMed, Inc. 59,735
Medical Marketing/CareMed, Inc. 101,357
Profit Sharing Retirement Trust
Xxxxxx X. Xxxxxx 20,000
Xxxxx Xxxxxxxx 34,546
Xxxx Xxxxxx 7,500
Xxxxxx XxXxxxxx 50,000

PREFERRED STOCK - SERIES "C"

Shareholder No. of Shares
----------- -------------
The Long Family Trust 1,100,000

SCHEDULE 6.2

CONSIDERATION

COMMON STOCK

Shareholder No. of Shares Consideration
----------- ------------- -------------

The Long Family Trust 1,500,000 $ 15.00
W. Xxxxxx XxXxxxxx 920,000 9.20

PREFERRED STOCK - SERIES "A"

Shareholder No. of Shares Consideration
----------- ------------- -------------
The Long Family Trust 3,204,500 $ 32.05
Centura Investments, Inc. 188,500 1.89
The Thomson Revocable Living Trust 188,500 1.89
Xxxx Xxxx 75,400 .75
The Xxxxxxxx Family Trust 37,700 .38
Xxxxx X. Xxxx 75,400 .75

PREFERRED STOCK - SERIES "B"

Shareholder No. of Shares Consideration
----------- ------------- -------------
The Long Family Trust 484,666 $ 4.84
Medical Marketing/CareMed, Inc. 59,735 .59
Medical Marketing/CareMed, Inc. 101,357 1.01
Profit Sharing Retirement Trust
Xxxxxx X. Xxxxxx 20,000 .20
Xxxxx Xxxxxxxx 34,546 .34
Xxxx Xxxxxx 7,500 .08
Xxxxxx XxXxxxxx 50,000 .50

PREFERRED STOCK - SERIES "C"

Shareholder No. of Shares Consideration
----------- ------------- -------------
The Long Family Trust 1,100,000 $ 11.00

PLAN OF MERGER

Merger between Medication Management Technologies, Inc. (the
"Surviving Corp.") and Cygnet Laboratories, Inc. (the "Disappearing Corp."),
(collectively the "Constituent Corporations"). This Merger is being effected
pursuant to this Plan of Merger ("Plan") in accordance with ss. 607.1101, et
seq. of the Florida Business Corporation Act (the "Act").

1. Articles of Incorporation. The Articles of Incorporation of
Surviving Corp., as previously amended and in effect immediately prior to the
Effective Date of the Merger (the "Effective Date") shall, without any changes,
be the Articles of Incorporation of the Surviving Corp. from and after the
Effective Date until further amended as permitted by law.

2. Distribution to Shareholders of the Constituent Corporations. Upon
the Effective Date, each share of Disappearing Corp.'s common stock and
preferred stock Classes A, B and C that shall be issued and outstanding at that
time shall be exchanged for the cash consideration reflected on Exhibit 1
annexed hereto. All common stock and preferred stock Classes A, B and C of
Disappearing Corp. shall be cancelled. Any shareholders of Disappearing Corp.
who do not consent to the merger shall be given written notice of their
dissenter's rights in accordance with Section 1300 et seq. of the California
Corporations Code. Each share of Surviving Corp.'s stock that is issued and
outstanding on the Effective Date shall continue as outstanding shares of
Surviving Corp. Stock.

3. Effect of Merger. On the Effective Date, the separate existence of
Disappearing Corp. shall cease, and Surviving Corp. shall be fully vested in
Disappearing Corp.'s rights, privileges, immunities, powers, and franchises,
subject to its restrictions, liabilities, disabilities, and duties, all as more
particularly set forth in ss. 607.1106 of the Act.

4. Supplemental Action. If at any time after the Effective Date,
Surviving Corp. shall determine that any further conveyances, agreements,
documents, instruments, and assurances or any further action is necessary or
desirable to carry out the provisions of this Plan, the appropriate officers of
Surviving Corp. or Disappearing Corp., as the case may be, whether past or
remaining in office, shall execute and deliver, upon the request of Surviving
Corp., any and all proper conveyances, agreements, documents, instruments, and
assurances and perform all necessary or proper acts, to vest, perfect, confirm,
or record such title thereto in Surviving Corp., or to otherwise carry out the
provisions of this Plan.

5. Filing with the Florida Department of State and Effective Date.
Upon the Closing, as provided in the Agreement of Merger of which this Plan is a
party, Disappearing Corp. and Surviving Corp. shall cause their respective
President (or Vice President) to execute Articles of Merger in the form attached
hereto and upon such execution this Plan shall be deemed incorporated by
reference into the Articles of Merger as if fully set forth therein and shall
become an exhibit to such Articles of Merger. Thereupon, such Articles of Merger
shall be delivered for filing by Surviving Corp. to the Florida Department of
State. In accordance with ss. 607.1105 of the Act, the Articles of Merger shall
specify the "Effective Date."

6. Filing with the California Secretary of State. Also upon Closing, a
certified copy of

the Articles of Merger shall be delivered for filing by Surviving Corp. to the
California Department of State pursuant to ss. 1108(d) of the California
Corporations Code.

7. Amendment and Waiver. Any of the terms or conditions of this Plan
may be waived at any time by the one of the Constituent Corporations which is,
or the shareholders of which are, entitled to the benefit thereof by action
taken by the Board of Directors of such party, or may be amended or modified in
whole or in part at any time prior to the vote of the shareholders of the
Constituent Corporations by an agreement in writing executed in the same manner
(but not necessarily by the same persons), or at any time thereafter as long as
such change is in accordance with ss. 607.1103 of the Act.

8. Termination. At any time before the Effective Date (whether before
or after filing of Articles of Merger), this Plan may be terminated and the
Merger abandoned by mutual consent of the Boards of Directors of both
Constituent Corporations, notwithstanding favorable action by the shareholders
of the respective Constituent Corporations.

EXHIBIT 1 TO PLAN OF MERGER

COMMON STOCK

Shareholder No. of Shares Consideration
----------- ------------- -------------

The Long Family Trust 1,500,000 $ 15.00
W. Xxxxxx XxXxxxxx 920,000 9.20

PREFERRED STOCK - SERIES "A"

PREFERRED STOCK - SERIES "B"

PREFERRED STOCK - SERIES "C"

Shareholder No. of Shares Consideration
----------- ------------- -------------
The Long Family Trust 1,100,000 $ 11.00

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