AGREEMENT OF MERGER

                               AGREEMENT OF MERGER

                                     MERGING

                         MAIN PLACE HOLDINGS CORPORATION

                                      INTO

                            MAIN PLACE HOLDINGS, LLC



Pursuant to this Agreement of Merger, Main Place Holdings Corporation, a
corporation organized and existing under the laws of Delaware, shall be merged
with and into Main Place Holdings, LLC, a limited liability company organized
and existing under the laws of Delaware (the "Merger").

The Merger shall be in accordance with the following terms and conditions:

FIRST: Upon the Merger becoming effective, Main Place Holdings Corporation shall
be merged into Main Place Holdings, LLC, which shall continue to exist as a
Delaware limited liability company.

SECOND: The Certificate of Formation of Main Place Holdings, LLC in effect at
the time of the Merger shall continue in full force and effect as the
Certificate of Formation of the surviving entity.

THIRD:  Additional terms and conditions of the Merger are as follows:

        (a) The Limited Liability Company Agreement of Main Place Holdings, LLC
        in effect at the time of the Merger shall be and remain the Limited
        Liability Company Agreement of the surviving entity until the same shall
        be altered, amended or repealed as therein provided.

        (b) The officers of Main Place Holdings, LLC shall continue in office
        upon and after the time of the Merger.

        (c) The Merger shall become effective on such date and time as the
        officers of the surviving entity shall deem appropriate.

FOURTH: The manner of converting the outstanding shares of the capital stock of
the constituent corporation is as follows:

        Each share of capital stock of the Main Place Holdings Corporation
        issued and outstanding at the effective time of the Merger shall be
        canceled and no consideration shall be issued or paid with respect
        thereto.



FIFTH: This Agreement of Merger may be terminated and abandoned by action of the
Member of Main Place Holdings, LLC at any time prior to the effective date of
the Agreement of Merger. To the extent permitted by applicable law, this
Agreement of Merger may be amended by action of the Board of Directors of the
merging corporation and the Member of the limited liability company at any time
prior to the effective date of the certificate of merger issued by the State
Corporation Commission of Delaware.

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Dated as of the 15th day of October, 0000


                                  XXXX XXXXX HOLDINGS CORPORATION

                                  By:  /s/ Xxxx X. Xxxx
                                  -----------------------------------------
                                  Xxxx X. Xxxx
                                  President



                                  MAIN PLACE HOLDINGS, LLC

                                  By:  /s/ Xxxx X. Xxxx
                                  -----------------------------------------
                                  Xxxx X. Xxxx
                                  President



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