EXHIBIT 2.4
AGREEMENT OF MERGER
This Agreement of Merger is entered into between Trimark Incorporated, a
California corporation (the "Merging Corporation") and NHancement Acquisition
Corp., a California corporation (the "Surviving Corporation"), a wholly-owned
subsidiary of NHancement Technologies Inc., a Delaware corporation
("NHancement").
1. Merging Corporation shall be merged into Surviving Corporation.
2. Each outstanding share of Merging Corporation shall be converted to
seven hundred fifty (750) shares of NHancement Common Stock, plus Warrants to
purchase two hundred fifty (250) shares of NHancement Common Stock.
3. The outstanding shares of Surviving Corporation shall remain
outstanding and are not affected by the merger.
4. Merging Corporation shall from time to time, as and when requested by
Surviving Corporation, execute and deliver all such documents and instruments
and take all such action necessary or desirable to evidence or carry out this
merger.
5. The effect of the merger and the effective date of the merger are as
prescribed by law.
IN WITNESS WHEREOF, the parties have executed this Agreement.
NHANCEMENT ACQUISITION CORP.,
a California corporation
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
President and Secretary
TRIMARK INCORPORATED,
a California corporation
By: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, President
By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx, Secretary
