0000912057-01-006135 Sample Contracts

Exhibit 99(D)(1) AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger • February 16th, 2001 • Flipside Acquisition Corp • Services-computer processing & data preparation • New York

• Contract Type
  Agreement and Plan of Merger
• Filed
  February 16th, 2001
• Company
  Flipside Acquisition Corp
• Industry
  Services-computer processing & data preparation
• Jurisdiction
  New York

OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF UPROAR INC. BY FLIPSIDE ACQUISITION CORPORATION A WHOLLY OWNED SUBSIDIARY OF FLIPSIDE, INC.

Flipside Acquisition Corp • February 16th, 2001 • Services-computer processing & data preparation

• Company
  Flipside Acquisition Corp
• Filed
  February 16th, 2001
• Industry
  Services-computer processing & data preparation

RECITALS

Stockholder Support Agreement • February 16th, 2001 • Flipside Acquisition Corp • Services-computer processing & data preparation • Delaware

• Contract Type
  Stockholder Support Agreement
• Filed
  February 16th, 2001
• Company
  Flipside Acquisition Corp
• Industry
  Services-computer processing & data preparation
• Jurisdiction
  Delaware

SECTION I EMPLOYMENT

Employment and Retention Agreement • February 16th, 2001 • Flipside Acquisition Corp • Services-computer processing & data preparation • New York

• Contract Type
  Employment and Retention Agreement
• Filed
  February 16th, 2001
• Company
  Flipside Acquisition Corp
• Industry
  Services-computer processing & data preparation
• Jurisdiction
  New York