0001255294-07-000901 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among PACIFIC SYNDICATED RESOURCES, INC. ZNOMICS ACQUISITION, INC. and ZNOMICS, INC. November 5, 2007

Merger Agreement • November 8th, 2007 • Pacific Syndicated Resources, Inc. • Metal mining • Nevada

• Contract Type
  Merger Agreement
• Filed
  November 8th, 2007
• Company
  Pacific Syndicated Resources, Inc.
• Industry
  Metal mining
• Jurisdiction
  Nevada

THIS AGREEMENT AND PLAN OF MERGER is entered into as of November 5, 2007 by and among PACIFIC SYNDICATED RESOURCES, INC., a Nevada corporation (“Parent”), ZNOMICS ACQUISITION, INC., a Nevada corporation and a wholly-owned subsidiary of Parent (“Acquisition Corp.”), and ZNOMICS, INC., a Delaware corporation (the “Company”).

Placement Agent Agreement ZNOMICS, INC. Suite 200 Portland, OR 97201

Placement Agent Agreement • November 8th, 2007 • Pacific Syndicated Resources, Inc. • Metal mining • New York

• Contract Type
  Placement Agent Agreement
• Filed
  November 8th, 2007
• Company
  Pacific Syndicated Resources, Inc.
• Industry
  Metal mining
• Jurisdiction
  New York

The undersigned, Znomics, Inc., a Delaware corporation (the “Company”), hereby agrees (the “Agreement”) with Griffin Securities, Inc. (“Griffin” or the “Placement Agent”) to engage the Placement Agent to raise equity capital of up to $10 million in a private placement transaction to be sold to qualified investors. This letter confirms the terms and conditions of the Agreement.