(i)

EFLS is a corporation duly organized and validly existing under the laws of the State of North Carolina and has all requisite corporate power to own, operate and lease its properties and assets and to carry on its business. The authorized capitalization and the number of issued and outstanding capital shares of EFLS are accurately and completely set forth in the Plan of Exchange.

(ii)	The issued and outstanding shares of EFLS (including 38,332,680 new investment shares of Common Stock of EFLS to be issued to the MMV Shareholders and four other persons) have been duly authorized and validly issued and are fully paid and non-assessable.

(iii)

Immediately prior to the transactions contemplated hereby, EFLS had outstanding 11,552,050 shares of its Common Stock, no shares of preferred stock, and no options or warrants to purchase any capital stock of EFLS, or any notes or other securities convertible into or exchangeable for any capital stock of EFLS, other than shares to be issued pursuant to the terms of this Plan of Exchange.

(iv)

Immediately after the transactions contemplated hereby, EFLS shall have outstanding not more than 40,000,000 shares of common stock and no shares of preferred stock, which outstanding common stock shall consist of (a) 1,667,320 EFLS shares outstanding immediately prior to the closing not owned by Mr. Slazer, (b) [intentionally left blank]; (c) 28,000,000 EFLS shares issued at the closing to the MMV Shareholders pursuant to this Plan of Exchange, (d) 3,980,000 EFLS shares to be issued at the closing to MergersLawyers.net, Inc. for services rendered on behalf of EFLS in connection with this transaction, (e) 2,737,867 EFLS shares issued at the closing to Greentree Financial Group Inc. for services rendered on behalf of EFLS, (f) 2,737,867 EFLS shares issued at the closing to Linear for services rendered on behalf of EFLS, and (g) 876,946 EFLS shares issued at the closing to Mr. Slazer for services rendered on behalf of EFLS.  All shares shall be fully paid and non-assessable, and all shares referred to in clauses (c) through (g) above, inclusive, shall be unregistered stock, and shall bear the restrictive stock legends required by applicable federal and state securities laws.  Immediately after the Closing, there shall be no options or warrants to purchase EFLS equity stock, or any notes or other securities exchangeable for or convertible into EFLS equity stock, other than the currently outstanding MMV Convertible Notes, as to which MMV shall have the right to cause EFLS to offer EFLS shares in lieu of MMV shares upon conversion.

 

(v)

Mr. Slazer has the full right, power and authority to sell, transfer and deliver the 9,884,730 shares of Common Stock of EFLS for cancellation, and EFLS has the full right, power and authority to sell, transfer and deliver the 38,332,680 new investment shares of Common Stock of EFLS to the MMV Shareholders and four other persons, and, upon delivery of the certificates representing such shares as contemplated in the Plan of Exchange, will transfer to the MMV Shareholders and the other four persons  good, valid and marketable title thereto, free and clear of all liens.

(vi)

EFLS has taken all steps in connection with the Plan of Exchange and the issuance of the EFLS shares referred to in clauses(c) through (g), inclusive, of 1.8(iv) above, which are necessary to comply in all material respects with the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as well as the rules and regulations promulgated pursuant thereto as well as any regulatory requirements of the State of North Carolina, if any.

(vii)

EFLS shall eliminate all known or potential liabilities of EFLS as of the closing date. This shall include, but is not limited to, any accounts payable, accrued expenses, as well as any liabilities shown on its quarterly report for the period ended September 30, 2010 (FORM 10Q) filed with the Securities and Exchange Commission prior to the Closing. An acknowledgement from Mr. Slazer and the pre-transaction EFLS  Shareholders  that they will be fully responsible for any unknown or undisclosed liabilities up until transfer of control under this Plan of Exchange.

(viii)

To the best of Mr. Slazer’s knowledge after reasonable due diligence, EFLS has no pending or threatened litigation.

(ix)	EFLS and Mr. Slazer have complied with all applicable provisions of North Carolina law in connection with the transactions contemplated by this Plan of Exchange.

(x)	In the event any expenses concerning any known or unknown lawsuit, legal dispute or any correlation expense caused by original EFLS Corporation and/or their shareholders shall arise, Mr. Slazer shall undertake full responsibility and afford the correlation expenses after the Closing.

(3.11.1) Organization and Qualification. Each corporation is duly organized and in good standing, and is duly qualified to conduct any business it may be conducting, as required by law or local ordinance.

(3.11.2) Corporate Authority. Each corporation has corporate authority, under the laws of its jurisdiction and its constituent documents, to do each and every element of performance to which it has agreed, and which is reasonably necessary, appropriate and lawful, to carry out this Agreement in good faith.

(3.11.3) Ownership of Assets and Property. Each corporation has lawful title and ownership of it property as reported to the other, and as disclosed in its financial statements.

(3.11.4) Absence of Certain Changes or Events. Each corporation has not had any material changes of circumstances or events which have not been fully disclosed to the other party, and which, if different than previously disclosed in writing, have been disclosed in writing as currently as is reasonably practicable.  Specifically, and without limitation:

(3.11.4-a) the business of each corporation shall be conducted only in the ordinary and usual course and consistent with its past practice, and neither party shall purchase or sell (or enter into any agreement to so purchase or sell) any properties or assets or make any other changes in its operations, respectively, taken as a whole, or provide for the issuance of, agreement to issue or grant of options to acquire any shares, whether common, redeemable common or convertible preferred, in connection therewith;

(3.11.4-b) Except as set forth in this Plan of Exchange, neither corporation shall (i) amend its Articles of Incorporation or By-Laws, (ii) change the number of authorized or outstanding shares of its capital stock, or (iii) declare, set aside or pay any dividend or other distribution or payment in cash, stock or property to the extent that which might contradict or not comply with any clause or condition set forth in this Plan of Exchange;

(3.11.4-c) Except as set forth in this Plan of Exchange, neither corporation shall (i) issue, grant or pledge or agree or propose to issue, grant, sell or pledge any shares of, or rights of any kind to acquire any shares of, its capital stock, (ii) incur any indebtedness other than in the ordinary course of business, (iii) acquire directly or indirectly by redemption or otherwise any shares of its capital stock of any class or (iv) enter into or modify any contact, agreement, commitment or arrangement with respect to any of the foregoing;

(3.11.4-d) Except in the ordinary course of business, neither party shall (i) increase the compensation payable or to become payable by it to any of its officers or directors; (ii) make any payment or provision with respect to any bonus, profit sharing, stock option, stock purchase, employee stock ownership, pension, retirement, deferred compensation, employment or other payment plan, agreement or arrangement for the benefit of its employees (iii) grant any stock options or stock appreciation rights or permit the exercise of any stock appreciation right where the exercise of such right is subject to its discretion (iv) make any change in the compensation to be received by any of its officers; or adopt, or amend to increase compensation or benefits payable under, any collective bargaining, bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment, termination or severance or other plan, agreement, trust, fund or arrangement for the benefit of employees, (v) enter into any agreement with respect to termination or severance pay, or any employment agreement or other contract or arrangement with any officer or director or employee, respectively, with respect to the performance or personal services that is not terminable without liability by it on thirty days notice or less, (vi) increase benefits payable under its current severance or termination, pay agreements or policies or (vii) make any loan or advance to, or enter into any written contract, lease or commitment with, any of its officers or directors;

(3.11.4-e) Neither party shall assume, guarantee, endorse or otherwise become responsible for the obligations of any other individual, firm or corporation or make any loans or advances to any individual, firm or corporation, other than obligations and liabilities expressly assumed by the other that party;

(3.11.4-f) Neither party shall make any investment of a capital nature either by purchase of stock or securities, contributions to capital, property transfers or otherwise, or by the purchase of any property or assets of any other individual, firm or corporation.

(3.11.5) Absence of Undisclosed Liabilities. Each corporation has, and has no reason to anticipate having, any material liabilities which have not been disclosed to the other, in the financial statements or otherwise in writing.

(3.11.6) Legal Compliance. Each corporation shall comply in all material respects with all Federal, state, local and other governmental (domestic or foreign) laws, statutes, ordinances, rules, regulations (including all applicable securities laws), orders, writs, injunctions, decrees, awards or other requirements of any court or other governmental or other authority applicable to each of them or their respective assets or to the conduct of their respective businesses, and use their best efforts to perform all obligations under all contracts, agreements, licenses, permits and undertaking without default.

(3.11.7) Legal Proceedings. Each corporation has no legal proceedings, administrative or regulatory proceeding, pending or suspected, which have not been fully disclosed in writing to the other.

(3.11.8) No Breach of Other Agreements.  This Agreement, and the faithful performance of this agreement, will not cause any breach of any other existing agreement, or any covenant, consent decree, or undertaking by either, not disclosed to the other.

(3.11.9) Capital Stock. The issued and outstanding shares and all shares of capital stock of each corporation is as detailed herein, that all such shares are in fact issued and outstanding, duly and validly issued, were issued as and are fully paid and non-assessable shares, and that, other than as represented in writing, there are no other securities, options, warrants or rights outstanding, to acquire further shares of such corporation.

(3.11.11) Brokers' or Finder's Fees. Each corporation is unaware of any claims for brokers' fees, or finders' fees, or other commissions or fees, by any person not disclosed to the other, which would become, if valid, an obligation of either company.

(3.12.1) Except as required by law, no party shall provide any information concerning any aspect of the transactions contemplated by this Agreement to anyone other than their respective officers, employees and representatives without the prior written consent of the other parties hereto. The aforesaid obligations shall terminate on the earlier to occur of (a) the Closing, or (b) the date by which any party is required under its articles or bylaws or as required by law, to provide specific disclosure of such transactions to its shareholders, governmental agencies or other third parties. In the event that the transaction does not close, each party will return all confidential information furnished in confidence to the other.  In addition, all parties shall consult with each other concerning the timing and content of any press release or news release to be issued by any of them.

(3.12.2) This Agreement may be executed simultaneously in two or more counterpart originals. The parties can and may rely upon facsimile signatures as binding under this Agreement, however, the parties agree to forward original signatures to the other parties as soon as practicable after the facsimile signatures have been delivered.

(3.12.3) The Parties to this agreement have no wish to engage in costly or lengthy litigation with each other. Accordingly, any and all disputes which the parties cannot resolve by agreement or mediation shall be submitted to binding arbitration under the rules and auspices of the American Arbitration Association.  The venue for arbitration shall be Charlotte North Carolina.  As a further incentive to avoid disputes, each party shall bear its own costs, with respect thereto, and with respect to any proceedings in any court brought to enforce or overturn any arbitration award. This provision is expressly intended to discourage litigation and to encourage orderly, timely and economical resolution of any disputes which may occur.

(3.12.4) If any provision of this Agreement or the application thereof to any person or situation shall be held invalid or unenforceable, the remainder of the Agreement and the application of such provision to other persons or situations shall not be effected thereby but shall continue valid and enforceable to the fullest extent permitted by law.

(3.12.5) No waiver by any party of any occurrence or provision hereof shall be deemed a waiver of any other occurrence or provision.

(3.12.6) The parties acknowledge that both they and their counsel have been provided ample opportunity to review and revise this agreement and that the normal rule of construction shall not be applied to cause the resolution of any ambiguities against any party presumptively. The Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina.

4. Termination. The Plan of exchange may be terminated by written notice, at any time prior to closing, (i) by mutual consent, (ii) by either party during the due diligence phase, (iii) by either party, in the event that the transaction represented by the anticipated Plan of exchange has not been implemented and approved by the proper governmental authorities 60 days from the date of this Agreement, or (v) by either party in the event that a condition of closing is not met by February 12, 2011. In the event that termination of the Plan of exchange by either or both, as provided above, the Plan of exchange shall forthwith become void and there shall be no liability on the part of either party or their respective officers and directors.

6.  Merger Clause.  This Plan of Exchange constitute the entire agreement of the parties hereto with respect to the subject matter hereof, and such document supersedes all prior understandings or agreements between the parties hereto, whether oral or written, with respect to the subject matter hereof, all of which are hereby superseded, merged and rendered null and void.