death, resignation or removal in accordance with certificate of incorporation

 

                          AGREEMENT AND PLAN OF MERGER

     THIS  AGREEMENT  AND  PLAN  OF  MERGER (the "Agreement") is entered into on
November  15,  2002 by PARAGON POLARIS STRATEGIES.COM INC., a Nevada corporation
("Paragon")  and  ICOWORKS,  INC.,  a  Nevada  corporation  ("Icoworks").

                             PRELIMINARY STATEMENTS

     The  Boards  of  Directors of Paragon and Icoworks deem it desirable and in
the best interests of their respective shareholders that Icoworks be merged with
and  into  Paragon (the "Merger") on the terms and conditions of this Agreement.

     The  Boards  of  Directors  of  Paragon  and  Icoworks, by resolutions duly
adopted,  have  approved  and  adopted  this  Agreement.

     In  consideration  of the mutual benefits to be derived from the Merger and
the  respective  representations, warranties, covenants and agreements contained
in  this  Agreement,  the  parties  agree  as  follows:

                               STATEMENT OF TERMS

                                    SECTION 1
                                   THE MERGER

     1.1  The  Merger.  At the Effective Time (as defined in Section 1.3 below),
Icoworks will be merged with and into Paragon in accordance with this Agreement,
the  Articles  of Merger substantially in the form of Exhibit A attached to this
Agreement  (the  "Articles of Merger"), and the applicable provisions of Chapter
92A  of  the  Nevada  Revised Statutes (the "Nevada Law"). Following the Merger,
Paragon will continue as the surviving corporation ("Surviving Corporation") and
the  separate  existence  of  Icoworks  will  cease, except insofar as it may be
continued  by  the  Nevada  Law.

     1.2 Closing. As soon as practicable following the satisfaction or waiver of
the  conditions set forth in Section 5 of this Agreement, and provided that this
Agreement  has  not  been  terminated pursuant to Section 7, the parties to this
Agreement  will hold a closing (the "Closing") for the purpose of confirming the
consummation  of  the  Merger  at  a  time  and date mutually agreed upon by the
parties. Unless otherwise agreed by the parties, the Closing will be held at the
offices  of Cane, O'Neill & Taylor LLC, 2500 West Sahara Avenue, Suite 2500, Las
Vegas, NV 98102. The date on which the Closing actually occurs is referred to as
the  "Closing  Date."  At the Closing, the parties will execute and exchange all
documents,  certificates  and  instruments  contemplated  by this Agreement. The
parties  agree  to  use commercially reasonable efforts and all due diligence to
cause the Closing to be consummated on or before May 1, 2003 unless such date is
extended  by  the  mutual  agreement  of  the  parties.

     1.3  Effective Time of the Merger. The Merger will be effective at the time
(the  "Effective  Time")  upon  the  filing  of  the Articles of Merger with the
Secretary  of  State of the State of Nevada, which certificate is to be filed in
both  places  as  soon  as  practicable  on  or  after  the  Closing  Date.

     1.4  Effect  of  the  Merger. The Merger will have the effects set forth in
Section  92A.250  of  the  Nevada  Law.  Without  limiting the generality of the
foregoing,  and subject thereto, at the Effective Time all the property, rights,
privileges, powers and franchises of Paragon and Icoworks will vest in Surviving
Corporation  without  further act or deed, and all debts, liabilities and duties
of  Paragon  and  Icoworks  will  become  the  debts,  liabilities and duties of
Surviving  Corporation.

     1.5  Certificate  of  Incorporation;  Bylaws.

     (a)     The  certificate  of  incorporation  of  Paragon  as  in  effect
immediately  prior  to the Effective Time will continue unchanged, except to the
extent  amended  by  the  Articles  of  Merger,  and  will  be

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the  certificate  of  incorporation  of  Surviving  Corporation until thereafter
amended  in  accordance with the terms thereof and in accordance with applicable
law.  The  Articles  of  Merger  will  effect  a  name  change  of the Surviving
Corporation  to  "Icoworks,  Inc.".

     (b)     At  the  Effective  Time,  the  by-laws  of  Paragon,  as in effect
immediately  prior  to  the  Effective  Time,  will  be the by-laws of Surviving
Corporation until thereafter amended in accordance with the terms thereof and in
accordance  with  applicable  law.

     1.6  Directors  and  Officers.  The  directors  and  officers  of  Icoworks
immediately  prior  to  the  Effective  Time will be the directors and officers,
respectively,  of  Surviving  Corporation  after the Effective Time, until their
successors  are  duly  elected,  appointed  or  qualified or until their earlier
death,  resignation  or  removal in accordance with certificate of incorporation
and  bylaws  of  Surviving  Corporation.  Notwithstanding the terms of the first
sentence  of  this  section  1.6  to  the  contrary, Paragon agrees to appoint a
majority  of directors as nominated by Icoworks to the board of directors of the
Surviving  Corporation  immediately  after  the  Closing  Date.

     1.7  Taking  of  Necessary  Action. If after the Effective Time any further
action  is  necessary  to  carry  out  the purposes of this Agreement or to vest
Surviving  Corporation  with  full  title  to  all  assets,  rights,  approvals,
immunities  and  franchises  of either Paragon or Icoworks, and the officers and
directors  of  Paragon and Icoworks and Surviving Corporation will take all such
necessary  action.

     1.8  Private Placements. Icoworks acknowledges and agrees that Paragon will
be entitled to complete private placement transactions for gross proceeds not to
exceed  $1,000,000  during the period between the date of this Agreement and the
Effective Time in order to raise the funds necessary to complete the acquisition
of  Icoworks  and  to  fund  its  ongoing  working  capital  requirements.

     1.9  Stock  Split.  Icoworks  acknowledges  and agrees that Paragon will be
entitled  to  at  its election to proceed with a two-for-one split of its common
stock  during  the  period  between the date of this Agreement and the Effective
Time.

                                    SECTION 2
                         PAYMENT OF MERGER CONSIDERATION

     2.1     Merger  Consideration.

     (a)  Conversion  of  Icoworks  Common  Stock. Each share of Icoworks common
stock,  par  value  $0.001  per  share  ("Icoworks  Common  Stock")  issued  and
outstanding  immediately  prior  to  the  Effective  Time (other than Dissenting
Shares, as defined in Section 2.4) will, by virtue of the Merger and without any
action on the part of the holder thereof, be converted into one share of Paragon
Common Stock (as defined in Section 4.3) (the "Merger Shares"), provided that if
the stock split contemplated by Section 1.9 of this Agreement is completed, each
share  of  Icoworks  Common  Stock  will be converted into two shares of Paragon
Common  Stock.

     (b)  Conversion  of  Icoworks  Stock  Options.  Each  option to purchase or
otherwise  acquire shares of Icoworks Common Stock, whether for cash or based on
performance  of  milestones  (each,  a  "Icoworks  Stock  Option")  issued  and
outstanding  immediately  prior  to  the  Effective  Time will, by virtue of the
Merger  and  without  any action on the part of the holder thereof, be converted
into  an  option  to  purchase or otherwise acquire an equal number of shares of
Paragon  Common Stock on the same terms and conditions and will be recognized as
such by Paragon, provided that if the stock split contemplated by Section 1.9 of
this  Agreement  is completed, each Icoworks Stock Option will be converted into
an  option  to  purchase  twice  the number of shares of Paragon Common Stock at
one-half  of  the  original  exercise  price.

     (c)  Conversion  of  Icoworks  Warrants. Each share purchase to purchase or
otherwise  acquire shares of Icoworks Common Stock, whether for cash or based on
performance  of  milestones  (each, a "Icoworks Warrant") issued and outstanding
immediately  prior  to  the  Effective  Time  will,  by virtue

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of  the  Merger  and  without  any  action on the part of the holder thereof, be
converted  into  an  option  to purchase or otherwise acquire an equal number of
shares  of  Paragon  Common  Stock  on the same terms and conditions and will be
recognized  as such by Paragon, provided that if the stock split contemplated by
Section  1.9  of  this  Agreement  is  completed,  each Icoworks Warrant will be
converted  into  a  warrant  to  purchase  twice the number of shares of Paragon
Common  Stock  at  one-half  of  the  original  exercise  price.

     2.2  Conversion  Procedure.

     (a)  Stock Certificate Conversion Procedure. After the Effective Time, each
holder  of  Icoworks  Common Stock will be entitled to exchange his, her, or its
certificate  representing  the  Icoworks  Common  Stock  ("Icoworks  Stock
Certificate")  for  a  certificate  representing the number of shares of Paragon
Common  Stock  into  which  the  number  of  shares of Icoworks Stock previously
represented  by  such  certificate  surrendered  have been converted pursuant to
Section  2.1(a)  of  this  Agreement.  Each  holder of Icoworks Common Stock may
exchange  his, her or its Icoworks Stock Certificate by delivering it to Paragon
duly  endorsed  in  blank  (or  accompanied  by  duly executed stock powers duly
endorsed  in  blank),  in each case in proper form for transfer, with signatures
guaranteed,  and,  if applicable, with all stock transfer and any other required
documentary  stamps  affixed  thereto and with appropriate instructions to allow
the  transfer  agent  to  issue certificates for the Paragon Common Stock to the
holder  thereof.  Until  surrendered  as  contemplated by this Section 2.2, each
Icoworks  Stock  Certificate will be deemed at any time after the Effective Time
to  represent  only  the  right  to  receive  Paragon  Common Stock certificates
representing  the  number of whole shares of Paragon Common Stock into which the
shares  of  Icoworks  Common Stock formerly represented by such certificate have
been  converted. Upon receipt of such duly endorsed Icoworks Stock Certificates,
Paragon  will cause the issuance of the number of shares of Paragon Common Stock
as  converted  pursuant  to  Section  2.1(a)  of  this  Agreement.

     (b)  Icoworks  Stock Option Conversion Procedure. After the Effective Time,
to  the  extent  determined  necessary  by  Paragon,  Paragon  will  replace the
certificate,  agreement  or  other  documentation  evidencing any Icoworks Stock
Option  ("Icoworks  Stock  Option Agreement") with a new certificate, agreement,
confirmation  or  other  documentation  for  the purchase or Paragon of the same
number  of  shares of Paragon Common Stock as were subject to the Icoworks Stock
Option  on  terms  as  nearly  equivalent  to those of the Icoworks Stock Option
Agreement  as may be accomplished under applicable law (the "Paragon Replacement
Stock  Option").  Any  holder  of  a  Icoworks  Stock Option may request Paragon
Replacement  Stock  Option  by  notifying Paragon of such request in writing and
including  a  copy  of  his,  her  or  its  Icoworks  Stock Option Agreement. No
replacement  of  a  Icoworks  Stock  Option  will  be  issued until the original
Icoworks  Stock  Option  Agreement and any other documentation deemed reasonably
necessary  by  Paragon is signed and surrendered to Paragon by the holder of the
Icoworks  Stock  Option  Agreement.  Until  surrendered  as contemplated by this
Section  2.2,  each  Icoworks  Stock Option will be deemed at any time after the
Effective  Time  to  represent  only  the right to receive a Paragon Replacement
Stock  Option  for the same number of shares of Icoworks Common Stock subject to
the  Icoworks  Stock  Option.

     (c) Icoworks Warrant Conversion Procedure. After the Effective Time, to the
extent  determined  necessary  by Paragon, Paragon will replace the certificate,
agreement  or  other  documentation  evidencing  any Icoworks Warrant ("Icoworks
Warrant  Agreement")  with  a  new certificate, agreement, confirmation or other
documentation  for  the  purchase  or  Paragon  of  the same number of shares of
Paragon  Common Stock as were subject to the Icoworks Warrant on terms as nearly
equivalent  to  those  of  the Icoworks Warrant Agreement as may be accomplished
under  applicable  law (the "Paragon Replacement Stock Option"). Any holder of a
Icoworks  Warrant  may  request  Paragon  Replacement  Stock Option by notifying
Paragon  of  such  request  in  writing  and including a copy of his, her or its
Icoworks  Warrant Agreement. No replacement of a Icoworks Warrant will be issued
until the original Icoworks Warrant Agreement and any other documentation deemed
reasonably  necessary  by  Paragon  is  signed and surrendered to Paragon by the
holder  of  the Icoworks Warrant Agreement. Until surrendered as contemplated by
this  Section  2.2,  each  Icoworks Warrant will be deemed at any time after the
Effective  Time  to  represent  only  the right to receive a Paragon Replacement
Stock  Option  for the same number of shares of Icoworks Common Stock subject to
the  Icoworks  Warrant.

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     2.3 No Fractional Shares. No fractional shares of Paragon Common Stock will
be issued as a result of the Merger. In lieu of any such fractional shares, each
holder  of  Icoworks  Common  Stock  who  would  otherwise have been entitled to
receive  a  fraction  of  a  share of Paragon Common Stock in the Merger will be
rounded  up  to the next nearest whole number of shares of Paragon Common Stock.

     2.4  Appraisal  Rights.  Notwithstanding any provision of this Agreement to
the  contrary,  shares  of  Icoworks Common Stock ("Dissenting Shares") that are
issued  and  outstanding  immediately  prior  to  the Effective Time and held by
stockholders  who did not vote in favor of the Merger and who comply with all of
the  relevant  provisions  of  the  Nevada  Law  (the  "Icoworks  Dissenting
Stockholders")  will  not  be converted into or be exchangeable for the right to
receive  Paragon Common Stock, unless and until such holders will have failed to
perfect  or  will  have  effectively withdrawn or lost their rights to appraisal
under  the  Nevada  Law.  Icoworks  will  give Paragon (i) immediate oral notice
followed  by  prompt  written notice of any written demands for appraisal of any
shares  of  Icoworks Common Stock, attempted withdrawals of any such demands and
any other instruments served pursuant to the Nevada Law and received by Icoworks
relating  to  stockholders'  rights of appraisal, and (ii) the will keep Paragon
informed  of  the  status  of  all  negotiations and proceedings with respect to
demands  for  appraisal  under  the  Nevada  Law.  If  any  Icoworks  Dissenting
Stockholder  fails  to  perfect  or  will have effectively withdrawn or lost the
right  to appraisal, the shares of Icoworks Common Stock held by such Dissenting
Stockholder  will  thereupon be treated as though such shares had been converted
into  the  right to receive Paragon Common Stock pursuant to Section 2.1 of this
Agreement.

     2.5  No Further Ownership Rights in Icoworks Stock. The promise to exchange
the  Icoworks Common Stock for shares of Paragon Common Stock in accordance with
the  terms  of  this  Section  2  will  be  deemed  to  have  been given in full
satisfaction  of  all  rights pertaining to the Icoworks Common Stock, and there
will  be  no  further  registration  of transfers on the stock transfer books of
Icoworks  of  the  shares  of  Icoworks  Common  Stock  that  were  outstanding
immediately  prior to the Effective Time. From and after the Effective Time, the
holders  of Icoworks Common Stock outstanding immediately prior to the Effective
Time  will  cease to have any rights with respect to such Icoworks Common Stock,
except  as  otherwise  provided  in  this  Agreement  or  by  law.

     2.6  Distributions  with  Respect  to  Unsurrendered  Icoworks  Stock.  No
dividends  or  other  distributions  with a record date after the Effective Time
will be paid to the holder of any unsurrendered Icoworks Stock Certificate until
the  surrender of such Icoworks Stock Certificate in accordance with Section 2.2
of  this  Agreement. Following surrender of any such Icoworks Stock Certificate,
Paragon will pay to the holder of the Paragon Common Stock certificate issued in
exchange  the  Icoworks  Stock Certificate, without interest, (i) at the time of
such  surrender,  the  amount  of dividends or other distributions with a record
date  after  the  Effective  Time  previously  paid with respect to such Paragon
Common  Stock  which  such  holder  is  entitled pursuant to Section 2.1 of this
Agreement,  and (ii) at the appropriate payment date, the amount of dividends or
other  distributions  with  a  record date after the Effective Time but prior to
such surrender and with a payment date subsequent to such surrender payable with
respect  to  such  Paragon  Common  Stock.

     2.7 No Liability. Neither Paragon, nor Surviving Corporation will be liable
to  any  person  in  respect of shares of Icoworks Common Stock, or dividends or
distributions  with  respect  thereto,  pursuant  to  any  applicable  abandoned
property, escheat or similar law. If any Icoworks Stock Certificate has not have
been  surrendered  prior to seven years after the Effective Time (or immediately
prior  to  such  earlier  date  on  which any Icoworks Stock Certificate, or any
dividends  or  distributions  payable  to  the  holder  of  such  Icoworks Stock
Certificate  would  otherwise  escheat  to  or  become  the  property  of  any
governmental  body  or  authority),  any such Paragon Common Stock, dividends or
distributions  in respect of such Icoworks Stock Certificate will, to the extent
permitted  by applicable law, become the property of Surviving Corporation, free
and  clear  of  all claims or interest of any person previously entitled to such
certificate

     2.8     Lost,  Stolen  or  Destroyed  Certificates.  If  any  certificate
representing  Icoworks  Common Stock, any Icoworks Stock Option Agreement or any
Icoworks  Warrant  Agreement has been lost, stolen or destroyed, upon the making
of  an  affidavit  of  that  fact  by  the  person  claiming such certificate or
agreement  to  be  lost,  stolen  or  destroyed and, if required by Paragon, the
posting by such person of a bond in such reasonable amount as Paragon may direct
as  indemnity against any claim that may be made against it with

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respect  to  such  certificate,  Paragon will cause to be issued in exchange for
such lost, stolen or destroyed certificate, the applicable Paragon Common Stock,
Paragon  Replacement  Stock Option or Paragon Replacement Warrant deliverable in
respect  thereof,  pursuant  to  Section  2.1  of  this  Agreement.

                                    SECTION 3
                           REPRESENTATIONS OF ICOWORKS

     Icoworks  represents  and warrants to Paragon and acknowledges that Paragon
is  relying  upon  such  representations  and warranties, in connection with the
execution,  delivery  and  performance  of  this  Agreement, notwithstanding any
investigation  made  by  or  on  behalf  of  Paragon:

     3.1  Organization  and Good Standing. Icoworks and each of its subsidiaries
(the  "Subsidiaries")  is  a corporation duly organized, validly existing and in
good standing under the laws of its jurisdiction and has all requisite corporate
power  and  authority  to  own,  lease and to carry on its business as now being
conducted.  Icoworks  and  each  of  its  Subsidiaries  is  duly qualified to do
business  and  is  in  good  standing  as  a  foreign corporation in each of the
jurisdictions  in  which it owns property, leases property, does business, or is
otherwise  required  to do so, where the failure to be so qualified would have a
material  adverse  effect  on  the  business  of  Icoworks  taken  as  a  whole.

     3.2  Authority. Icoworks has all requisite corporate power and authority to
execute  and  deliver  this  Agreement,  the  Articles  of Merger, and any other
document contemplated by this Agreement or the Merger (collectively, the "Merger
Documents")  to  be signed by Icoworks and to perform its obligations thereunder
and  to  consummate  the  transactions  contemplated  thereby. The execution and
delivery  of  each  of  the Merger Documents by Icoworks and the consummation by
Icoworks  of  the transactions contemplated thereby have been duly authorized by
its  Board  of  Directors  and,  by  the Closing Date will have been adopted and
approved by the Icoworks Stockholders and, subject to such stockholder approval,
no  other  corporate  or  shareholder  proceedings  on  the part of Icoworks are
necessary  to  authorize  such  documents  or  to  consummate  the  transactions
contemplated  thereby.

     3.3  Capitalization  of  Icoworks.  The entire authorized capital stock and
other  equity  securities  of  Icoworks  (the  "Icoworks  Stock")  consists  of
100,000,000  shares  of  Icoworks  Common  Stock  of  which  6,357,460 shares of
Icoworks  Common  Stock  are  issued  and  outstanding.  All  of  the issued and
outstanding  shares  of  Icoworks  Stock  have been duly authorized, are validly
issued,  were  not  issued  in violation of any pre-emptive rights and are fully
paid  and  non-assessable, are not subject to pre-emptive rights and were issued
in  full  compliance  with  all  federal,  state,  and  local  laws,  rules  and
regulations.  Except  as  set  forth  on  Disclosure  Schedule 3.3, there are no
outstanding options, warrants, subscriptions, phantom shares, conversion rights,
or  other  rights,  agreements,  or commitments obligating Icoworks to issue any
additional  shares  of Icoworks Stock, or any other securities convertible into,
exchangeable  for,  or  evidencing  the  right  to subscribe for or acquire from
Icoworks  any  shares  of  Icoworks  Stock.  Except  as  set forth on Disclosure
Schedule 3.3, there are no agreements purporting to restrict the transfer of the
Icoworks  Stock,  no  voting  agreements,  voting  trusts, or other arrangements
restricting  or  affecting  the  voting  of  the  Icoworks  Stock.

     3.4  Title  to  Icoworks Stock. Disclosure Schedule 3.4 contains a true and
complete  list  of  the holders of all issued and outstanding shares of Icoworks
Stock  (the  "Icoworks  Stockholders")  including  each  holder's name, address,
number  of  shares  held  and  date  of  issuance.

     3.5 Subsidiaries. All of the shares of capital stock of each Subsidiary are
owned  by  Icoworks  and  others  in the amounts and relative percentages as set
forth  on  Disclosure  Schedule 3.5. All of the issued and outstanding shares of
the  Subsidiaries have been duly authorized, are validly issued, were not issued
in  violation  of  any pre-emptive rights and are fully paid and non-assessable,
are  not  subject  to pre-emptive rights and were issued in full compliance with
all  federal,  state, and local laws, rules and regulations. Except as set forth
on  Disclosure  Schedule  3.5,  there  are  no  outstanding  options,  warrants,
subscriptions,  phantom  shares, conversion rights, or other rights, agreements,
or commitments obligating Icoworks to issue any additional shares of the capital
stock  of any Subsidiary, or any other securities

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convertible  into, exchangeable for, or evidencing the right to subscribe for or
acquire  from  Icoworks or any Subsidiary any shares of the capital stock of any
Subsidiary.  Icoworks does not own, directly or indirectly, any capital stock of
other  equity  securities  of  any  corporation  or  other entity other than the
Subsidiaries  listed  on  Disclosure  Schedule  3.5  or  have  any  director  or
indirectly  equity or ownership interest or participation in any other business.
Neither  Icoworks nor any of its Subsidiaries has any obligation or has made any
commitment to invest any funds or contribute any assets or services in or to any
business  or entity other than the Subsidiaries set forth on Disclosure Schedule
3.5.

     3.6     Noncontravention.  Neither  the execution, delivery and performance
of  the  Merger  Documents,  nor  the  consummation  of  the  Merger,  will:

          (1)  Conflict  with,  result  in a violation of, cause a default under
     (with  or without notice, lapse of time or both) or give rise to a right of
     termination,  amendment,  cancellation  or  acceleration  of any obligation
     contained  in  or  the loss of any material benefit under, or result in the
     creation  of any lien, security interest, charge or encumbrance upon any of
     the  material  properties or assets of Icoworks or any Subsidiary under any
     term,  condition  or  provision  of  any  loan  or  credit agreement, note,
     debenture, bond, mortgage, indenture, lease or other agreement, instrument,
     permit,  license, judgment, order, decree, statute, law, ordinance, rule or
     regulation  applicable  to  Icoworks  or  any  Subsidiary,  or  any  of its
     respective  property  or  assets;

          (2)  Violate  any  provision  of  the  certificate of incorporation or
     by-laws  of  Icoworks;  or

          (3)  Violate  any  order,  writ, injunction, decree, statute, rule, or
     regulation  of any court or governmental or regulatory authority applicable
     to  Icoworks or any Subsidiary or any of its respective property or assets.

     3.7     Actions  and  Proceedings.  Except  as  disclosed  in  Disclosure
Schedule  3.7,  there is no claim, charge, arbitration, grievance, action, suit,
investigation  or  proceeding  by  or  before any court, arbiter, administrative
agency  or other governmental authority now pending or, to the best knowledge of
Icoworks,  threatened against Icoworks or which involves any of the business, or
the  properties or assets of Icoworks that, if adversely resolved or determined,
would  have  a  material  adverse  effect  on  the business, operations, assets,
properties, prospects, or conditions of Icoworks and its Subsidiaries taken as a
whole  ("Icoworks  Material  Adverse Effect").  There is no reasonable basis for
any  claim  or  action that, based upon the likelihood of its being asserted and
its  success  if  asserted,  would have such a Icoworks Material Adverse Effect.
Disclosure  Schedule  3.7 lists all pending legal claims or proceedings, whether
or  not  such  claim  or  proceeding would result in a Icoworks Material Adverse
Effect.

     3.8     Compliance.
             ----------

     (a)     Icoworks  and  its  Subsidiaries are in compliance with, are not in
default  or  violation  in any material respect under, and have not been charged
with  or received any notice at any time of any material violation by it of, any
statute, law, ordinance, regulation, rule, decree or other applicable regulation
to  the  business  or  operations  of  Icoworks;

     (b)     Icoworks  and  its  Subsidiaries  have  duly  filed all reports and
returns  required  to  be  filed  by  it  with  governmental authorities and has
obtained all governmental permits and other governmental consents, except as may
be  required  after  the  execution  of this Agreement.  All of such permits and
consents  are in full force and effect, and no proceedings for the suspension or
cancellation  of  any  of them, and no investigation relating to any of them, is
pending  or to the best knowledge of Icoworks, threatened, and none of them will
be  adversely  affected  by  the  consummation  of the transactions contemplated
hereby.

     3.9  Filings,  Consents  and  Approvals. Except for any filings required by
applicable  securities  laws,  the Registration Statement (as defined in Section
6.9),  the  filing  of  the  Articles  of Merger pursuant to the Nevada Law, the
approval of the Icoworks Stockholders, no filing or registration with, no notice
to  and  no  permit,  authorization,  consent,  or  approval  of  any  public or
governmental  body  or  authority or other person or entity is necessary for the
consummation  by  Icoworks of the transactions contemplated by this

                                  6 of 6

Agreement  or  to  enable  the  Surviving  Corporation  to  continue  to conduct
Icoworks'  business  after the Closing Date in a manner which is consistent with
that  in  which  it  is  presently  conducted.

     3.10  Financial  Representations.  Attached to this Agreement as Disclosure
Schedule  3.10  are  true,  correct,  and  complete  copies  of  (1)  an audited
consolidated balance sheet for Icoworks dated as of June 30, 2001, together with
related  statements  of  income, cash flows, and changes in shareholder's equity
for  the  fiscal  year then ended, (ii) unaudited consolidated balance sheet for
Icoworks  dated as of June 30, 2002, together with related statements of income,
cash  flows,  and changes in shareholder's equity for the fiscal year then ended
(collectively,  the  "Icoworks  Financial  Statements").  The Icoworks Financial
Statements  (a) are in accordance with the books and records of Icoworks and (b)
present  fairly  the  financial condition of Icoworks as of the respective dates
indicated  and  the  results  of  operations  for such periods. Icoworks has not
received  any  advice  or  notification  from  its  independent certified public
accountants  that  Icoworks has used any improper accounting practice that would
have  the  effect  of  not reflecting or incorrectly reflecting in the Financial
Statements  or  the  books  and  records  of  Icoworks,  any properties, assets,
liabilities, revenues, or expenses. The books, records, and accounts of Icoworks
accurately  and  fairly reflect, in reasonable detail, the transactions, assets,
and  liabilities  of  Icoworks.  Icoworks  has  not  engaged in any transaction,
maintained  any  bank  account,  or  used  any  funds  of  Icoworks,  except for
transactions,  bank accounts, and funds which have been and are reflected in the
normally  maintained  books  and records of Icoworks. All property and assets of
Icoworks,  including  the  property  and  assets  disclosed  on  the  Financial
Statements  are  owned  by  Icoworks  free  and  clear  of  all  liens, charges,
encumbrances  and  security  interests,  except  as  disclosed  in  the Icoworks
Financial  Statements.  The Icoworks Financial Statements will also be deemed to
include  the financial statements delivered by Icoworks pursuant to Section 6.12
of  this  Agreement.

     3.11  Absence of Undisclosed Liabilities. Except as set forth in Disclosure
Schedule  3.11,  Icoworks  has  no  liabilities  or obligations either direct or
indirect,  matured  or  unmatured,  absolute,  contingent  or  otherwise, which:

     (a)     are  not  set  forth  in  the  Financial  Statements  or  have  not
heretofore  been  paid  or  discharged;

     (b)     did  not arise in the regular and ordinary course of business under
any  agreement,  contract,  commitment, lease or plan specifically disclosed (or
are  not  required  to  be  disclosed  in  accordance  with  GAAP);  or

     (c)     have  not  been  incurred  in  amounts  and  pursuant  to practices
consistent  with  past  business  practice, in or as a result of the regular and
ordinary course of its business since the date of the last Financial Statements.

     For purposes of this Agreement, the term "liabilities" includes, any direct
or  indirect  indebtedness,  guaranty,  endorsement,  claim,  loss,  damage,
deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known
or  unknown, asserted choate or inchoate, liquidated or unliquidated, secured or
unsecured.

     3.12  Tax Matters. "Tax" or "Taxes" means any and all taxes, charges, fees,
levies,  duties  or  other assessments whether federal, state, local or foreign,
based  upon  or measured by income, capital, net worth or gain and any other tax
including,  recapture,  gross receipts, profits. sales, use, occupation, use and
occupancy,  value  added,  ad  valorem,  customers, transfer, franchise, shares,
withholding,  payroll,  employment,  excise,  or  property taxes with respect to
Icoworks  or  its Subsidiaries, together with any interest, fines, penalties and
additions  to  tax  imposed  with  respect  thereto.

     (a)     As  of  the  date  hereof,  (i)  Icoworks and its Subsidiaries have
timely  filed  all Tax returns which are required to be filed on or prior to the
date  hereof,  taking  into account any extensions of the filing deadlines which
have  been  validly  granted  to  them;  and  (ii) all such returns are true and
correct  in  all  material  respects.

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     (b)     Icoworks  and its Subsidiaries have paid all Taxes that have become
or  are due with respect to any period ended on or prior to the date hereof, and
has  established  an  adequate  reserve therefore on its balance sheet for those
Taxes  not  yet  due  and  payable.

     (c)     Neither  Icoworks  nor  any of its Subsidiaries is presently under,
nor has Icoworks or any of its Subsidiaries received notice of, any contemplated
investigation  or  audit by the Internal Revenue Service or any foreign or state
taxing  authority  concerning  any fiscal year or period ended prior to the date
hereof.

     (d)     All  Taxes  required  to be withheld on or prior to the date hereof
from  employees  for income Taxes, social security Taxes, unemployment Taxes and
other  similar withholding Taxes have been properly withheld and, if required on
or  prior  to  the  date  hereof,  have  been  deposited  with  the  appropriate
governmental  agency.

     (e)     Icoworks  is  not  a  party  to  any  tax-sharing  agreements or
similar contracts  or  arrangements.
     3.13  Absence  of Changes. Except as set forth in Disclosure Schedule 3.13,
since  June  30,  2002,  neither  Icoworks  nor  any  of  its  Subsidiaries has:

     (a)     incurred  any  liabilities,  other than liabilities incurred in the
ordinary  course  of  business  consistent  with past practice, or discharged or
satisfied  any  lien  or encumbrance, or paid any liabilities, other than in the
ordinary  course  of business consistent with past practice, or failed to pay or
discharge  when due any liabilities of which the failure to pay or discharge has
caused  or  will cause any material damage or risk of material loss to it or any
of  its  assets  or  properties;

     (b)     sold,  encumbered,  assigned  or  transferred  any  fixed assets or
properties  which  would  have  been  included  in the assets of Icoworks of any
Subsidiary  if  the  closing had been held on June 30, 2002 or on any date since
then,  except  for ordinary course of business transactions consistent with past
practice;

     (c)     created, incurred, assumed or guaranteed any indebtedness for money
borrowed,  or mortgaged, pledged or subjected any of the assets or properties of
Icoworks  or  any  Subsidiary  to any mortgage, lien, pledge, security interest,
conditional  sales  contract  or  other  encumbrance  of  any nature whatsoever;

     (d)     made  or  suffered  any  amendment  or  termination of any material
agreement,  contract,  commitment,  lease  or  plan to which it is a party or by
which  it  is  bound,  or cancelled, modified or waived any substantial debts or
claims  held  by it or waived any rights of substantial value, whether or not in
the  ordinary  course  of  business;

     (e)     declared,  set aside or paid any dividend or made or agreed to make
any  other distribution or payment in respect of its capital shares or redeemed,
purchased  or otherwise acquired or agreed to redeem, purchase or acquire any of
its  capital  shares  or  equity  securities;

     (f)     suffered any damage, destruction or loss, whether or not covered by
insurance, materially and adversely its business, operations, assets, properties
or  prospects;

     (g)     suffered any material adverse change in its  business,  operations,
assets,  properties,  prospects  or  condition  (financial  or  otherwise);

     (h)     received  notice  or  had  knowledge  of  any actual or  threatened
labor  trouble,  termination,  resignation, strike or other occurrence, event or
condition of any similar character which has had or might have an adverse effect
on  its  business,  operations,  assets,  properties  or  prospects;

                                  8 of 8

     (i)     made  commitments or agreements for capital expenditures or capital
additions  or  betterments exceeding in the aggregate $5,000, except such as may
be  involved  in  ordinary  repair,  maintenance  or  replacement of its assets;

     (j)     other  than  in  the  ordinary  course  of  business,  increase the
salaries  or  other compensation of, or made any advance (excluding advances for
ordinary  and  necessary  business expenses) or loan to, any of its employees or
made  any  increase  in,  or any addition to, other benefits to which any of its
employees  may  be  entitled;

     (k)     changed any of the accounting principles followed or the methods of
applying  such  principles;

     (1)     entered  into  any transaction other than in the ordinary course of
business  consistent  with  past  practice;  or

     (m)     agreed,  whether  in writing or orally, to do any of the foregoing.

     3.14  Personal  Property.  Disclosure  Schedule 3.14 contains a list of all
material equipment, furniture, fixtures and other tangible personal property and
assets  owned or leased by Icoworks and its Subsidiaries. Except as disclosed on
Disclosure  Schedule  3.14,  Icoworks or its Subsidiaries possesses all property
and  items  necessary for the continued operation of the business of Icoworks as
presently  conducted.  All of such items are in good operating condition (normal
wear  and tear excepted), and are reasonably fit for the purposes for which such
item  is  presently  used.

     3.15  Insurance.  The assets, properties and operations of Icoworks and its
Subsidiaries  are  insured under various policies of general liability and other
forms of insurance consistent with prudent business practices. All such policies
are  in  full  force  and  effect  in  accordance with their terms, no notice of
cancellation  has been received, and there is no existing default by Icoworks or
any  event  which,  with  the giving of notice, the lapse of time or both, would
constitute  a  default  thereunder. All premiums to date have been paid in full.

     3.16  Employees  and  Consultants. Disclosure Schedule 3.17 lists the name,
address,  date  of  hire,  title  or position, compensation and benefits of each
employee or consultant of Icoworks or any of its Subsidiaries. All employees and
consultants have been paid all salaries, wages, income and any other sum due and
owing to them by Icoworks as at the end of the most recent completed pay period.
Icoworks  is not aware of any labor conflict with any of Icoworks employees that
might reasonably be expected to have a Icoworks Material Adverse Effect. Neither
Icoworks  nor  any of its Subsidiaries has entered into any written contracts of
employment  or consulting agreements other than as listed on Disclosure Schedule
3.17.  All  amounts  required  to be withheld by Icoworks or any Subsidiary from
employees  salaries  or  wages  and paid to any governmental or taxing authority
have  been  so  withheld  and  paid.  No  employee  of  Icoworks  or  any of its
Subsidiaries  is  in  violation  of  any  term  of  any  employment  contract,
non-disclosure  agreement,  non-competition  agreement  or any other contract or
agreement  relating  to  the  relationship of such employee with Icoworks or the
Subsidiary  or  any other nature of the business conducted or to be conducted by
Icoworks  or  the  Surviving  Corporation.

     3.17  Benefit  Plans.  Icoworks  has  no  Employee Benefit Plans within the
meaning  of the Employee Retirement Income Security Act of 1974, as amended, and
the  rules  and  regulations  promulgated  thereunder.

     3.18     Intellectual  Property

     (a)  Intellectual Property Assets. The Intellectual Property Assets are all
those  necessary  for  the  operation  of  the  business  of  Icoworks  and  its
Subsidiaries  as  it  is  currently  conducted.  The term "Intellectual Property
Assets"  includes:

                                  9 of 9

          (1) the name "Icoworks", all functional business names, trading names,
     registered  and  unregistered  trademarks,  service marks, and applications
     collectively,  "Marks");

          (2)  all  patents,  patent  applications,  and  inventions,  methods,
     processes and discoveries that may be patentable (collectively, "Patents");

          (3)  all  copyrights  in  both  published  works and unpublished works
     (collectively,  "Copyrights");

          (4)  all  know-how,  trade secrets, confidential information, customer
     lists,  software,  technical  information, data, process technology, plans,
     drawings,  and blue prints owned, used, or licensed by Icoworks as licensee
     or  licensor  (collectively,  "Trade  Secrets").

     (b)     Agreements.  Disclosure  Schedule  3.19  contains  a  complete  and
accurate  list and summary description, including any royalties paid or received
by Icoworks or its Subsidiaries, of all contracts and agreements relating to the
Intellectual  Property  Assets to which Icoworks or any Subsidiary is a party or
by  which Icoworks or any Subsidiary is bound, except for any license implied by
the  sale  of  a  product and perpetual, paid-up licenses for commonly available
software  programs  with  a  value of less than $500 under which Icoworks or any
Subsidiary  is the licensee.  There are no outstanding or threatened disputes or
disagreements  with  respect  to  any  such  agreement.

     (c)       Intellectual  Property and Know-How Necessary for  the  Business.
Except  as  set  forth in Disclosure Schedule 3.19, Icoworks is the owner of all
right,  title,  and interest in and to each of the Intellectual Property Assets,
free  and  clear  of  all  liens, security interests, charges, encumbrances, and
other  adverse claims, and has the right to use without payment to a third party
of  all  the  Intellectual  Property  Assets.  Except as set forth in Disclosure
Schedule 3.19, all former and current employees and contractors of Icoworks have
executed  written contracts, agreements or other undertakings with Icoworks that
assign  all  rights to any inventions, improvements, discoveries, or information
relating  to  the  business  of  Icoworks.  No  employee,  director,  officer or
shareholder  of any of Icoworks owns directly or indirectly in whole or in part,
any  Intellectual  Property  Asset which Icoworks is presently using or which is
necessary for the conduct of its business. No employee or contractor of Icoworks
or  any  of  its  Subsidiaries  has  entered into any contract or agreement that
restricts  or  limits in any way the scope or type of work in which the employee
may  be  engaged  or  requires  the  employee  to  transfer, assign, or disclose
information concerning his work to anyone other than Icoworks or any Subsidiary.

     (d)     Patents.  Disclosure Schedule 3.19 contains a complete and accurate
list  and summary description of all Patents.  Except as set forth in Disclosure
Schedule  3.19,  Icoworks  is the owner of all right, title, and interest in and
to  each  of  the  Patents,  free  and  clear  of all liens, security interests,
charges,  encumbrances, and other adverse claims.  All of the issued Patents are
currently  in  compliance  with  formal legal requirements (including payment of
filing,  examination,  and  maintenance  fees and proofs of working or use), are
valid  and  enforceable, and are not subject to any maintenance fees or taxes or
actions falling, due within ninety days after the Effective Time.  No Patent has
been  or  is  now  involved  in  any  interference,  reissue,  reexamination, or
opposition  proceeding.  There  is  no  potentially interfering patent or patent
application  of  any third party.  No Patent is infringed or has been challenged
or  threatened  in any way.  None of the products manufactured and sold, nor any
process or know-how used, by Icoworks or its Subsidiaries infringe or is alleged
to infringe any patent or other proprietary night of any other person or entity.
All  products  made,  used,  or sold under the Patents have been marked with the
proper  patent  notice.

     (e)     Trademarks.  Disclosure  Schedule  3.19  contains  a  complete  and
accurate  list  and  summary description of all Marks and the jurisdiction where
the  Mark  is  registered,  if  applicable.  Icoworks is the owner of all night,
title,  and  interest  in and to each of the Marks, free and clear of all liens,
security

                                  10 of 10

interests,  charges. encumbrances, and other adverse claims. All Marks that have
been  registered with the United States Patent and Trademark Office or any other
country's  trademark  registration  office  are currently in compliance with all
formal  legal  requirements  (including  the  timely post-registration filing of
affidavits  of use and incontestability and renewal applications), are valid and
enforceable,  and  are  not  subject to any maintenance fees or taxes or actions
falling  due within ninety days after the Effective Time. No Mark has been or is
now involved in any opposition, invalidation, or cancellation and no such action
is  threatened  with  the  respect  to any of the Marks. There is no potentially
interfering  trademark  or  trademark application of any third party. No Mark is
infringed  or  has  been  challenged or threatened in any way. None of the Marks
used  by  Icoworks  or  its Subsidiaries infringes or is alleged to infringe any
trade  name,  trademark,  or  service  mark of any third party. All products and
materials containing a Mark bear the proper federal or other registration notice
where  permitted  by  law.

     (f)     Copyrights.  Disclosure  Schedule  3.19  contains  a  complete  and
accurate  list and summary description of all Copyrights.  Icoworks is the owner
of  all  right,  title,  and interest in and to each of the Copyrights, free and
clear of all liens, security interests, charges, encumbrances, and other adverse
claims.  All the Copyrights have been registered and are currently in compliance
with  formal  legal requirements, are valid and enforceable, and are not subject
to any maintenance fees or taxes or actions falling due within ninety days after
the  Effective  Time.  No  Copyright  is  infringed  or  has  been challenged or
threatened  in  any  way.  None  of  the subject matter of any of the Copyrights
infringes  or is alleged to infringe in any copyright of any third party or is a
derivative  work  based  on the work of a third party.  All works encompassed by
the  Copyrights  have  been  marked  with  the  proper  copyright  notice.

     (g)     Trade  Secrets.  Icoworks  has  taken all reasonable precautions to
protect  the secrecy, confidentiality, and value of its Trade Secrets.  Icoworks
has  good title and an absolute (but not necessarily exclusive) right to use the
Trade  Secrets.  The  Trade  Secrets  are  not  part  of the public knowledge or
literature,  and  have  not  been used, divulged, or appropriated either for the
benefit  of  any  person  or  entity  or to the detriment of Icoworks.  No Trade
Secret  is  subject to any adverse claim or has been challenged or threatened in
any  way.

     3.19  Real  Property. Neither Icoworks nor any of its Subsidiaries owns any
real  property.  Disclosure  Schedule  3.20 lists all leases, subleases or other
real property interests (collectively, "Leases") to which Icoworks or any of its
Subsidiaries  is a party or bound. Each of the Leases are legal, valid, binding,
enforceable  and  in  full force and effect in all material respects. All rental
and  other  payments required to be paid by Icoworks pursuant to any such Leases
have  been  duly paid and no event has occurred which, upon the passing of time,
the giving of notice, or both, would constitute a breach or default by any party
under  any  of the Leases. The Leases will continue to be legal, valid, binding,
enforceable  and  in  full  force  and  effect  on identical terms following the
Closing  Date.  Neither  Icoworks  nor  any  of  its  Subsidiaries has assigned,
transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in
the  Leases or the leasehold property pursuant thereto. Icoworks has delivered a
true  and  complete  copy  of  each  of  the  Leases  to  Paragon.

     3.20 Environmental Matters. Icoworks knows of no violation or violations by
Icoworks  or  any  of its Subsidiaries, or its respective employees or agents of
any  environmental  or  safety  statute, law or regulation that in the aggregate
would  have a Icoworks Material Adverse Effect and, no material expenditures are
or  will  be  required in order to comply with any such existing statute, law or
regulation.  No action, proceeding, permit revocation, writ, injunction or claim
is  pending  or,  to  the  best  knowledge  of  Icoworks,  threatened concerning
Icoworks'  facilities and Icoworks is not aware of any fact or circumstance that
could  involve  Icoworks  in any environmental litigation or impose any material
environmental  liability upon Icoworks. No Hazardous Material (as defined below)
is  present  on any Icoworks facility and, to the best knowledge of Icoworks, no
reasonable  likelihood  exists  that  any  Hazardous  Material  present on other
property  will  come  to  be  present  on  a  Icoworks  facility.  There  are no
underground  storage  tanks,  asbestos or PCBs present on any Icoworks facility.
For  the  purposes  of this Section 3.20 the term "Hazardous Material" means any
material  or  substance that is prohibited or regulated by any environmental law
or  that

                                  11 of 11

has  been  designated  by  any  governmental authority to be radioactive, toxic,
hazardous  or  otherwise  a  danger  to health, reproduction or the environment.

     3.21     Material  Contracts  and  Transactions.  Disclosure  Schedule 3.21
contains  a  list  of  all  material  contracts,  agreements, licenses, permits,
arrangements,  commitments,  instruments,  understandings  or contracts, whether
written  or  oral,  express or implied, contingent, fixed or otherwise, to which
Icoworks  or any of its Subsidiaries is a party (collectively, the "Contracts").

     (a)     Except  as listed on Disclosure Schedule 3.21, neither Icoworks nor
any  of  its  Subsidiaries  is  a  party  to  any  written  or  oral:

          (1)  agreement  for the purchase, sale or lease of any capital assets,
     or  continuing  contracts  for  the  purchase  or  lease  of any materials,
     supplies,  equipment,  real  property  or  services;

          (2) agreement regarding, sales agency, distributorship, or the payment
     of  commissions;

          (3)  agreement  for  the  employment  or  consultancy of any person or
     entity;

          (4) note, debenture, bond, trust agreement, letter of credit agreement
     loan  agreement,  or  other  contract  or  commitment  for the borrowing or
     lending  of  money,  or  agreement  or  arrangement for a line of credit or
     guarantee,  pledge, or undertaking of the indebtedness of any other person;

          (5) agreement, contract, or commitment for any charitable or political
     contribution;

          (6)  agreement,  contract,  or  commitment  limiting  or  restraining
     Icoworks,  their  business  or  any  successor  thereto  from  engaging  or
     competing  in  any  manner or in any business or from hiring any employees,
     nor is any employee of Icoworks subject to any such agreement, contract, or
     commitment;

          (7)  material  agreement,  contract,  or  commitment  not  made in the
     ordinary  course  of  business;

          (8)  agreement  establishing  or  providing  for  any  joint  venture,
     partnership,  or  similar  arrangement  with  any  other  person or entity;

          (9)  agreement,  contract  or  understanding  containing  a "change in
     control,"  or  similar  provision;  or

          (10)  power  of  attorney  or  similar  authority  to  act.

     (b)     Each  Contract  is  in  full  force and effect, and there exists no
material  breach  or  violation  of  or  default  by  Icoworks  or  any  of  its
Subsidiaries  under  any  Contract  nor by any other party to a Contract, or any
event  that  with  notice  or the lapse of time, or both, will create a material
breach  or violation thereof or default under any Contract by Icoworks or by any
other  party  to  a  Contract.  The continuation, validity, and effectiveness of
each Contract will in no way be affected by the consummation of the transactions
contemplated  by  this Agreement.  Except as listed on Disclosure Schedule 3.21,
there  exists  no  actual or threatened termination, cancellation, or limitation
of,  or any amendment, modification, or change to any Contract.  A true, correct
and  complete  copy  (and  if  oral,  a  description  of material terms) of each
Contract,  as  amended  to  date,  has  been  furnished  to  Paragon.

     3.22 Certain Transactions. Except as set forth in Disclosure Schedule 3.22,
Icoworks  is  not  indebted,  directly  or  indirectly,  to any of its officers,
directors  or  shareholders  or  to their respective spouses

                                  12 of 12

or  children,  in any amount whatsoever; none of said officers, directors or, to
the best of Icoworks' knowledge, shareholders, or any members of their immediate
families, are indebted to Icoworks or any of its Subsidiaries or have any direct
or  indirect  ownership  interest in any firm or corporation with which Icoworks
has  a  business  relationship,  or  any  firm or corporation that competes with
Icoworks.  Icoworks  is not a guarantor or indemnitor of any indebtedness of any
other  person,  firm  or  corporation.

     3.23  No  Brokers. Icoworks has not incurred any obligation or liability to
any  party  for  any  brokerage  fees,  agent's commissions, or finder's fees in
connection  with  the  transactions  contemplated  by  this  Agreement for which
Paragon  would  be  responsible.

     3.24  Minute  Books.  The  minute  books  of  Icoworks and its Subsidiaries
provided  to Paragon contain a complete summary of all meetings of directors and
shareholders  since  the  time  of  incorporation of such entity and reflect all
transactions  referred  to  in such minutes accurately in all material respects.

     3.25  Completeness of Disclosure. No representation or warranty by Icoworks
in  this  Agreement  nor  any  certificate,  schedule,  statement,  document  or
instrument  furnished  or to be furnished to Paragon pursuant hereto contains or
will  contain  any  untrue statement of a material fact or omits or will omit to
state  a  material  fact required to be stated herein or therein or necessary to
make  any  statement  herein  or  therein  not  materially  misleading.

                                    SECTION  4
                    REPRESENTATIONS AND WARRANTIES OF PARAGON

     Paragon  represents and warrants to Icoworks and acknowledges that Icoworks
is  relying  upon  such  representations  and  warranties in connection with the
execution,  delivery  and  performance  of  this  Agreement, notwithstanding any
investigation  made  by  or  on  behalf  of  Icoworks.

     4.1  Organization  and  Good  Standing.  Paragon is duly organized, validly
existing  and  in  good  standing under the laws of Nevada and has all requisite
corporate  power and authority to own, lease and to carry on its business as now
being  conducted.  Paragon  is  duly  qualified  to  do  business and is in good
standing  as  a  foreign  corporation in each of the jurisdictions in which each
owns  property,  leases  property, does business, or is otherwise required to do
so, where the failure to be so qualified would have a material adverse effect on
the  businesses,  operations,  or  financial  condition  of  Paragon.

     4.2  Authority.  Paragon has all requisite corporate power and authority to
execute and deliver the Merger Documents to be signed by them and to perform its
obligations  thereunder and to consummate the transactions contemplated thereby.
The  execution  and  delivery of each of the Merger Documents by Paragon and the
consummation  by Paragon of the transactions contemplated thereby have been duly
authorized  by  its  Board  of  Directors  and no other corporate or shareholder
proceedings on Paragon is necessary to authorize such documents or to consummate
the transactions contemplated thereby other than approval of the shareholders of
Paragon.

     4.3  Capitalization  of  Paragon.  The  entire authorized capital stock and
other  equity  securities  of  Paragon  ("Paragon Stock") consists of 25,000,000
shares  of  common  stock,  par  value $0.001 ("Paragon Common Stock"), of which
there  are  currently 2,850,000 shares issued and outstanding. All of the issued
and  outstanding  shares of Paragon Stock have been duly authorized, are validly
issued,  were  not  issued  in violation of any pre-emptive rights and are fully
paid  and  non-assessable, are not subject to pre-emptive rights and were issued
in  full  compliance  with  all  federal,  state,  and  local  laws,  rules  and
regulations.  Except  as  set  forth  on  Disclosure

                                  13 of 13

Schedule 4.3, there are no outstanding options, warrants, subscriptions, phantom
shares,  conversion  rights,  or  other  rights,  agreements,  or  commitments
obligating Paragon to issue any additional shares of Paragon Stock, or any other
securities  convertible  into,  exchangeable  for,  or  evidencing  the right to
subscribe for or acquire from Paragon any shares of Paragon Stock. Except as set
forth on Disclosure Schedule 4.3, there are no agreements purporting to restrict
the transfer of the Paragon Stock, no voting agreements, voting trusts, or other
arrangements  restricting  or  affecting  the  voting  of  the  Paragon  Stock.

     4.4  Validity  of Paragon Common Stock Issuable Upon the Merger. The shares
of  Paragon  Common  Stock  to  be  issued  to  the  Icoworks  Stockholders upon
consummation of the Merger in accordance with Section 2.1 of this Agreement have
been  duly  and  validly  authorized  and, when so issued in accordance with the
terms  of  this  Agreement,  will  be  duly  and  validly issued, fully paid and
non-assessable.

     4.5  Actions  and  Proceedings.  There  is  no  claim, charge, arbitration,
grievance,  action,  suit,  investigation  or proceeding by or before any court,
arbiter,  administrative  agency or other governmental authority now pending or,
to  the best knowledge of Paragon, threatened against Paragon which involves any
of  the  business,  or  the  properties  or assets of Paragon that, if adversely
resolved  or  determined,  would have a material adverse effect on the business,
operations,  assets,  properties,  prospects or conditions of Paragon taken as a
whole. There is no reasonable basis for any claim or action that, based upon the
likelihood  of its being asserted and its success if asserted, would have such a
material  adverse  effect.

     4.6  Financial  Representations.  The  audited  and  unaudited  financial
statements  of  Paragon  as filed with the United States Securities and Exchange
Commission  (collectively,  the  "Paragon  Financial  Statements")  (a)  are  in
accordance  with  the  books  and  records of Paragon and (b) present fairly the
financial  condition  of  Paragon  as  of the respective dates indicated and the
results  of  operations  for  such  periods,  except  that any unaudited interim
financial  statements  were  or will be subject to normal and recurring year-end
adjustments.  Paragon  has  not  received  any  advice  or notification from its
independent  certified  public  accountants  that  Paragon has used any improper
accounting  practice that would have the effect of not reflecting or incorrectly
reflecting  in  the  Paragon  Financial  Statements  or the books and records of
Paragon,  any properties, assets, liabilities, revenues, or expenses. The books,
records,  and  accounts  of Paragon accurately and fairly reflect, in reasonable
detail,  the  transactions,  assets, and liabilities of Paragon. Paragon has not
engaged  in  any  transaction, maintained any bank account, or used any funds of
Paragon,  except  for transactions, bank accounts, and funds which have been and
are  reflected  in  the  normally  maintained  books  and  records  of  Paragon.

     4.7  Absence  of  Certain  Changes  or  Events. Except as and to the extent
disclosed  in  the  Paragon Financial Statements, since June 30, 2002, there has
not  been (a) a material adverse effect to the business, operations or financial
conditions  of  Paragon,  or  (b)  any  significant  change  by  Paragon  in its
accounting  methods,  principles  or  practices.

     4.8  Filings,  Consents  and  Approvals. Except for any filings required by
applicable  securities laws, filing of the Registration Statement (as defined in
Section  6.9),  the filing of the Articles of Merger pursuant to the Nevada Law,
no  filing  or  registration  with,  no  notice to and no permit, authorization,
consent,  or  approval  of any public or governmental body or authority or other
person  or  entity  is  necessary  for  the  consummation  by  Paragon  of  the
transactions  contemplated by this Agreement or to enable Paragon to continue to

conduct its business after the Closing Date in a manner which is consistent with
that  in  which  it  is  presently  conducted.

     4.10  Material Contracts and Transactions. There are no material contracts,
agreements,  licenses,  permits,  arrangements,  commitments,  instruments,
understandings  or  contracts,  whether  written  or  oral,  express or implied,
contingent,  fixed or otherwise, to which Paragon is a party other then retainer
agreements  with  legal  counsel  and  accountants.

     4.11  No  Brokers.  Paragon has not incurred any obligation or liability to
any  party  for  any  brokerage  fees,  agent's commissions, or finder's fees in
connection  with  the  transactions  contemplated  by  this  Agreement for which
Icoworks  would  be  responsible.

     4.12 Minute Books. The minute books of Paragon provided to Icoworks contain
a  complete summary of all meetings of directors and shareholders since the time
of incorporation of such entity and reflect all transactions referred to in such
minutes  accurately  in  all  material  respects.

                                  14 of 14

     4.13  SEC  Filings.  Paragon  has furnished or made available to Icoworks a
true  and  complete  copy  of  each report, schedule, registration statement and
proxy statement filed by Paragon with the SEC since the inception of Paragon (as
such  documents  have  since the time of their filing been amended, the "Paragon
SEC Documents"). Paragon has timely filed with the SEC all documents required to
have been filed pursuant to the Securities Act and the Exchange Act. As of their
respective  dates,  the  Paragon SEC Documents complied in all material respects
with  the  requirements  of the Securities Act, or the Exchange Act, as the case
may  be,  and the rules and regulations of the SEC thereunder applicable to such
Paragon  SEC  Documents,  and none of Paragon SEC Documents contained any untrue
statement  of a material fact or omitted to state a material fact required to be
stated  therein  or  necessary  to  make the statements therein, in light of the
circumstances  under  which  they  were  made,  not  misleading.

     4.14  Completeness  of Disclosure. No representation or warranty by Paragon
in  this  Agreement  nor  any  certificate,  schedule,  statement,  document  or
instrument  furnished or to be furnished to Icoworks pursuant hereto contains or
will  contain  any  untrue statement of a material fact or omits or will omit to
state  a  material  fact required to be stated herein or therein or necessary to
make  any  statement  herein  or  therein  not  materially  misleading.

                                    SECTION 5
                               CLOSING CONDITIONS

     5.1  Conditions  Precedent to Closing by Paragon. The obligation of Paragon
to  consummate  the  Merger is subject to the satisfaction of the conditions set
forth  below,  unless  any  such condition is waived Paragon at the Closing. The
Closing  of  the  transactions  contemplated by this Agreement will be deemed to
mean  a  waiver  of  all  conditions  to  Closing.

     (a)     Representations and Warranties.  The representations and warranties
of  Icoworks  set  forth in this Agreement will be true, correct and complete in
all  respects  as  of  the Closing Date, as though made on and as of the Closing
Date  and  Icoworks will have delivered to Paragon a certificate dated as of the
Closing  Date,  to  the  effect  that the representations and warranties made by
Icoworks  in  this  Agreement  are  true  and  correct.

     (b)     Performance.  All of the covenants and obligations that Icoworks is
required  to perform or to comply with pursuant to this Agreement at or prior to
the Closing must have been performed and complied with in all material respects.

     (c)     Merger  Documents.  This  Agreement  and all other Merger Documents
necessary  or  reasonably  required  to  consummate  the Merger, all in form and
substance  reasonably  satisfactory  to  Paragon,  will  have  been executed and
delivered  to  Paragon.

     (d)     Opinion of Icoworks' Counsel.  Icoworks will furnish Paragon with a
legal  opinion  of  its legal counsel, dated as of the Closing Date, in the form
attached  hereto  as  Exhibit  B.

     (e)     Employment  Agreements.  Surviving  Corporation  will  have entered
into  employment agreements or consulting agreements with certain key executives
and  other  personnel  determined  by  Paragon  on  terms  agreeable to Paragon,
Icoworks,  and  the  applicable  key  executives  or  other  personnel.

     (f)     Exercise of Appraisal Rights.  The holders of no more than  two (2)
percent  of the issued and outstanding shares  of  Icoworks  Common  Stock  will
have exercised appraisal rights under the Nevada Law as Dissenting Shareholders.
Icoworks  and  Paragon  will  have resolved all matters of appraisal and payment
under  the Nevada Law for each Dissenting Shareholder to Paragon's satisfaction.

                                  15 of 15

     (g)     Supplement  to  Disclosure  Schedules.  Any  additional disclosures
made  in  the  supplemental  Disclosure  Schedules  of Icoworks made pursuant to
Section  6.4  of  this  Agreement  will  be  acceptable to Paragon in their sole
discretion.

     (h)     Third Party Consents.  Icoworks will have  received  duly  executed
copies  of  all  third-party  consents  and approvals contemplated by the Merger
Documents,  in  form  and  substance  reasonably  satisfactory  to  Paragon.

     (i)     No  Material  Adverse  Change.  No Icoworks Material Adverse Effect
will  have  occurred  since  the  date  of  this  Agreement.

     (j)     No Action.  No suit,  action, or  proceeding  will  be  pending  or
threatenedbefore any governmental or regulatory authority wherein an unfavorable
judgment, order, decree, stipulation, injunction or charge would (i) prevent the
consummation  of any of the transactions contemplated by this Agreement, or (ii)
cause  the  transactions  to  be  rescinded  following  consummation.

     (k)     Due  Diligence  Review.   Paragon  will  be  reasonably  satisfied
in  all  respects with their due diligence investigation and review of Icoworks.

     (n)     Registration Statement.  The Registration Statement as described in
Section  6.9  of  this  Agreement, will have been declared effective by the SEC.

     (o)     Compliance  with  Securities  Laws.   Paragon  will  have  received
evidence  satisfactory  to  Paragon  in  its  discretion that the Merger and all
shares of Paragon Common Stock issuable in the Merger comply with all applicable
securities  laws.

     (p)     Approval  by  Icoworks  Stockholders.  The  shareholders of Paragon
will  have approved and adopted this Agreement and the Merger as required by the
Nevada  Law.

     5.2 Conditions Precedent to Closing by Icoworks. The obligation of Icoworks
to  consummate  the  Merger is subject to the satisfaction of the conditions set
forth  below,  unless  such  condition is waived by Icoworks at the Closing. The
Closing  of  the  Merger  will  be  deemed to mean a waiver of all conditions to
Closing.

     (a)     Representations and Warranties.  The representations and warranties
of Paragon set forth in this Agreement will be true, correct and complete in all
respects  as  of  the Closing Date, as though made on and as of the Closing Date
and  Paragon  will  have  delivered  to Icoworks a certificate dated the Closing
Date,  to  the effect that the representations and warranties made by Paragon in
this  Agreement  are  true  and  correct.

     (b)     Performance.  All of the  covenants and  obligations  that  Paragon
is  required to perform or to comply with pursuant to this Agreement at or prior
to  the  Closing  must  have  been  performed  and complied with in all material
respects.  Paragon  must  have  delivered  each  of the documents required to be
delivered  by  it  pursuant  to  this  Agreement.

     (c)     Approval  by  Icoworks  Stockholders.  The shareholders of Icoworks
will  have approved and adopted this Agreement and the Merger as required by the
Nevada  Law.

     (d)     Merger  Documents.  This  Agreement and all other Merger  Documents
necessary  or  reasonably required to consummate the transaction contemplated by
this  Agreement,  all in form and substance reasonably satisfactory to Icoworks,
will  have  been  executed  and  delivered  by  Paragon,  as  applicable.

                                  16 of 16

     (e)     Secretary's  Certificate  - Paragon.  Icoworks will have received a
certificate  of  the  Secretary  of  Paragon  attaching  (a) a copy of Paragon's
certificate  of  incorporation, as amended through the Closing Date certified by
the  Secretary  of  State of the State of Nevada; (b) a true and correct copy of
Paragon's  bylaws,  as amended; (c) certified copies of resolutions duly adopted
by  the  Board  of  Directors of Paragon approving the execution and delivery of
this Agreement and the other Merger Documents and the consummation of the Merger
and  the  other  transactions  contemplated  hereby  and  thereby;  and  (d)  a
certificate  as  to  the  incumbency  and  signatures of the officers of Paragon
executing  this  Agreement  and  the Merger Documents executed by Paragon on the
Closing  Date  as  contemplated  by  this  Agreement.

     (f)     Supplement  to  Disclosure  Schedules.  Any  additional disclosures
made  in  the  supplemental  Disclosure  Schedules  of  Paragon made Pursuant to
Section  6.4  of  this  Agreement  will  be  acceptable  to Icoworks in its sole
discretion.

     (g)     Exercise of Appraisal Rights.  The holders of no more than two (2)
percent  of  the issued and outstanding shares of Paragon Common Stock will have
exercised  appraisal  rights  under  the  Nevada Law as Dissenting Shareholders.
Icoworks  and  Paragon  will  have resolved all matters of appraisal and payment
under  the Nevada Law for each Dissenting Shareholder to Icoworks' satisfaction.

     (h)     Third  Party  Consents.  Icoworks  will have received duly executed
copies  of  all  third-party  consents  and approvals contemplated by the Merger
Documents,  in  form  and  substance  reasonably  satisfactory  to  Icoworks.

     (i)     No Material Adverse.  No event will have occurred since the date of
this  Agreement  that  has  had  a  material  adverse  effect  on  the business,
operations,  assets,  properties,  prospects or conditions of Paragon taken as a
whole.

     (j)     No Action.    No suit,  action,  or  proceeding will  be pending or
threatened  before  any  governmental  or  regulatory  authority  wherein  an
unfavorable judgment, order, decree, stipulation, injunction or charge would (i)
prevent  consummation of any of the transactions contemplated by this Agreement;
or  (ii)  cause  the  transactions  to  be  rescinded  following  consummation.

                                    SECTION 6
                       ADDITIONAL COVENANTS OF THE PARTIES

     6.1  Access  and  Investigation. Between the date of this Agreement and the
Closing  Date,  Icoworks, on the one hand, and Paragon, on the other hand, will,
and will cause each of their respective representatives to, (a) afford the other
and  its  representatives  full  and  free  access to its personnel, properties,
contracts,  books  and  records,  and  other documents and data, (b) furnish the
other  and  its  representatives  with  copies  of all such contracts, books and
records, and other existing documents and data as required by this Agreement and
as the other may otherwise reasonably request, and (c) furnish the other and its
representatives  with  such  additional financial, operating, and other data and
information  as  the  other  may  reasonably  request.  All  of  such  access,
investigation  and  communication  by  a  party  and its representatives will be
conducted during normal business hours and in a manner designed not to interfere
unduly  with  the normal business operations of the other party. Each party will
instruct  its auditors to cooperate with the other party and its representatives
in  connection  with  such  investigations.

     6.2  Confidentiality.  All  information  regarding the business of Icoworks
including,  without  limitation, financial information that Icoworks provides to
Paragon during Paragon's due diligence investigation of Icoworks will be kept in
strict confidence by Paragon and will not be used (except in connection with due
diligence),  dealt  with, exploited or commercialized by Paragon or disclosed to
any  third  party  (other  than  Paragon's  professional  accounting  and  legal
advisors)  without  the  prior  written consent of Icoworks. If the transactions
contemplated  by this Agreement do not proceed for any reason, then upon receipt
of  a  written  request  from  the  Icoworks, Paragon will immediately return to
Icoworks  any  information

                                  17 of 17

received  regarding  Icoworks' business. Likewise, all information regarding the
business  of  Paragon  including, without limitation, financial information that
Paragon  provides  to Icoworks during its due diligence investigation of Paragon
will  be  kept  in strict confidence by Icoworks and will not be used (except in
connection  with  due  diligence),  dealt  with,  exploited or commercialized by
Icoworks  or  disclosed  to  any  third party (other than Icoworks' professional
accounting  and  legal advisors) without Paragon's prior written consent. If the
transactions  contemplated by this Agreement do not proceed for any reason, then
upon receipt of a written request from Paragon, Icoworks will immediately return
to  Paragon  (or  as  directed  by  Paragon)  any information received regarding
Paragon's  business.

     6.3  Notification.  Between  the  date  of this Agreement and the Effective
Time,  each  of  the  parties  to  this Agreement will promptly notify the other
parties  in  writing if it becomes aware of any fact or condition that causes or
constitutes a material breach of any of its representations and warranties as of
the date of this Agreement, if it becomes aware of the occurrence after the date
of  this  Agreement  of  any  fact or condition that would cause or constitute a
material  breach  of any such representation or warranty had such representation
or  warranty been made as of the time of occurrence or discovery of such fact or
condition.  Should  any  such  fact  or  condition  require  any  chance  in the
Disclosure Schedules relating to such party, such party will promptly deliver to
the  other  parties  a  supplement  to  the Disclosure Schedules specifying such
change.  During  the  same  period,  each  party  will promptly notify the other
parties  of the occurrence of any material breach of any of its covenant in this
Agreement  or  of  the occurrence of any event that may make the satisfaction of
such  conditions  impossible  or  unlikely.

     6.4  Exclusivity.  Until such time, if any, as this Agreement is terminated
pursuant  to  Article  7,  Icoworks  will  not,  directly or indirectly solicit,
initiate,  entertain  or  accept  any  inquiries  or  proposals from, discuss or
negotiate  with, provide any nonpublic information to, or consider the merits of
any  unsolicited  inquiries  or proposals from, any person or entity (other than
Paragon)  relating  to  any  transaction  involving  the sale of the business or
assets  (other  than  in the ordinary course of business), or any of the capital
stock  of  Icoworks,  or  any  merger,  consolidation,  business combination, or
similar  transaction.  Icoworks  will  promptly  notify Paragon if it receive an
unsolicited  offer  for  such a transaction, or obtains information that such an
offer  is  likely  to  be  made,  which  notice will include the identity of the
prospective  offeror  and  the  price  and  terms  of  the  proposed  offer.

     6.5  Conduct  of  Icoworks Business Prior to Closing. From the date of this
Agreement  to  the Closing Date, and except to the extent that Paragon otherwise
consents  in  writing,  Icoworks  will  operate  its  business  substantially as
presently  operated  and  only in the ordinary course and in compliance with all
applicable laws, and use its best efforts to preserve intact its good reputation
and present business organization and to preserve its relationships with persons
having  business  dealings  with  it.

     6.6  Certain Acts Prohibited - Icoworks. Between the date of this Agreement
and  the  Closing  Date, Icoworks will not, without the prior written consent of
Paragon:

     (a)     amend  its  certificate  of  incorporation,  by-laws  or  other
organizational  documents;

     (b)     incur any liability or obligation other than in the ordinary course
of business or encumber or permit the encumbrance of any properties or assets of
Icoworks,  except  as  disclosed  in  a  Disclosure  Schedule to this Agreement;

     (c)     dispose  of  or  contract  to dispose of any Icoworks property or
assets except in the ordinary course of business consistent with past practice;

     (d)     issue,  deliver,  sell,  pledge or otherwise encumber or subject to
any lien any shares of the Icoworks Stock, or any rights, warrants or options to
acquire,  any  such  shares,  voting  securities  or  convertible  securities;

                                  18 of 18

     (e)     not  (i)  declare,  set  aside or pay any dividends on, or make any
other  distributions in respect of the Icoworks Stock, or (ii) split, combine or
reclassify  any  Icoworks  Stock or issue or authorize the issuance of any other
securities  in  respect of, in lieu of or in substitution for shares of Icoworks
Stock;  or

     (f)     not  materially  increase  benefits  or  compensation  expenses  of
Icoworks, other than as contemplated by the terms of any employment agreement in
existence  on  the date of this Agreement, increase the cash compensation of any
director,  executive  officer or other key employee or pay any benefit or amount
not required by a Plan or arrangement as in effect on the date of this Agreement
to  any  such  person.

     6.7  Certain  Acts Prohibited - Paragon. Between the date of this Agreement
and  the  Closing  Date,  Paragon will not, without the prior written consent of
Icoworks:

     (a)     amend  its  certificate  of  incorporation,  by-laws  or  other
organizational  documents;

     (b)     incur any liability or obligation other than in the ordinary course
of business or encumber or permit the encumbrance of any properties or assets of
Paragon,  except  as  disclosed  in  a  Disclosure  Schedule  to this Agreement;

     (c)     dispose  of  or  contract  to  dispose of any Paragon  property  or
assets  except in the ordinary course of business consistent with past practice;

     (d)     issue  or  sell shares of Paragon Stock, or any rights, warrants or
options  to  acquire,  any  such  shares,  voting  securities  or  convertible
securities,  other  than  in private placement transactions as contemplated with
Section  1.8  of  this  Agreement and up to 1,000,000 share purchase warrants or
options;  or

     (e)     except  as  contemplated  in Section 1.9 of this Agreement, not (i)
declare,  set  aside or pay any dividends on, or make any other distributions in
respect  of  the Paragon Stock, or (ii) split, combine or reclassify any Paragon
Stock  or issue or authorize the issuance of any other securities in respect of,
in  lieu  of  or  in  substitution  for  shares  of  Paragon  Stock.

     6.8 Registration Statement. As soon as is practical after execution of this
Agreement,  Paragon  will prepare and file with the SEC a registration statement
on  Form  S-4 (the "Registration Statement") covering the issuance of the Merger
Shares. Icoworks and Paragon will each use their commercially reasonable efforts
to  cause  the Registration Statement to become effective. Once the Registration
Statement  is  effective, each of Paragon and Icoworks will promptly submit this
Agreement  to its shareholders for their approval and use its reasonable efforts
to  obtain  approval  of  the  Merger  by  its  shareholders. Icoworks agrees to
cooperate  with Paragon in preparing the Registration Statement and will provide
all  necessary information about Icoworks' business and business plans, officers
and  directors,  financial  statements  (including  audited financial statements
where  required)  and  other  information  required  by  the  SEC regulations or
otherwise  reasonably  deemed  necessary  by  Paragon  and  its  legal  counsel.

     6.9  Public  Announcements.  Paragon and Icoworks each agree that they will
not  release or issue any reports or statements or make any public announcements
relating  to  this Agreement or the transactions contemplated herein without the
prior written consent of the other party, except as may be required upon written
advice  of  counsel  to  comply  with applicable laws or regulatory requirements
after  consulting  with the other party hereto and seeking their consent to such
announcement.

     6.10  Paragon Board of Directors. Immediately upon the Closing, the current
directors  of Paragon will adopt resolutions appointing a new board of directors
for  Paragon  consisting  of  a majority of the directors nominated by Icoworks.

     6.11  Paragon Name Change. Paragon agrees that it will change its corporate
name  to  Icoworks,  Inc.,  which  name  change  will  be  effective only if the
shareholders  of  Paragon  approve  the  name

                                  19 of 19

change  in  accordance  with  Nevada  Law and the Merger is consummated. Paragon
agrees  to  use  its  commercially  reasonably  efforts to seek such shareholder
approval  of  the  name  change  and  to recommend to its shareholders that they
approve  the  name  change.  If  the  Merger  is not consummated for any reason,
Paragon will not proceed with the change of its corporate name to Icoworks, Inc.

     6.12  Icoworks  Financial  Statements.  Following  the  execution  of  this
Agreement,  Icoworks  will  complete  and  deliver  to  Paragon  the  audited
consolidated balance sheet for Icoworks dated as of June 30, 2002, together with
related  statements  of  income, cash flows, and changes in shareholder's equity
for  the fiscal year then ended and any further financial statements required to
be  filed  with  the  SEC  in  connection  with the Registration Statement. Upon
delivery,  these financial statements will be deemed to be incorporated into the
definition  of  "Icoworks Financial Statements" for the purposes of Section 3.10
of  this  Agreement  and  all  representations and warranties of Icoworks to the
Financial  Statements  will apply to the financial statements delivered pursuant
to  this  Section  6.12.

                                    SECTION 7
                                   TERMINATION

     7.1  Termination. This Agreement may be terminated at any time prior to the
Effective  Time  of  the  transactions  contemplated  hereby  by:

     (a)     Mutual  agreement  of  Paragon  and  Icoworks;

     (b)     Paragon,  if  there  has  been a breach by Icoworks of any material
representation,  warranty,  covenant or agreement set forth in this Agreement on
the  part  of  Icoworks  that  is  not  cured, to the reasonable satisfaction of
Paragon,  within  ten  business  days  after  notice  of such breach is given by
Paragon  (except  that  no cure period will be provided for a breach by Icoworks
that  by  its  nature  cannot  be  cured);

     (c)     Icoworks,  if  there  has  been a breach by Paragon of any material
representation,  warranty,  covenant or agreement set forth in this Agreement on
the  part of Paragon that is not cured by the breaching party, to the reasonable
satisfaction  of  Icoworks, within ten business days after notice of such breach
is  given  by Icoworks (except that no cure period will be provided for a breach
by  Paragon  that  by  its  nature  cannot  be  cured);  or

     (d)     Paragon  or  Icoworks,  if  the  transactions  contemplated by this
Agreement  have  not  been  consummated  prior to May 1, 2003 unless the parties
agree  to  extend  such  date.

     7.2  Effect  of  Termination.  In  the  event  of  the  termination of this
Agreement as provided in Section 7.1, this Agreement will be of no further force
or effect, provided, however, that no termination of this Agreement will relieve
any  party  of  liability for any breaches of this Agreement that are based on a
wrongful  refusal  or  failure  to  perform  any  obligations.

                                    SECTION 8
                            MISCELLANEOUS PROVISIONS

     8.1  Effectiveness  of Representations; Survival. Each party is entitled to
rely  on  the  representations,  warranties  and agreements of each of the other
parties  and all such representation, warranties and agreement will be effective
regardless  of  any  investigation  that  any  party has undertaken or failed to
undertake.  The  representation,  warranties  and  agreements  will  survive the
Closing  Date and continue in full force and effect until the second anniversary
of  the Closing Date; provided that the representations and warranties regarding
Taxes will survive until the expiration of any applicable statute of limitations

                                  20 of 20

     8.2  Further Assurances. Each of the parties hereto will cooperate with the
others  and  execute  and  deliver  to  the  other  parties  hereto  such  other
instruments  and  documents  and  take  such  other actions as may be reasonably
requested from time to time by any other party hereto as necessary to carry out,
evidence,  and  confirm  the  intended  purposes  of  this  Agreement.

     8.3 Amendment. This Agreement may not be amended except by an instrument in
writing  signed  by  each  of  the  parties.

     8.4  Expenses.  Each  party  to  this  Agreement  will  bear its respective
expenses incurred in connection with the preparation, execution, and performance
of  this  Agreement and the transactions contemplated hereby, including all fees
and  expenses  of  agents,  representatives,  counsel,  and  accountants.

     8.5  Entire  Agreement.  This  Agreement,  the exhibits, schedules attached
hereto  and the other Paragon Documents contain the entire agreement between the
parties  with  respect  to  the  subject  matter  hereof and supersede all prior
arrangements  and  understandings,  both written and oral, expressed or implied,
with  respect  thereto.  Any  preceding  correspondence  or offers are expressly
superseded  and  terminated  by  this  Agreement.

     8.6  Severability.  It  is  the  desire  and intent of the parties that the
provisions  of  the  Paragon  Documents  be  enforced  to  the  fullest  extent
permissible  under  the  law and public policies applied in each jurisdiction in
which  enforcement  is  sought.  Accordingly,  if  any  provision of the Paragon
Documents  will  for  any  reason be held or adjudged to be invalid, illegal, or
unenforceable  by  any  court  of competent jurisdiction, such paragraph or part
thereof  so  adjudicated  invalid,  illegal,  or  unenforceable  will  be deemed
separate,  distinct, and independent, and the remainder of the Paragon Documents
will remain in full force and effect and will not be affected by such holding or
adjudication.

     8.7  Notices.  All  notices  and other communications required or permitted
under  to  this Agreement must be in writing and will be deemed given if sent by
personal  delivery,  faxed  with  electronic  confirmation  of  delivery,
internationally-recognized  express  courier  or  registered  or  certified mail
(return  receipt  requested),  postage  prepaid, to the parties at the following
addresses  (or  at  such  other address for a party as will be specified by like
notice):

     If  to  Icoworks:

                         ICOWORKS,  INC.
                         800  El  Camino,  Suite  180
                         City  of  Mountainview,
                         State  of  California
                         Attention:  Mr.  Graham  Douglas

                         Telephone: 605-903-2295
                                   ______________________

                         Fax:       605-962-1188
                                   ______________________

     If  to  Paragon:

                         PARAGON  POLARIS  STRATEGIES.COM  INC.
                         c/o  Suite  1450,  409  Granville  Street
                         Vancouver,  BC  Canada

                         Facsimile:  ______________________

                                  21 of 21

     With  a  copy  (which  will  not  constitute  notice)  to:

         Michael  H.  Taylor                        Michael  A.  Cane
         Cane  O'Neill  Taylor,  LLC                Cane O'Neill Taylor, LLC
         Suite  1880,  Royal  Centre                Suite  500,  Box  18
         1055  West  Georgia  St.,  Box 11122       2300  West  Sahara  Avenue
         Vancouver,  British  Columbia              Las  Vegas,  Nevada
         Canada  V6E  3P3                           USA  89102

         Facsimile:  (604)  687-6650                Facsimile: (702) 944-7100

All  such  notices and other communications will be deemed to have been received
(a)  in  the case of personal delivery, on the date of such delivery, (b) in the
case  of  a  fax,  when  the  party  sending  such  fax  has received electronic
confirmation  of  its  delivery,  (c)  in  the  case  of  delivery  by
internationally-recognized  express  courier,  on  the  business  day  following
dispatch  and  (d)  in  the case of mailing, on the fifth business day following
mailing.

     8.8  Headings. The headings contained in this Agreement are for convenience
purposes  only  and  will not affect in any way the meaning or interpretation of
this  Agree-ment.

     8.9  Benefits.  This  Agreement  is  and  will only be construed as for the
benefit  of  or  enforceable  by  those  persons  party  to  this  Agreement.

     8.10 Assignment. This Agreement may not be assigned (except by operation of
law)  by  any  party  without  the  consent  of  the  other  parties.

     8.11  Governing  Law.  This  Agreement will be governed by and construed in
accordance with the laws of the State of Nevada applicable to contracts made and
to  be performed therein. The parties hereby (i) submit to personal jurisdiction
in  the State of Nevada, and (ii) waive any and all rights under the laws of any
state  to  object to jurisdiction within the State of Nevada for the purposes of
litigation  to  enforce  this  Agreement.

     8.12 Construction. The language used in this Agreement will be deemed to be
the  language  chosen by the parties to express their mutual intent, and no rule
of  strict  construction  will  be  applied  against  any  party.

     8.13  Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  all  of  which  will be considered one and the same agreement and
will  become effective when one or more counterparts have been signed by each of
the  parties  and  delivered  to the other parties, it being understood that all
parties  need  not  sign  the  same  counterpart.

     8.14  Fax Execution. This Agreement may be executed by delivery of executed
signature  pages  by  fax  and  such  fax  execution  will  be effective for all
purposes.

     8.15  Schedules  and  Exhibits.  The schedules and exhibits are attached to
this  Agreement  and  incorporated  herein.

                                  22 of 22

     8.16  Independent  Legal  Advice.  Icoworks  acknowledges that Cane O'Neill
Taylor,  LLC  have  acted solely for Paragon in the negotiation and execution of
this  Agreement  and  Cane O'Neill Taylor, LLC have advised IcoworksCo to obtain
the  advice  of  its  own  independent  legal  counsel.

     IN  WITNESS  WHEREOF  the parties hereto have executed this agreement as of
the  day  and  year  first  above  written.

PARAGON  POLARIS  STRATEGIES.COM  INC.
a  Nevada  corporation  by  its
authorized  signatory:

/s/ Robert Foo

_____________________________
Signature  of  Authorized  Signatory

Robert Foo
_____________________________
Name  of  Authorized  Signatory

President
____________________________
Position  of  Authorized  Signatory

ICOWORKS,  INC.
a  Nevada  corporation  by  its
authorized  signatory:

/s/ Graham Douglas
_____________________________
Signature  of  Authorized  Signatory

Graham Douglas
_____________________________
Name  of  Authorized  Signatory

President
____________________________
Position  of  Authorized  Signatory

                                  23 of 23

              DISCLOSURE SCHEDULES TO AGREEMENT AND PLAN OF MERGER

     Unless  otherwise  indicated  herein,  capitalized  terms  used  in  these
Disclosure Schedules have the same meaning assigned to them in the Agreement and
Plan  of  Merger  entered  into  on  November  15,  2002  by  Paragon  Polaris
Strategies.com,  Inc.  and  Icoworks,  Inc.  (the  "Agreement")

     Headings  and  titles  contained  in  these  Disclosure  Schedules  are for
reference  purposes  only  and  do  not  affect  in  any  way  the  meaning  or
interpretation of these Disclosure Schedules or the Agreement. Capitalized terms
used  in  these Disclosure Schedules have the meanings assigned to such terms in
the  Agreement.

     Disclosure of any item on any part or section in these Disclosure Schedules
is deemed to be disclosure of such item on all other parts and sections of these
Schedules  when  so  indicated,  except where the indicated Disclosure Schedules
indicates  "none."

                                  24 of 24 

Basic Info X:

Name: death, resignation or removal in accordance with certificate of incorporation
Type: Certificate of Incorporation
Date: Nov. 22, 2002
Company: ICOWORKS INC
State: Nevada

Other info: