PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION OF OZ COMMUNICATIONS, INC.

EXHIBIT 2.1

PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION OF

This Plan of Complete Liquidation and Dissolution (the “PLAN”) is intended to accomplish the complete liquidation and dissolution of OZ Communications, Inc., a California corporation (the “COMPANY”), in accordance with Section 1900 and other applicable provisions of the General Corporation Law of California (“CGCL”) and Sections 331 and 336 (or Sections 332 and 337, as appropriate) of the Internal Revenue Code of 1986, as amended (the “CODE”).

1.     Approval and Adoption of Plan. This Plan shall be effective when all of the following steps have been completed:

     (a)     Resolutions of the Company’s Board of Directors. The Company’s Board of Directors shall have adopted a resolution or resolutions with respect to the following:

     (b)       Adoption of This Plan by the Company’s Preferred and Common Shareholders. The holders of a majority of the outstanding shares of the Company’s Series A Preferred Stock, par value $0.01 per share (the “PREFERRED STOCK”) and the holders of a majority of the outstanding shares of common stock of the Company, par value $0.01 per share (the “COMMON STOCK”), entitled to vote shall have adopted this Plan, including the dissolution of the Company and those provisions authorizing the Board of Directors to sell all or substantially all of the Company’s assets, by written consent or at a special meeting of the shareholders of the Company called for such purpose by the Board of Directors.

2.     Dissolution and Liquidation Period. Once the Plan of Liquidation and Dissolution is effective, the steps set forth below shall be completed at such times as the Board of Directors, in its absolute discretion, deems necessary, appropriate or advisable. Without limiting the generality of the foregoing, the Board of Directors may instruct the officers of the Company to delay the taking of any of the following steps until the Company has performed such actions as the Board or such officers determine to be necessary, appropriate or advisable for the Company to maximize the value of the Company’s assets upon liquidation; provided that such steps may not be delayed longer than is permitted by applicable law.

     (a)   The filing of a Certificate of Election of the Company (the “CERTIFICATE OF ELECTION”) pursuant to Section 1901 of the CGCL and the completion of all actions that may be necessary, appropriate or desirable to dissolve and terminate the corporate existence of the Company;

     (b)   The cessation of all of the Company’s business activities and the withdrawal of the Company from any jurisdiction in which it is qualified to do business, except and insofar as necessary for the sale of its assets and for the proper winding up of the Company pursuant to Section 1903 of the CGCL;

     (c)   The delivery of written notice of the commencement of the proceeding for voluntary winding up to all shareholders pursuant to Section 1903 of the CGCL and Section 14(c) of the Securities Exchange Act of 1934 and written notice of the commencement of the proceeding for voluntary winding up to all known creditors and claimants whose addresses appear on the records of the corporation pursuant to Section 1903 of the CGCL;

     (d)   The negotiation and consummation of sales of all of the assets and properties of the Company, including the assumption by the purchaser or purchasers of any or all liabilities of the Company, insofar as the Board of Directors of the Company deems such sales to be necessary, appropriate or advisable;

     (e)     The distribution of the remaining funds of the Company and the distribution of remaining unsold assets of the Company, if any, to its shareholders pursuant to Sections 4, 7 and 8 below; and

     (f)     When the Company has been completely wound up, the filing of a Certificate of Dissolution of the Company (the “CERTIFICATE OF DISSOLUTION”) pursuant to Section 1905 of the CGCL.

     3.        Authority of Officers and Directors. After the filing of the Certificate of Election, the Board of Directors of the Company shall continue in their positions for the purpose of winding up the affairs of the Company as contemplated by California law. The Board of Directors may appoint a single officer and retain independent contractors in connection with the winding up process, and is authorized to pay to the Company’s officer only standard and reasonable hourly compensation, in money or other property, in connection with the implementation of this Plan. Adoption of this Plan by holders of a majority of the outstanding shares of Preferred Stock and Common Stock shall constitute the approval of the Company’s shareholders of the Board of Directors’ authorization of the payment of any such compensation. The Members of the Board of Directors shall receive no compensation for their services as directors in connection with the implementation of this Plan.

     The adoption of the Plan of Liquidation and Dissolution by the Company’s preferred and common shareholders shall constitute full and complete authority for the Board of Directors and the officers of the Company, without further shareholder action, to do and perform any and all acts and to make, execute and deliver any and all agreements, conveyances, assignments, transfers, certificates and other documents of any kind and character which the Board or such officers deem necessary, appropriate or advisable: (i) to sell, dispose, convey, transfer and deliver the assets of the Company, (ii) to satisfy or provide for the satisfaction of the Company’s obligations in accordance with Sections 2005 of the CGCL, (iii) to distribute all of the remaining funds of the Company and any unsold assets of the Company to the Company’s preferred shareholders (up to the $11,970,964 liquidation preference of the Preferred Stock), plus accrued and unpaid dividends due thereon, with the remaining amounts, if any, distributable to the common shareholders, and

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(iv)  to dissolve the Company in accordance with the laws of the State of California and cause its withdrawal from all jurisdictions in which it is authorized to do business.

4.     Conversion of Assets Into Cash or Other Distributable Form. Subject to approval by the Board of Directors, the officers, employees and agents of the Company, shall, as promptly as feasible and whether before or after the Effective Date, proceed to collect all sums due or owing to the Company, to sell and convert into cash any and all corporate assets and, out of the assets of the Company, to pay, satisfy and discharge or make adequate provision for the payment, satisfaction and discharge of all debts and liabilities of the Company pursuant to Section 2 above, including all expenses of the sale of assets and of the liquidation and dissolution provided for by the Plan of Liquidation and dissolution.

5.     Professional Fees and Expenses. It is specifically contemplated that the Board of Directors may authorize the payment of a retainer fee to a law firm or law firms selected by the Board for legal fees and expenses of the Company, including, among other things, to cover any costs payable pursuant to the indemnification of the Company’s officers or members of the Board provided by the Company pursuant to its Articles of Incorporation and Bylaws or the CGCL or otherwise. In addition, in connection with and for the purpose of implementing and assuring completion of this Plan, the Company may, in the absolute discretion of the Board of Directors, pay any brokerage, agency and other fees and expenses of persons rendering services to the Company in connection with the collection, sale, exchange or other disposition of the Company’s property and assets and the implementation of this Plan.

6.     Indemnification. The Company shall continue to indemnify its officers, directors, employees and agents in accordance with its Restated Articles of Incorporation and Bylaws and any contractual arrangements, for actions taken in connection with this Plan and the winding up of the affairs of the Company. The Board of Directors, in its absolute discretion, is authorized to obtain and maintain insurance as may be necessary, appropriate or advisable to cover the Company’s obligations hereunder.

7.     Liquidating Trust. The Board of Directors may establish a Liquidating Trust (the “LIQUIDATING TRUST”) and distribute assets of the Company to the Liquidating Trust. The Liquidating Trust may be established by agreement with one or more Trustees selected by the Board. If the Liquidating Trust is established by agreement with one or more Trustees, the trust agreement establishing and governing the Liquidating Trust shall be in form and substance determined by the Board of Directors and approved by the holders of a majority of the outstanding shares of Preferred Stock. In the alternative, the Board may petition the California Superior Court for the appointment of one or more Trustees to conduct the liquidation of the Company subject to the supervision of the Court. Whether appointed by an agreement or by the Court, the Trustees shall in general be authorized to take charge of the Company’s property, and to collect the debts and property due and belonging to the Company, with power to prosecute and defend, in the name of the Company, or otherwise, all such suits as may be necessary or proper for the foregoing purposes, and to appoint an agent under it and to do all other acts which might be done by the Company that may be necessary, appropriate or advisable for the final settlement of the unfinished business of the Company.

8.     Liquidating Distributions. Liquidating distributions, in cash or in kind, shall be made from time to time after the adoption of the Plan of Liquidation and Dissolution to the holders of record, at the close of business on the date of the filing of a Certificate of Dissolution of the Company as provided in Section 2 above, of outstanding shares of stock of the Company, according to the priorities of the various classes of the Company’s stock and pro rata in accordance with

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the respective number of shares then held of record; provided that in the opinion of the Board of Directors adequate provision has been made for the payment, satisfaction and discharge of all known, unascertained or contingent debts, obligations and liabilities of the Company (including costs and expenses incurred and anticipated to be incurred in connection with the sale of assets and complete liquidation of the Company). All determinations as to the time for and the amount and kind of distributions to shareholders shall be made in the exercise of the absolute discretion of the Board of Directors and in accordance with Section 2004 of the CGCL.

     Any assets distributable to any creditor or shareholder of the Company who is unknown or cannot be found, or who is under a disability and for whom there is no legal representative, shall escheat to the state or be treated as abandoned property pursuant to applicable state law.

9.     Amendment or Modification of Plan. If for any reason the Company’s Board of Directors determines that such action would be in the best interests of the Company, it may amend or modify the Plan of Liquidation and Dissolution and all action contemplated thereunder, notwithstanding shareholder approval, to the extent permitted by the CGCL; provided, however, that the Company will not amend or modify the Plan of Liquidation and Dissolution under circumstances that would require additional shareholder approval under the CGCL and the federal securities laws without complying with the CGCL and the federal securities laws.

10.     Cancellation of Stock and Stock Certificates. Following the dissolution of the Company, the Company’s stock transfer books shall be closed and the Company’s capital stock and stock certificates evidencing the Company’s Preferred Stock and Common Stock will be treated as no longer being outstanding.

11.     Liquidation under Section 331 and 336 (or Sections 332 and 337, as appropriate). It is intended that this Plan shall be a plan of complete liquidation within the terms of Sections 331 and 336 (or Sections 332 and 337, as appropriate) of the Code. The Plan of Liquidation and Dissolution shall be deemed to authorize such action as, in the opinion of counsel for the Company, may be necessary to conform with the provisions of said Sections 331 and 336 (or Sections 332 and 337, as appropriate).

12.     Filing of Tax Forms. The appropriate officer of the Company is authorized and directed, within thirty (30) days after the effective date of the Plan of Liquidation and Dissolution, to execute and file a United States Treasury Form 966 pursuant to Section 6043 of the Code and such additional forms and reports with the Internal Revenue Service as may be appropriate in connection with this Plan and the carrying out thereof.

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