Terra Energy & Resource PRE 14A Preliminary proxy

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No._)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant Sec.240.14a-12

COMPUPRINT, INC.
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(Name of Registrant as Specified In Its Charter)

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PRELIMINARY COPY

COMPUPRINT, INC.
99 PARK AVENUE, 16TH FLOOR
NEW YORK, NEW YORK 10016

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

DATE: Friday, November 3, 2006
TIME: 11:00 A.M., local time
PLACE: 99 Park Avenue, 16th Floor, New York, New York 10016

PURPOSES OF THE MEETING:

o Approval of proposed corporate name change to "Terra Energy & Resource
Technologies, Inc.";
o Approval of a proposed change in the state of incorporation of the Company
from North Carolina to Delaware;
o Approval of an increase in the number of authorized shares of common stock
and preferred stock;
o Approval of the Company's 2005 Stock Incentive Plan; and
o To act on such other business as may properly come before the meeting or
any adjournment thereof.

These matters are more fully described in the Proxy Statement accompanying this
Notice.

RECORD DATE, VOTING, AND ATTENDANCE:

September 25, 2006 is the record date for the meeting. This means that owners of
our common stock at the close of business on that date are entitled to receive
notice of the meeting and to vote at the meeting and any adjournments or
postponements of the meeting. The stock transfer books will remain open between
the record date and the date of the Special Meeting. This Notice is first being
mailed on or about [October 2, 2006] to all shareholders entitled to vote.

All shareholders are cordially invited to attend the meeting in person. However,
to assure your representation at the meeting, you are urged to sign and return
the enclosed proxy card as promptly as possible in the enclosed self-addressed
envelope. Any shareholder attending the meeting may vote in person even if he or
she returned a proxy. Proxies are revocable, and any shareholder may withdraw
his or her proxy and vote in person at the meeting.

If your shares are held of record by a broker, bank or other nominee and you
wish to vote at the meeting, you must obtain from the record holder a proxy
issued in your name. If you hold shares in street name but will not attend the
meeting, we request that you return your instructions to vote your shares to
your broker. The proxy contains proposals, some of which may be acted upon at
the discretion of the broker, however, brokers can no longer vote the "street
name" shares on your behalf with respect to certain matters without any
instruction from you. The instructions to do this are included with these proxy
materials.

By Order of the Board of Directors

/s/ Ivan Railyan
Ivan Railyan, President and Chairman

New York, New York
[September 1, 2006]

WHETHER OR NOT YOU INTEND TO ATTEND THE MEETING, PLEASE VOTE BY COMPLETING,
SIGNING AND RETURNING THE ENCLOSED PROXY CARD IN THE POSTAGE-PAID ENVELOPE
PROVIDED.

TABLE OF CONTENTS

Page

Voting Information 3
Description of Our Securities 6
Management 7
Interests of Certain Persons in Proposal 10
Executive Compensation 10
Securities Authorized for Issuance Under Equity Compensation Plans 17
Stock Ownership 18
Proposal No. 1. Approval of proposed corporate name change to "Terra 22
Insight Technologies Corporation".
Proposal No. 2. Approval of a proposed change in the state of 23
incorporation of the Company from North Carolina to Delaware
Proposal No. 3. Approval of an increase in the number of authorized 29
shares of common stock and preferred stock.
Proposal No. 4. Approval of the Company's 2005 Stock Incentive Plan. 31
Shareholder Proposals 37
Annual Report 37
Communications with Directors 37
Householding of Proxy Materials 37
Other Action at Meeting 38

Exhibit A - Terra Energy & Resource Technologies, Inc., Delaware 39
Certificate of Incorporation
Exhibit B - Terra Energy & Resource Technologies, Inc., Delaware Bylaws 42
Exhibit C - CompuPrint, Inc., North Carolina Bylaws 51
Exhibit D - Plan and Agreement of Merger 57
Exhibit E - Dissenter Rights 60
Exhibit F - 2005 Stock Incentive Plan 66

COMPUPRINT, INC.

PROXY STATEMENT
FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 3, 2006
VOTING INFORMATION

DATE, TIME AND PLACE OF MEETING

The Proxy Statement is provided, on behalf of the Board of Directors of
CompuPrint, Inc., a North Carolina corporation (the "Company"), for use at the
Special Meeting of Shareholders to be held on Friday, November 3, 2006 at 11:00
A.M., local time, at the Company's executive offices at 99 Park Avenue, 16th
Floor, New York, New York 10016, or at any adjournment of the Special Meeting
for the purposes set forth in this Statement. We intend to mail this Proxy
Statement and the accompanying Notice of Special Meeting on or about October 2,
2006, to all shareholders entitled to vote at the Special Meeting and to those
entitled to notice of the proposals.

PURPOSE OF MEETING

There are four proposals scheduled to be voted on at the meeting, which are
described in more detail in this Proxy Statement:

o Proposal No. 1. Approval of proposed corporate name change to "Terra Energy
& Resource Technologies, Inc.".
o Proposal No. 2. Approval of a proposed change in the state of incorporation
of the Company from North Carolina to Delaware.
o Proposal No. 3. Approval of an increase in the number of authorized shares
of common stock and preferred stock.
o Proposal No. 4. Approval of the Company's 2005 Stock Incentive Plan.

WHO CAN VOTE?

You can vote if you were a shareholder of record of our common stock as of the
close of business on September 25, 2006 (the "record date"). Our common stock is
the only class of voting stock. You are entitled to one vote for each share of
common stock you held on the record date, including shares: held directly in
your name with our transfer agent, Continental Stock Transfer & Trust Company,
as a "holder of record"; and held for you in an account with a broker, bank or
other nominee (which means your shares are held in "street name").

AM I ENTITLED TO VOTE IF MY SHARES ARE HELD IN "STREET NAME"?

If a bank or brokerage firm holds your shares, you are considered the
"beneficial owner" of share held in "street name." If your shares are held in
street name, these proxy materials are being forwarded to you by your bank or
brokerage firm, along with a voting instruction card. As the beneficial owner,
you have the right to direct your record holder how to vote your shares, and the
record holder is required to vote your shares in accordance with your
instructions. Absent your instructions, the record holder will not be permitted,
however, to vote your shares on Proposal Nos. 2 and 4, and your shares will be
considered "broker non-votes" on this proposal.

HOW MANY SHARES MUST BE PRESENT TO HOLD THE MEETING?

A majority of our outstanding shares of common stock entitled to vote as of the
record date must be present at the meeting in person or by proxy in order to
hold the meeting and conduct business. This is called a quorum. If there is no
quorum at the opening of a meeting of shareholders, such meeting may be
adjourned from time to time by the vote of a majority of the shares voting on
the motion to adjourn; and, at any adjourned meeting at which a quorum is
present, any business may be transacted at the original meeting. On the record
date, there are 43,008,338 shares of common stock outstanding. Your shares are
counted as present at the meeting if you have properly voted by submitting a
proxy card prior to the meeting, or are present and vote in person at the
meeting. Both abstentions and broker non-votes are counted for the purpose of
determining the presence of a quorum.

WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?

All proposals require the "FOR" vote of a majority of the shares entitled to
vote on the proposal.

WHO IS SOLICITING THE PROXIES?

The attached Proxy is solicited on behalf of our Board of Directors. We will
bear the cost of soliciting proxies. Proxies may be solicited by certain of our
directors, officers and regular employees, without additional compensation, in
person or by telephone or facsimile.

HOW DOES THE BOARD RECOMMEND THAT I VOTE?

The Board of Directors recommends that you vote "FOR" each of the proposals.

DISSENTER'S RIGHT OF APPRAISAL

Shareholders who do not vote for Proposal No. 2 may be entitled to statutory
appraisal rights. A summary discussion of appraisal rights is presented under
the heading "Rights of Stockholders to Dissent" under Proposal No. 2.

HOW ARE VOTES COUNTED?

You may vote "FOR", "AGAINST" or "ABSTAIN" on the proposals. If you attend the
meeting and abstain from voting, your shares will be counted as present for
purposes of establishing a quorum, and the abstention will have the same effect
as a vote against that proposal. With respect to Proposal Nos. 2 and 4, broker
non-votes are not considered shares entitled to vote.

All shares represented by a proxy will be voted, and where a shareholder
specifies by means of the proxy a choice with respect to any matter to be acted
upon, the shares will be voted in accordance with the specifications so made. If
you just sign and submit your proxy card without voting instructions, your
shares will be voted "FOR" each proposal.

HOW WILL BROKER NON-VOTES BE TREATED?

If you hold shares beneficially in street name, your bank, broker or other
holder of record will forward to your a voting instruction form. If you do not
provide your broker with voting instructions, your shares may constitute "broker
non-votes." Generally, broker non-votes occur on a matter when a broker is not
permitted to vote on that matter without instructions from you. In tabulating
the voting result for any particular proposal, shares that constitute broker
non-votes are treated as shares present for quorum purposes, but not entitled to
vote, thus effectively reducing the number of shares needed to approve the
proposal. Your broker will be entitled to vote your shares at its discretion on
Proposal No. 1, without your voting instructions on these items. Your
instructions are needed to vote on Proposal Nos. 2 and 4.

HOW DO I VOTE MY SHARES IN PERSON AT THE MEETING?

If you are a shareholder of record, bring proof of identity to the Special
Meeting. If you hold your shares in street name, you must obtain a proxy in your
name from your bank, broker or other holder of record in order to vote at the
meeting, in addition to bringing proof of identity. Even if you plan to attend
the meeting, we encourage you to vote by mailing your proxy so your vote will be
counted if you later decide not to attend the meeting. If you choose to vote at
the Special Meeting and:

o you are a stockholder of record, to vote your shares at the meeting
you should bring the enclosed proxy card and proof of identity.
o you hold your shares in street name, you must obtain a proxy in your
name from your bank, broker or other holder of record in order to vote
at the meeting.

Bring your proxy card (for record holders) or proof of beneficial ownership (for
street name holders) such as a recent brokerage statement or a letter from your
bank or broker, and proof of identity to the meeting.

HOW DO I VOTE MY SHARES WITHOUT ATTENDING THE MEETING?

Whether you hold shares directly or in street name, you may direct your vote
without attending the Special Meeting.

If you are a stockholder of record, you may vote by mail by signing and dating
your proxy card and mailing it in the envelope provided. You should sign your
name exactly as it appears on the proxy card. If you are signing in a
representative capacity (for example, as guardian, executor, trustee, custodian,
attorney or officer of a corporation), you should indicate your name and title
or capacity.

If your shares are held in street name, please refer to the information on the
voting instruction form forwarded to you by your bank, broker or other holder of
record to see which voting options are available to you. If you provide specific
voting instructions, your shares will be voted by your broker or nominee as you
have directed.

MAY I CHANGE MY VOTE, OR REVOKE MY PROXY?

Yes. Whether you have voted by mail, you may change your vote and revoke your
proxy by:

o submitting a properly signed proxy card with a later date,
o voting in person at the Special Meeting, or
o sending a signed statement with a later date to that effect to
CompuPrint, Inc., Attn.: Corporate Secretary, 99 Park Avenue, 16th
Floor, New York, New York 10016.

DESCRIPTION OF OUR SECURITIES

GENERAL

Our authorized capital consists of 101,000,000 shares, par value $0.0001 per
share, of which 100,000,000 shares are common stock and 1,000,000 shares are
preferred stock.

COMMON STOCK

Holders of our common stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders. Subject to preferences that may be
applicable to any shares of preferred stock outstanding at the time, holders of
our common stock are entitled to receive dividends ratably, if any, as may be
declared from time to time by our board of directors out of funds legally
available therefor.

Upon our liquidation, dissolution or winding up, the holders of our common stock
are entitled to receive ratably, our net assets available after the payment of:

o all secured liabilities, including any then outstanding secured debt
securities which we may have issued as of such time;

o all unsecured liabilities, including any then unsecured outstanding
secured debt securities which we may have issued as of such time; and

o all liquidation preferences on any then outstanding preferred stock.

Holders of our common stock have no preemptive, subscription, redemption or
conversion rights, and there are no redemption or sinking fund provisions
applicable to the common stock. The rights, preferences and privileges of
holders of common stock are subject to, and may be adversely affected by, the
rights of the holders of shares of any series of preferred stock which we may
designate and issue in the future.

PREFERRED STOCK

Our board of directors is authorized, without further stockholder approval, to
issue up to 1,000,000 shares of preferred stock in one or more series and to fix
the rights, preferences, privileges and restrictions of these shares, including
dividend rights, conversion rights, voting rights, terms of redemption and
liquidation preferences, and to fix the number of shares constituting any series
and the designations of these series. These shares may have rights senior to our
common stock. The issuance of preferred stock may have the effect of delaying or
preventing a change in control of us. The issuance of preferred stock could
decrease the amount of earnings and assets available for distribution to the
holders of common stock or could adversely affect the rights and powers,
including voting rights, of the holders of our common stock. At present, we have
no plans to issue any shares of our preferred stock.

DIVIDENDS

We have never declared any cash dividends on our common stock. Future cash
dividends on the common stock, if any, will be at the discretion of our Board of
Directors and will depend on our future operations and earnings, capital
requirements and surplus, general financial condition, contractual restrictions,
and other factors that the Board of Directors may consider important. The Board
of Directors does not intend to declare or pay cash dividends in the foreseeable
future. It is the current policy to retain all earnings, if any, to support
future growth and expansion.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The persons listed in the table below are our present directors and executive
officers.

Name Age Position
- ---- --- --------

Ivan Railyan 39 President and Chairman of the Board
Roman Rozenberg 43 Chief Executive Officer and Director
Dan Brecher 64 Managing Director, Treasurer and Director
Eric M. Weiss 51 Chief Financial Officer
Dmitry Vilbaum 36 Chief Operating Officer
Kenneth Oh 34 Secretary

Directors are elected to serve until the next annual meeting of stockholders and
until their successors are elected and qualified. Directors serve without cash
compensation and without other fixed remuneration. We may, in the future,
establish a compensation plan for independent directors. Officers are elected by
the Board of Directors and serve until their successors are appointed by the
Board of Directors.

MANAGEMENT PROFILES

IVAN RAILYAN, PRESIDENT AND CHAIRMAN OF THE BOARD. Ivan Railyan became our
President and Chairman of the Board on May 19, 2005. Mr. Railyan works on a
part-time basis. From January 7, 2005 to the present, Mr. Railyan has been
President and Chairman of the Board of Terra Insight Corporation. In 1997, Mr.
Railyan joined the Institute of Geoinformational Analysis of the Earth
Establishment, a Liechtenstein company, as the Head of the Representative Office
in the Commonwealth of Independent States. From 2003 to the present, Mr. Railyan
has served as Chairman of the Board of the Institute. From 1993 to 1997, Mr.
Railyan served as the Head of Research and Development team of the Russian
Defense Ministry, Joint Chiefs of Staff. Mr. Railyan received a Master of
Science degree from the University of Patrisa Lumumby, Moscow in 1991, and an
honorary Ph.D. from the Academy of Science, Arts of the CIS Countries, which he
received in 2003. Since 2003 to the present, Mr. Railyan has served as the Vice
President of the Academy of Arts and Science of the Commonwealth of Independent
States. In September 2005, Mr. Railyan was elected as a member of the Russian
Academy of Natural Sciences.

ROMAN ROZENBERG, CHIEF EXECUTIVE OFFICER AND DIRECTOR. Roman Rozenberg became
our Chief Executive Officer and a director on May 19, 2005. Mr. Rozenberg works
on a full-time basis. From January 7, 2005 to the present, Mr. Rozenberg has
been Chief Executive Officer and a director of Terra Insight Corporation. From
March 2004 through January 2005, Mr. Rozenberg served as Vice President of
TelcoEnergy, Inc. From February 2002 through March 2004, Mr. Rozenberg served as
Chief Executive Officer of Syntaz, Inc. From September 1999 through February
2002, Mr. Rozenberg served as President and Chief Technology Officer of Biolink
Technologies International, Inc. Mr. Rozenberg received a Bachelor of Science
degree in electrical engineering in 1986 and a Masters of Sciences degree in
Information Systems Engineering in 1989 from Polytechnic University (formerly
known as Polytechnic Institute of New York).

DAN BRECHER, MANAGING DIRECTOR, TREASURER AND DIRECTOR. Dan Brecher became our
Secretary and Treasurer and a director on May 19, 2005. On June 1, 2005, Mr.
Brecher's duties were changed from Secretary to Managing Director. Mr. Brecher
also served as Principal Financial Officer from May 19, 2005 through June 22,
2006. Mr. Brecher works on a part-time basis. From January 7, 2005 to June 1,
2005, Mr. Brecher served as Secretary of Terra Insight Corporation, and as a
director from January 7, 2005 to the present. Mr. Brecher is a practicing
attorney. From 1998 through the present, Mr. Brecher has been the principal of
Law Offices of Dan Brecher. Mr. Brecher received a Bachelor of Arts degree in
economics from City College of New York in 1964, and a Doctor of Jurisprudence
from Fordham University in 1969. Law Offices of Dan Brecher serves as our legal
counsel.

ERIC M. WEISS, CHIEF FINANCIAL OFFICER. On June 22, 2006, Eric M. Weiss, was
promoted to the position of Chief Financial Officer. Mr. Weiss works on a
full-time basis. Mr. Weiss joined our company in December 2005, performing
accounting and bookkeeping services and reporting to our Treasurer. From January
2004 to August 2005, Mr. Weiss was a consultant to and then Chief Financial
Officer of Ashley Reed Trading, a New York based wholesaler of luxury apparel
and accessories. From March 2003 to December 2003, Mr. Weiss was the President
of Big Fat Worldwide, a live event marketing company in New York City. From
March 2002 through February 2003, Mr. Weiss was a Managing Director at Baytree
Capital Associates in New York. In addition from late 1992 until 2000, Mr. Weiss
was the Executive Vice President and General Counsel for Active Media Services,
Inc. (d/b/a Active International), a New York based media and trading company.
Prior to pursuing entrepreneurial activities, Mr. Weiss was an attorney at New
York law firms, including Davis Polk & Wardwell and Skadden, Arps, Slate,
Meagher & Flom and a certified public accountant at Coopers & Lybrand. Mr. Weiss
earned a B.S., magna cum laude, in Accounting from New York University in 1976,
an M.B.A from University of Chicago, Graduate School of Business in 1978, and a
J.D. from Duke Law School in 1984.

DMITRY VILBAUM, CHIEF OPERATING OFFICER. On June 13, 2005, Dmitry Vilbaum was
appointed our Chief Operating Officer. Mr. Vilbaum works on a full-time basis.
From June 2005 to March 2006, Mr. Vilbaum was employed by Law Offices of Dan
Brecher on a part-time basis. From March 2001 to June 2005, Mr. Vilbaum was
employed by Deutsche Bank where he held various positions in the bank's
information technology department. From January 1996 through March of 2001, Mr.
Vilbaum served as the president of Anyent, Inc., a consulting company providing
information technology services to major Wall Street corporations, such as
Citibank, Deutsche Bank, Newbridge Securities, Deloitte & Touche LLP., as well
as technology companies, such as Compaq and MatchBlade Technologies. Mr. Vilbaum
received a Bachelor of Engineering degree in 1995 from the City University of
New York.

KENNETH OH, SECRETARY. On June 1, 2005, Kenneth Oh was appointed our Secretary.
Mr. Oh works on a part-time basis. Mr. Oh is a practicing attorney. From 1998
through the present, Mr. Oh has been an attorney with Law Offices of Dan
Brecher. Law Offices of Dan Brecher serves as our legal counsel. Mr. Oh
graduated from Pomona College with a B.A. degree in 1993, and from Fordham
University with a J.D. degree in 1997.

BOARD OF DIRECTORS COMMITTEES

The Board of Directors does not currently maintain an audit, nominating or
compensation committee, or similar committees, of the Board of Directors. The
Board of Directors is responsible for matters typically performed by an audit
committee. No person serving on our Board of Directors qualifies as a financial
expert. As our present business operations were only recently commenced, our
Board of Directors consists of three persons who are officers. We are seeking to
attract persons with financial expertise and related industry experience to
serve on our Board of Directors.

CODE OF ETHICS

We have not yet adopted a code of ethics applicable to our directors, officers
and employees.

ADDITIONAL INFORMATION ABOUT OFFICERS AND DIRECTORS

None of our officers or directors serves as a director of another reporting
company. None of our officers or directors has a family relationship with any
director, executive officer, or nominee to become a director or an executive
officer. None of our officers or directors during the past five years has been:
involved in a bankruptcy petition or a pending criminal proceeding; convicted in
a criminal proceeding, excluding traffic and minor offenses; subject to any
order, judgment, or decree, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business,
securities or banking activities; or found by a court, the SEC or the CFTC to
have violated a federal or state securities or commodities law.

We have a license agreement and a services agreement with The Institute of
Geoinformational Analysis of the Earth Establishment. Mr. Railyan, our President
and Chairman, is the owner and operator of the Institute. The Institute is an
international professional services firm which specializes in the development
and application of remote sensing and geographic information technologies (GIS).
The purpose of the agreements was to provide us with a license right to the
technology, and a right to utilize the Institute's services. We believe that the
terms of the agreements with the Institute were fair, and are on terms at least
as equivalent to transactions with an unaffiliated party. The terms of the
agreements were negotiated between Mr. Railyan and the other members of our
Board of Directors, and factors in determining the terms included, the
availability and costs of obtaining other technology and services from third
parties, our good faith judgment as to the value of the Institute's technology
and services, the long term nature of the agreements, a discount on services
from the Institute's normal rates, and that we are receiving offsets on our
service payments to the Institute against our annual minimum license fees for a
period of time until we generate substantial revenues. Periodically, from time
to time, the Board of Directors, excluding Mr. Railyan, intends to reevaluate
the terms of the agreements and reevaluate our contractual arrangements with the
Institute, considering the availability and costs of obtaining other technology
and services available from third parties.

Under the license agreement, we have an exclusive, worldwide 30-year renewable
right to use of all of the technology of the Institute, which has as its focus
the exploration, sustainable development and management of the Earth's resources
and the monitoring of the environment. We are required to pay the Institute
$600,000 each year under the license agreement until it has achieved certain
milestones, upon which the payments increase.

The Institute has also entered into an agreement to render services to us, and
to refer all inquiries for commercial contract services to us. The Institute
will perform certain contract services for us at no more than 40% of the
published rates of $500 per square kilometer, with minimum annual fees of
$500,000, and with offsets against the license fee until certain minimum
revenues are obtained. Commencing in 2007, the minimum payment for annual
services fees is to increase annually by the lesser of four percent or the
percentage increase of the New York Consumer Price Index using 2005 as the base
year. The agreement further provides that in any calendar year in which our
revenues are less than $6,000,000, the initial minimum annual services fees of
$500,000 are to be offset against the annual license fee of $600,000. This
offset will continue until such time that our annual revenues reach at least $10
million in a calendar year, or, our market capitalization exceeds $100 million
at a time when our annual revenues reach $6 million or more.

We presently sublease executive office facilities on a month-to-month basis
pursuant to an oral agreement with Dan Brecher, an officer and director of our
company. The rent was $1,500 per month through November 2005, and was $2,250 per
month through March 2006, and is currently at the rate of $8,000 per month. The
rent represents the actual cost being charged to Mr. Brecher by the third party
lessor for the facilities utilized by our company. The increases in rent have
been due to occupancy of additional space.

Certain of our officers, Dan Brecher and Kenneth Oh, and other employees of our
company work for our attorneys, Law Offices of Dan Brecher, and will continue to
do so for the near future as we develop our operations. Mr. Brecher and Mr. Oh
are practicing attorneys who devote a majority of their time to Law Offices of
Dan Brecher. The Company paid legal fees during the year ended December 31, 2005
of approximately $672,000 to the law firm.

Dmitry Vilbaum, our Chief Operating Officer, worked for Law Offices of Dan
Brecher on a part-time basis through March 2006. Dan Brecher, our Managing
Director, is the sole principal of the law firm. For the use of Mr. Vilbaum
services, we reimbursed, at cost, Law Offices of Dan Brecher for compensation
expenses and costs of benefits it incurred in connection with its employment of
Mr. Vilbaum, provided Mr. Vilbaum was devoting substantially all of his time to
our business. Mr. Vilbaum received a salary from Law Offices of Dan Brecher at
the rate of $25,000 per year from June 2005 through March 2006, and medical and
dental benefits.

INTERESTS OF CERTAIN PERSONS IN PROPOSAL

Proposal No. 4 seeks shareholder approval of the Company's 2005 Stock Incentive
Plan. The Company has granted nonincentive stock options to purchase shares of
common stock to management pursuant to the Plan. The stock options are
exercisable for a period of up to five years from the date of grant, subject to
vesting at a rate of 25% on the last day of each of the four calendar quarters
following the grant date. Pursuant to the Plan, the Company has issued the
following stock options to management:

Name and Title Number of Options Exercise Price Grant Date
- -------------- ----------------- -------------- ----------
Ivan Railyan, President 500,000 options $0.50 December 29, 2005
Roman Rozenberg, Chief Executive Officer 500,000 options $0.50 December 29, 2005
Dan Brecher, Managing Director 500,000 options $0.50 December 29, 2005
Dmitry Vilbaum, Chief Operating Officer 250,000 options $0.50 December 29, 2005
Kenneth Oh, Secretary 250,000 options $0.50 December 29, 2005
Eric Weiss, Chief Financial Officer 375,000 options $0.90 March 14, 2006
Dmitry Vilbaum, Chief Operating Officer 50,000 options $1.38 April 17, 2006

EXECUTIVE COMPENSATION

No cash compensation, deferred compensation, or other compensation, including
employee stock options or long-term incentive plan awards, were issued or
granted to CompuPrint's former management during CompuPrint's last three fiscal
years ended December 31, 2003, 2004 and 2005.

On May 19, 2005, CompuPrint acquired the business of Terra Insight Corporation.
Pursuant to the transaction, CompuPrint's sole officer and director resigned,
and the nominees of Terra Insight Corporation assumed officer and director
positions of CompuPrint. As Terra Insight Corporation was formed in 2005, there
was no executive compensation paid by Terra Insight Corporation in prior years.

SUMMARY COMPENSATION TABLE

The table below sets forth information concerning the annual and long-term
compensation during our fiscal year ended December 31, 2005 of our Chief
Executive Officer and all of our other officers ("Named Executive Officers").

Long Term
Annual Compensation Compensation
---------------------------------------- ----------------
Securities
Underlying

Name and Principal Position Year Salary Bonus Options/SARS (#)
- --------------------------- -------- ------------ ---------- ----------------

Roman Rozenberg 2005 (a) $180,000 $75,000 (i) 1,533,334
Chief Executive Officer
Ivan Railyan 2005 (a) $180,000 (e) $75,000 (j) 1,533,333
President
Dan Brecher 2005 (a) $60,000 (f) $75,000 (k) 1,533,333
Managing Director
Dmitry Vilbaum 2005 (b) $69,712 (g) $25,000 (l) 1,163,333
Chief Operating Officer
Kenneth Oh 2005 (c) $17,654 (h) $25,000 (m) 500,000
Secretary
David R. Allison 2005 (d) $0 $0 0
Former President, Treasurer
and Secretary

(a) Became an officer on May 19, 2005 in connection with the Company's
acquisition of Terra Insight Corporation. Compensation refers to the entire
2005 fiscal year period.

(b) Became an employee on June 13, 2005. Compensation refers to the period June
13, 2005 through December 31, 2005.
(c) Became an employee on June 1, 2005. Compensation refers to the period June
1, 2005 through December 31, 2005.
(d) Resigned as an officer on May 19, 2005 in connection with the Company's
acquisition of Terra Insight Corporation.
(e) Includes $120,000 in accrued salary paid in 2006.
(f) Includes salary, net of applicable taxes and deduction, of $5,000 paid in
2006.
(g) Includes $13,942 in salary paid by a related party, which amounts are
reimbursed by the Company.
(h) Includes $1,500 in salary paid in 2006.
(i) Refers to fiscal year 2005 bonus amount, of which $5,920 was paid in 2006.
(j) Refers to fiscal year 2005 bonus amount, which was paid in 2006.
(k) Refers to fiscal year 2005 bonus amount, of which $68,163 was paid in 2006.
(l) Refers to fiscal year 2005 bonus amount, of which $23,077 was paid in
2006.
(m) Refers to fiscal year 2005 bonus amount, which was paid in 2006.

STOCK INCENTIVE PLAN

On December 29, 2005, our Board of Directors adopted the CompuPrint, Inc. 2005
Stock Incentive Plan. The Stock Incentive Plan has not yet been approved by
shareholders and is being submitted for shareholder approval.

The Stock Incentive Plan provides for various types of awards, including stock
options, stock awards, and stock appreciation rights, denominated in shares of
our common stock to our employees, officers, non-employee directors and agents,
and those of our participating subsidiaries. The purposes of the Stock Incentive
Plan are to attract and retain such persons by providing competitive
compensation opportunities, to provide incentives for those who contribute to
the long-term performance and growth of our company, and to align employee
interests with those of our shareholders. The Stock Incentive Plan is
administered by the Board of Directors. The Stock Incentive Plan prohibits the
repricing of awards. The maximum aggregate number of shares of common stock that
may be granted under the Stock Incentive Plan is five million shares, subject to
an evergreen provision, provided that not more than one million shares may be
issued as awards of incentive stock options. The evergreen provision provides
that for a period of nine years from the adoption date of the Stock Incentive
Plan, the aggregate number of shares of common stock that is available for
issuance under the Stock Incentive Plan shall automatically be increased by that
number of shares equal to five percent of our outstanding shares, on a diluted
basis, or such lesser number of shares as determined by the Board of Directors.
Unless terminated earlier by the Board of Directors, the Stock Incentive Plan
will terminate on December 28, 2015.

During the year ended December 31, 2005, we granted 2,250,000 nonincentive stock
options, exercisable until December 28, 2010 at $0.50 per share, under the Plan.

OPTION GRANTS IN FISCAL 2005

The following table sets forth information concerning 6,263,333 stock options
granted during the fiscal year ended December 31, 2005 to the Named Executive
Officers. The percentage of total stock options is based on 6,513,333 stock
options granted to employees, including officers and directors, during the 2005
fiscal year.

Number of Securities % of Total Options
Underlying Options Granted to Employees Exercise or Base Expiration
Name Granted (#) in Fiscal Year Price ($/Sh) Date
- --------------- -------------------- -------------------- ---------------- -----------
Ivan Railyan 1,033,334 15.9 0.32 01-06-10
Ivan Railyan 500,000 7.7 0.50 12-28-10
Roman Rozenberg 1,033,333 15.9 0.32 01-06-10
Roman Rozenberg 500,000 7.7 0.50 12-28-10
Dan Brecher 1,033,333 15.9 0.32 01-06-10
Dan Brecher 500,000 7.7 0.50 12-28-10
Dmitry Vilbaum 413,333 6.3 0.80 06-12-10
Dmitry Vilbaum 500,000 7.7 1.00 06-28-10
Dmitry Vilbaum 250,000 3.8 0.50 12-28-10
Kenneth Oh 250,000 3.8 0.80 05-19-10
Kenneth Oh 250,000 3.8 0.50 12-28-10

OPTION EXERCISES IN FISCAL 2005 AND YEAR END OPTION VALUES

This table provides information for options exercised by each of the Named
Executive Officers in 2005 and the number and value (stock price less exercise
price) of the remaining options held by those executive officers at year-end,
using the average ($0.31) of the closing bid and ask prices of our common stock
on December 30, 2005.

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options At 12/31/05 (#) At 12/31/05 ($)
Shares Acquired Value --------------------------- ---------------------------
Name On Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------- ------------ ----------- ------------- ----------- -------------

Ivan Railyan 0 0 0 1,533,334 0 0
Roman Rozenberg 0 0 0 1,533,333 0 0
Dan Brecher 0 0 0 1,533,333 0 0
Dmitry Vilbaum 0 0 913,333 250,000 0 0
Kenneth Oh 0 0 250,000 250,000 0 0

DIRECTOR COMPENSATION

Directors have not been compensated for their services on the Board of
Directors. We may, in the future, establish a compensation plan for our
independent directors.

EMPLOYMENT AGREEMENTS WITH EXECUTIVE OFFICERS

In connection with the reverse acquisition of Terra Insight Corporation, we
assumed the obligations of the executive employment agreements of Terra Insight
Corporation.

Agreement with Ivan Railyan
- ---------------------------

Ivan Railyan serves as President pursuant to a three-year employment agreement,
effective as of January 7, 2005 and as amended on May 19, 2005 and December 29,
2005. The employment is on a part-time basis. His annual base salary for fiscal
year 2005 was $180,000 and is $247,500 for fiscal year 2006, with annual
increases for subsequent years of not less than the change in the Consumer Price
Index. His base salary is to be increased to $275,000 when we achieve revenue
totaling at least $5,000,000, or obtain financing of at least $5,000,000, based
upon financing completed after May 1, 2005. His base salary is to be increased
to $365,000 following the first month in which:

o we achieve market capitalization of $100 million or more for at least
four consecutive trading days, or for at least ten of the last thirty
trading days,
o our subsidiaries, in total, achieve revenues totaling at least $6
million or valuation of $25 million or more, based on private or
public financing, sale, merger or similar transaction;
o we achieve revenues of $10 million or more; or
o we, including any subsidiary, obtain financing of at least $8 million,
based upon financing completed after May 1, 2005.

We granted him five-year stock options to purchase up to 1,033,334 shares of our
common stock. The exercise price for the stock options is $0.32 per share. The
stock options are subject to future vesting. One-half of the stock options shall
vest following the first fiscal year end in which our earnings before interest,
taxes, depreciation, and amortization (EBITDA) exceeds $2,000,000 or our gross
revenues exceed $6,000,000. The remaining stock options shall vest following the
first fiscal year end in which our EBITDA exceeds $4,000,000 or our gross
revenues exceed $10,000,000.

He is also entitled to receive death benefits of $70,000, an automobile,
reimbursement for reasonable travel and other business related expenses, four
weeks vacation, medical and dental insurance, and participation in any 401(k)
plan, stock option plan, or other employee plan, perquisite and other benefits
made available to other management employees, which presently includes life and
long-term care insurance coverage. We may also award him an annual performance
bonus or other bonus as determined by the Board of Directors.

If we undergo a "change of control", we must pay him an amount equal to 290% of
his base compensation and all stock options granted are to vest immediately. He
has the right to terminate his employment if we undergo a change in control. As
defined in his employment agreement, a change of control refers to:

o a change in our ownership or management that would be required to be
reported in response to certain provisions of the Securities Exchange
Act of 1934;
o an acquisition, other than directly from us, by a person or entity
other than us of thirty five percent (35%) or more of our common stock
or then outstanding voting securities;
o a change in a majority of the current Board of Directors, excluding a
Board approved change that does not result from a proxy contest;
o a reorganization, merger, consolidation or sale of substantially all
of our assets, after which our shareholders do not own, in the same
proportion, more than 50% of the voting power, after which a majority
of the board of directors changes, and after which a new shareholder
beneficially owns 25% or more of the voting power; or
o the approval by our stockholders of a complete liquidation or
dissolution.

The employment agreement, as amended, provides that, prior to the consummation
of an actual "change in control" event, we and the employee shall in good faith
negotiate a new employment agreement, whereby it is contemplated that employee
would continue to render similar services in an executive capacity for a term of
no less than five years, on improved terms and conditions as to salary and
benefits, recognizing that additional duties, responsibilities and certain
waivers are contemplated by such "change in control".

The employment agreement, as amended, contains tax gross-up provisions relating
to compensation or to any excise tax and income tax that the employee incurs by
reason of receipt of any payment that constitutes an excess parachute payment as
defined in Section 280G of the Internal Revenue Code.

The employment agreement provides for termination for cause.

Agreement with Roman Rozenberg
- ------------------------------

Roman Rozenberg serves as Chief Executive Officer pursuant to a three-year
employment agreement, effective as of January 7, 2005 and as amended on May 19,
2005 and December 29, 2005. His annual base salary for fiscal year 2005 was
$180,000 and is $238,500 for fiscal year 2006, with annual increases for
subsequent years of not less than the change in the Consumer Price Index. His
base salary is to be increased to $265,000 when we achieve revenue totaling at
least $5,000,000, or obtain financing of at least $5,000,000, based upon
financing completed after May 1, 2005. His base salary is to be increased to
$350,000 following the first month in which:

We granted him five-year stock options to purchase up to 1,033,333 shares of our
common stock. The exercise price for the stock options is $0.32 per share. The
stock options are subject to future vesting. One-half of the stock options shall
vest following the first fiscal year end in which our earnings before interest,
taxes, depreciation, and amortization (EBITDA) exceeds $2,000,000 or our gross
revenues exceed $6,000,000. The remaining stock options shall vest following the
first fiscal year end in which our EBITDA exceeds $4,000,000 or our gross
revenues exceed $10,000,000.

The employment agreement provides for termination for cause.

Agreement with Dan Brecher
- --------------------------

Dan Brecher serves as Managing Director of the Company pursuant to a three-year
employment agreement, effective as of January 7, 2005 and as amended on May 19,
2005 and December 29, 2005. The employment is on a part-time basis. His annual
base salary for fiscal year 2005 was $60,000 and is $135,000 for fiscal year
2006, with annual increases for subsequent years of not less than the change in
the Consumer Price Index. His base salary is to be increased to $150,000 when we
achieve revenue totaling at least $5,000,000, or obtain financing of at least
$5,000,000, based upon financing completed after May 1, 2005. His base salary is
to be increased to $250,000 following the first month in which:

The employment agreement provides for termination for cause.

Agreement with Dmitry Vilbaum
- -----------------------------

Dmirty Vilbaum serves as Chief Operating Officer pursuant to a three-year
employment agreement, effective as of June 13, 2005 and as amended December 29,
2005. Through March 2006, he worked on a part-time basis, for which his annual
base salary for fiscal year 2005 was at the rate of $100,000 per year and,
through March 2006 was at the rate of $125,000 for fiscal year 2006. Through
March 2006, with our permission, Mr. Vilbaum was permitted to work up to 20
hours per week for Law Offices of Dan Brecher on a part-time basis, and for the
use of Mr. Vilbaum services, we reimbursed Law Offices of Dan Brecher for
compensation expenses and costs of benefits, at cost, it incurred in connection
with its employment of Mr. Vilbaum. Effective April 1, 2006, Mr. Vilbaum's
annual base salary, on a full-time basis, for fiscal year 2006 is at the rate of
$150,000 per year. His salary is to increase to the rate of $160,000 per year
during the term of employment following the first month in which our revenues
from operations during such fiscal year exceeds $5,000,000; and, his salary
shall increase to the rate of $220,000 per year during the term of employment
following the first month in which our revenues from operations during such
fiscal year exceeds $10,000,000. If, however, our revenues subsequently decrease
to below either of such levels in any twelve month period, his salary is to
revert to its former level during such period. In the event Mr. Vilbaum works on
a full-time basis, his salary is to increase by $25,000. Mr. Vilbaum is entitled
to any bonus as may be determined by the Board of Directors. He is also entitled
to receive reimbursement for reasonable travel and other business related
expenses, four weeks vacation, and medical and dental insurance. We are also
providing to Mr. Vilbaum certain life insurance and long-term care insurance
coverage.

In connection with the employment agreement, we granted Mr. Vilbaum stock
options to purchase 413,333 shares of our common stock. The stock options are
exercisable for five years at $0.80 per share. The stock options were to vest,
subject to conditions of services to us, as follows: options to purchase 310,000
shares vest on June 13, 2006; additional options to purchase 51,667 shares vest
on June 13, 2007; and the remaining options to purchase 51,666 shares vest on
June 13, 2008. On December 29, 2005, the agreement was amended to accelerate the
vesting date for the options to December 30, 2005.

The employment agreement provides for termination for cause. During the first
year of employment, if the employment is to be terminated, Mr. Vilbaum is
entitled to 90 days advance notice and 90 days of severance pay.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table set forth outstanding securities authorized for issuance
under equity compensation plans as of December 31, 2005.

Number of securities to Weighted average
be issued upon exercise exercise price of Number of securities
of outstanding options, outstanding options, remaining available for
Plan Category Warrants and Rights Warrants and Rights Future Issuance
- ------------- ------------------------ ------------------- -----------------------

Equity compensation plans 0 $0.00 0
approved by securities holders

Equity compensation plans not 7,013,333 $0.51 2,750,000
approved by securities holders

Total 7,013,333 $0.51 2,750,000

PLans Not in the Shareholder Approved Category
- ----------------------------------------------

On January 7, 2005, pursuant to an employment agreement with Ivan Railyan, our
President, we issued stock options, subject to vesting at a future date upon
achievement of certain Company milestones or thresholds, exercisable for five
years from January 7, 2005 at $0.32 per share, to acquire up to 1,033,334 shares
of common stock. One-half of the stock options shall vest following the first
fiscal year end in which our earnings before interest, taxes, depreciation, and
amortization (EBITDA) exceeds $2,000,000 or our gross revenues exceed
$6,000,000. The remaining stock options shall vest following the first fiscal
year end in which our EBITDA exceeds $4,000,000 or our gross revenues exceed
$10,000,000.

On January 7, 2005, pursuant to an employment agreement with Roman Rozenberg,
our Chief Executive Officer, we issued stock options, subject to vesting at a
future date upon achievement of certain Company milestones or thresholds,
exercisable for five years from January 7, 2005 at $0.32 per share, to acquire
up to 1,033,333 shares of common stock. One-half of the stock options shall vest
following the first fiscal year end in which our earnings before interest,
taxes, depreciation, and amortization (EBITDA) exceeds $2,000,000 or our gross
revenues exceed $6,000,000. The remaining stock options shall vest following the
first fiscal year end in which our EBITDA exceeds $4,000,000 or our gross
revenues exceed $10,000,000.

On January 7, 2005, pursuant to an employment agreement with Dan Brecher, our
Managing Director, we issued stock options, subject to vesting at a future date
upon achievement of certain Company milestones or thresholds, exercisable for
five years from January 7, 2005 at $0.32 per share, to acquire up to 1,033,333
shares of common stock. One-half of the stock options shall vest following the
first fiscal year end in which our earnings before interest, taxes,
depreciation, and amortization (EBITDA) exceeds $2,000,000 or our gross revenues
exceed $6,000,000. The remaining stock options shall vest following the first
fiscal year end in which our EBITDA exceeds $4,000,000 or our gross revenues
exceed $10,000,000.

On May 20, 2005, we entered into an agreement with Kenneth Oh, our Secretary,
pursuant to which we issued stock options to purchase 250,000 shares of common
stock. The stock options are exercisable for five years at $0.80 per share. The
stock options were to vest, subject to conditions of services to us, as follows:
options to purchase 187,500 shares on May 20, 2006; additional options to
purchase 31,250 shares on May 20, 2007; and the remaining options to purchase
31,250 shares on May 20, 2008. On December 29, 2005, the agreement was amended
to accelerate the vesting date for the options to December 30, 2005. On June 1,
2005, Mr. Oh was appointed Secretary.

On June 13, 2005, we entered into an employment agreement with Dmitry Vilbaum,
our Chief Operating Officer. In connection with the employment agreement, we
granted Mr. Vilbaum stock options to purchase 413,333 shares of common stock.
The stock options are exercisable for five years at $0.80 per share. The stock
options were to vest, subject to conditions of services to us, as follows:
options to purchase 310,000 shares on June 13, 2006; additional options to
purchase 51,667 shares on June 13, 2007; and the remaining options to purchase
51,666 shares on June 13, 2008. On December 29, 2005, the agreement was amended
to accelerate the vesting date for the options to December 30, 2005.

On June 29, 2005, we entered into an agreement with Dmitry Vilbaum, our Chief
Operating Officer, pursuant to which we issued stock options to purchase 500,000
shares of common stock. The stock options are exercisable for five years at
$1.00 per share. The stock options were to vest, subject to conditions of
services to us, as follows: options to purchase 375,000 shares on June 29, 2006;
additional options to purchase 62,500 shares on June 29, 2007; and the remaining
options to purchase 62,500 shares on June 29, 2008. On December 29, 2005, the
agreement was amended to accelerate the vesting date for the options to December
30, 2005.

On June 29, 2005, the Company entered into a consulting agreement with Stuart
Sundlun, an individual, pursuant to which the Company issued stock options to
purchase 500,000 shares of the Company's common stock. The stock options are
exercisable for five years at $0.80 per share.

On December 29, 2005, the Company's Board of Directors adopted the CompuPrint,
Inc. 2005 Stock Incentive Plan. The plan has not yet been submitted for
shareholder approval. On December 29, 2005, the Company granted nonincentive
stock options to purchase shares of the Company's common stock, exercisable for
a period of up to five years from the date of grant at $0.50 per share and
vesting over one year at the rate of 25% per calendar quarter, pursuant to the
plan, to the following employees:

Ivan Railyan, President 500,000 options
Roman Rozenberg, Chief Executive Officer 500,000 options
Dan Brecher, Managing Director 500,000 options
Dmitry Vilbaum, Chief Operating Officer 250,000 options
Kenneth Oh, Secretary 250,000 options
Viktor Andreev 250,000 options

STOCK OWNERSHIP

The following table sets forth, as of [September 1, 2006], the shares of our
common stock beneficially owned by each person who is known by us to
beneficially own 5% or more of our common stock, each of our directors and
executive officers, and all of our directors and executive officers as a group.
This information was determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, and is based upon the information provided by
the persons listed below. As of [September 1, 2006], we had 43,008,338 shares of
common stock issued and outstanding.

All persons named in the table have the sole voting and dispositive power with
respect to common stock beneficially owned. Beneficial ownership of shares of
common stock that are acquirable within 60 days of [September 1, 2006] pursuant
to options, warrants, conversion privileges or other rights are listed
separately. For each person named in the table, the calculation of percent of
class gives effect to those acquirable shares.

The address of each of the persons named in the following table, unless
otherwise indicated, is c/o Terra Insight Corporation, 99 Park Avenue, 16th
Floor, New York, New York 10016.

Name and Address of Amount and Nature Additional Shares Percent
Beneficial Owner of Beneficial Owner Acquirable Within 60 Days of Class
- ----------------- ------------------- ------------------------- --------

Ivan Railyan (a) 29,775,483 250,000 (b)(d) 69.4%
Roman Rozenberg (a) 3,502,998 250,000 (c)(d) 8.7%
Dan Brecher (a) 1,751,499 250,000 (c)(d) 4.6%
Dmitry Vilbaum (a) 0 1,050,833 (e)(f)(g) 2.4%
Kenneth Oh (a) 0 375,000 (g)(h) 0.9%
Eric M. Weiss (a) 0 187,500 (i) 0.4%
Enficon Establishment/ 0 5,000,000 (k) 10.4%
Kiev Investment Group (j)
Liechtenstein
Poststrasse 403
FL-9491 Ruggell
Belhasa International Co. LLC 1,000,000 150,000 (l) 2.7%
Al - Ittehad Street
Belhasa Building
P.O. Box 1286
Dubai, United Arab Emirates
All officers and directors 35,029,980 2,363,333 82.4%
as a group (6 persons)

(a) Refers to an officer or director.
(b) Does not include stock options, subject to vesting at a future date upon
achievement of certain Company milestones or thresholds, exercisable for
five years from January 7, 2005 at $0.32 per share, to acquire up to
1,033,334 shares of common stock. One-half of the stock options shall vest
following the first fiscal year end in which our earnings before interest,
taxes, depreciation, and amortization (EBITDA) exceeds $2,000,000 or our
gross revenues exceed $6,000,000. The remaining stock options shall vest
following the first fiscal year end in which our EBITDA exceeds $4,000,000
or our gross revenues exceed $10,000,000.
(c) Does not include stock options, subject to vesting at a future date upon
achievement of certain Company milestones or thresholds, exercisable for
five years from January 7, 2005 at $0.32 per share, to acquire up to
1,033,333 shares of common stock. One-half of the stock options shall vest
following the first fiscal year end in which our earnings before interest,
taxes, depreciation, and amortization (EBITDA) exceeds $2,000,000 or our
gross revenues exceed $6,000,000. The remaining stock options shall vest
following the first fiscal year end in which our EBITDA exceeds $4,000,000
or our gross revenues exceed $10,000,000.
(d) Includes stock options to purchase 250,000 shares of common stock,
exercisable for five years from December 29, 2005 at $0.50 per share. Does
not include stock options to acquire an additional 250,000 shares that are
subject to vesting in increments of 125,000 shares on September 30 and
December 31 in 2006.
(e) Includes stock options, exercisable for five years from June 13, 2005 at
$0.80 per share, to acquire up to 413,333 shares of common stock.
(f) Includes stock options, exercisable for five years from June 29, 2005 at
$1.00 per share, to acquire up to 500,000 shares of common stock. Includes
stock options to purchase 12,500 shares of common stock, exercisable for
five years from April 17, 2006 at $1.38 per share, and does not include
stock options to acquire an additional 37,500 shares that are subject to
vesting in increments of 12,500 shares on September 30, 2006, December 31,
2006 and March 31, 2007.
(g) Includes stock options to purchase 125,000 shares of common stock,
exercisable for five years from December 29, 2005 at $0.50 per share. Does
not include stock options to acquire an additional 125,000 shares that are
subject to vesting in increments of 62,500 shares on September 30 and
December 31 in 2006.
(h) Includes stock options, exercisable for five years from May 20, 2005 at
$0.80 per share, to acquire up to 250,000 shares of common stock.

(i) Includes stock options to purchase 187,500 shares of common stock,
exercisable for five years from March 14, 2006 at $0.90 per share. Does not
include stock options to acquire an additional 187,500 shares that are
subject to vesting in increments of 93,750 shares on September 30 and
December 31 in 2006.
(j) Kiev Investment Group is an affiliated entity of Enficon Establishment.
(k) Refers to shares of common stock underlying a principal amount of $4
million of 6% convertible debentures due December 31, 2007, and shares of
common stock underlying a principal amount of $1 million of 7% convertible
debentures due December 31, 2008. The debentures are convertible, at $1.00
per share, into an aggregate of 5,000,000 shares of our common stock. Does
not include 1,000,000 shares of common stock underlying a principal amount
of $1 million of 6% convertible debentures, which debentures were to be
purchased by May 16, 2006. Does not include 5,000,000 shares that were to
be purchased by June 29, 2005. Does not give effect to a stock option
agreement, which is yet to be fully negotiated and was to be entered by
June 29, 2006, that would, if executed, grant Kiev Investment Group the
right to purchase such additional amount of our common stock, that when
combined with an aggregate of 5 million shares issuable upon conversion of
the 6% debentures held or acquirable by Enficon and Kiev Investment Group,
and a separate transaction for the purchase of 5 million shares, would
equal 25% of our then outstanding shares of common stock. The stock option
is to be exercisable, on an all or none basis, until October 1, 2006 at
$1.20 per share, and thereafter, exercisable until December 31, 2006 at a
price of the greater of (a) $1.50 per share or (b) 60% of the average
trading price of our common stock for the 20 day period preceding such
exercise, with an upper cap on the exercise price of $1.75 per share. Other
terms for the stock options are yet to be fully negotiated, and Kiev
Investment Group does not have such a stock option until a definitive stock
option agreement is executed.
(l) Refers to shares of common stock underlying 150,000 warrants which were
exercisable until June 12, 2006 at $1.25 per share and are now exercisable
at $1.50 per share until December 12, 2006. The holder previously held
2,000,000 six-month warrants which were exercisable until March 12, 2006 at
$1.15 per share and exercisable at $1.50 per share until June 12, 2006,
provided that the initial exercise of these six-month warrants must be for
the purchase of at least 1,000,000 shares of common stock. The 2,000,000
six-month warrants expired on June 12, 2006 unexercised.

CHANGES IN CONTROL

We do not have any arrangements that may result in a change in control, except
to the extent as described below.

On April 6, 2006, we entered into an agreement with Kiev Investment Group,
pursuant to a Protocol Agreement dated April 5, 2006. Kiev Investment Group is
an affiliate of Enficon Establishment, a holder of our debentures. Kiev
Investment Group has stated its intention to assign its obligations under the
Protocol Agreement. This Protocol Agreement relates to, modifies and supplements
the terms of our Securities Purchase Agreement with Enficon dated June 30, 2005
and of our exploration agreement with Enficon dated June 30, 2005. Certain
matters governed by those two agreements dated June 30, 2005 remain subject to
negotiations. On June 16, 2006, we entered into an agreement, entitled
Modification to Protocol Agreement, which relates to, modifies, amends and
supplements the terms of our Protocol Agreement dated April 5, 2006:

Under the Protocol Agreement, Kiev Investment Group undertook the following
obligations, certain material provisions of which have not been fulfilled to
date:

(1) to purchase, pursuant to the Securities Agreement, the fourth tranche
of $1 million of convertible debentures, which was purchased on April
12, 2006, and to purchase of the fifth and final tranche of $1 million
of convertible debentures by May 15, 2006;
(2) by June 15, 2006, along with Enficon, to convert their aggregate $5
million of convertible debentures at $1 per share into an aggregate of
5,000,000 shares of common stock;
(3) to make capital contributions, pursuant to the exploration agreement
with Enficon, in the aggregate amount of $3 million to our subsidiary,
Tierra Nevada Exploration Partners, with a $1 million capital
contribution made on April 13, 2006, and additional contributions of
$600,000 and $1.4 million to be made by June 15, 2006 and July 5,
2006, respectively; and
(4) by June 29, 2006, to purchase from us 5,000,000 shares of our common
stock at $1.05 per share.

The Protocol Agreement also provided that by June 29, 2006, the parties were to
enter into a stock option agreement that would grant Kiev Investment Group the
right to purchase such additional amount of our common stock, that when combined
with 5 million shares issuable upon conversion of the debentures by June 15,
2006 and the purchase of 5 million shares by June 29, 2006, would equal 25% of
our then outstanding shares of common stock. The stock option was to be
exercisable, on an all or none basis, until October 1, 2006 at $1.20 per share,
and thereafter, exercisable until December 31, 2006 at a price of the greater of
(a) $1.50 per share or (b) 60% of the average trading price of our common stock
for the 20 day period preceding such exercise, with an upper cap on the exercise
price of $1.75 per share. Other terms for the stock options were to be
negotiated, and Kiev Investment Group does not have such a stock option until a
definitive stock option agreement is executed.

Subject to fulfillment of certain Kiev Investment Group obligations under the
Protocol Agreement, which have not been fulfilled, we had agreed to grant a seat
on our Board of Directors to one nominee of Kiev Investment Group that was
acceptable to us. The seat was to be forfeited if Kiev Investment Group did not
exercise its stock option in its entirety by October 1, 2006, or if Kiev
Investment Group does not exercise its stock option to purchase at least 50% of
the underlying shares by December 31, 2006.

Pursuant to the Modification Agreement, on June 16, 2006, Kiev Investment Group
purchased from us a 7% convertible debenture in the principal amount of
$1,000,000, maturing December 31, 2008. The debenture is convertible into shares
of our common stock at a conversion price of $1.00 per share until August 15,
2006, thereafter at $1.50 per share until October 16, 2006, thereafter at $1.75
per share until January 16, 2007, and thereafter at $2 per share.

On August 8, 2006, the parties entered into an agreement, entitled Further
Modification to Protocol Agreement, dated as of August 4, 2006. The Further
Modification relates to, modifies, amends and supplements the terms of the
parties' Protocol Agreement and Modification to Protocol Agreement. The Further
Modification was made without prejudice to rights under the Protocol Agreement
as previously modified.

Pursuant to the Modification Agreement, among other things:

(1) Kiev Investment Group agreed to cure the breaches of its commitments
under the Protocol Agreement within two weeks of receipt from notice
from us of a specified level of oil production from a well in Texas
(the "Bellows Well"); and
(2) Kiev Investment Group agreed to deposit in escrow with us $900,000, to
be received on or before the earlier of July 10, 2006 or within 48
hours of written notice, whichever occured first, to be used to fund
completion costs of a test well being drilled in Nevada (the "Sage
Well"). The deposit has not been paid into escrow. In the event of
approved increases for expenditure as to the Sage Well, Kiev
Investment Group agreed to provide the funding for such increases in a
reasonably prompt manner. A cash call was made, and, on July 19, 2006,
Kiev Investment Group and Enficon Establishment paid $350,000 pursuant
to the cash call in connection with the Sage Well.

We agreed to the Further Modification, also without prejudice, and provided Kiev
Investment Group and Enficon Establishment agreed to fund the $680,000 cash
call, which was made on July 31, 2006, and other cash calls, and to provide the
funding pursuant to the Protocol, particularly the non-debt securities purchases
from us shortly after the Sage Well completion decision.

In furtherance of the Further Modification, on August 10, 2006, Kiev Investment
Group paid the $680,000 cash call in connection with the Sage Well. Under the
Further Modification, all rights were reserved, and the parties agreed to modify
the payout structure with respect to revenues derived from the Sage Well, such
that:

(1) investments for the Bellows Well in TexTerra Exploration Partners, LP
and investments in Tierra Nevada Exploration Partnerss, LP for the
Sage Well are first fully recouped;
(2) thereafter, we will receive payment of its 5% overriding royalty; and
(3) thereafter, the remaining revenues are to be allocated 75% to Kiev
Investment Group and 25% to us.

Kiev Investment Group informed us that it is prepared to perform its contractual
obligations to purchase our non-debt securities pursuant to the Protocol if the
Sage Well physically proves to be commercial, and does not intend to purchase
the non-debt securities until after the Sage Well starts producing oil, unless
during tests significantly higher future production volume or substantial
reserves are ascertained. Kiev Investment Group further informed us that if the
Sage Well is not commercially viable, Kiev Investment Group would ask us for
repayment of all convertible debentures at maturity and the return of its
investment in the projects. Alternatively, if Kiev Investment Group and/or
Enficon Establishment chose not to provide the further funding set forth in the
Protocol after the Sage Well completion decision, but otherwise fulfill their
contractual obligations, Kiev Investment Group and Enficon Establishment would
receive the 75% revenue allocation for the life of the Sage Well. A further cash
call was made on August 17, 2006, and Kiev Investment Group and/or Enficon
Establishment did not meet the cash call and are in further breach of their
commitments.

PROPOSAL NO. 1
APPROVAL OF PROPOSED CORPORATE NAME CHANGE TO TERRA ENERGY &
RESOURCE TECHNOLOGIES, INC.

It is proposed that the name of the Company be changed from CompuPrint, Inc. to
Terra Energy & Resource Technologies, Inc.

The board believes that changing our corporate name will enhance our business
and prospects as the name "CompuPrint, Inc." has been associated with our
precedessor's operations. In May 2005, the Company consummated a reverse
acquisition with Terra Insight Corporation. Terra Insight Corporation is
presently our primary operating entity. Terra Insight Corporation's business
involves an integrated mapping and analysis of satellite and geological data to
assess the location and nature of natural resources. Terra Insight Corporation
also acquires interests and participations in natural resource properties,
exploration projects and other sources of oil and gas, minerals and other
natural resources wherever they may be found in commercially viable quantities.
Therefore, the board believes that changing our corporate name from CompuPrint,
Inc. to Terra Energy & Resource Technologies, Inc. will more accurately reflect
our current operations and our business strategy.

The name change is anticipated to be effected in connection with the
reincorporation of the Company, if Proposal No. 2 is approved and transacted. In
the event that Proposal No. 2 is not approved or is abandoned, the name change
is anticipated to be effected by filing an amendment to the Company's Articles
of Incorporation under the laws of the State of North Carolina, amending Article
First of the Articles of Incorporation to set forth the following:

"1. The name of the corporation is Terra Energy & Resource
Technologies, Inc."

The name change will not change our capital structure and will not in any way
affect the validity or transferability of stock certificates currently
outstanding. We are not requiring, nor requesting, that shareholders with
certificated shares obtain new stock certificates bearing the new corporate
name. Shareholders with certificated shares may continue to hold their existing
certificates or receive new certificates reflecting the name change upon
tendering of old certificates to our transfer agent.

REQUIRED VOTE

The affirmative vote of a majority of the shares entitled to vote on the
proposal is required to approve the proposed corporate name change.

RECOMMENDATION OF BOARD

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO
CHANGE THE COMPANY'S NAME.

PROPOSAL NO. 2
APPROVAL OF A PROPOSED CHANGE IN THE STATE OF INCORPORATION OF THE COMPANY
FROM NORTH CAROLINA TO DELAWARE

PURPOSE OF REINCORPORATION

The Board of Directors has approved a proposal to change the Company's state of
incorporation from North Carolina to Delaware (the "Reincorporation") and a
related Plan of Merger (the "Merger Agreement"), subject to shareholder
approval.

The purpose of the Reincorporation is to change the state of incorporation and
legal domicile of the Company from North Carolina to Delaware.

The Board of Directors believes that this change in domicile would be in the
best interests of the Company and its stockholders. Delaware has long been a
leading state in adopting, construing and implementing comprehensive, modern and
flexible corporate laws which are periodically updated and revised to meet
changing business needs. As a result, the Delaware General Corporation Law (the
"DGCL") is widely regarded to be one of the best-defined bodies of corporate law
in the United States, and many major corporations have initially chosen Delaware
for their domicile or have subsequently reincorporated in Delaware in a manner
similar to that proposed by the company. The Delaware legislature is
particularly sensitive to corporate law issues, and Delaware courts have
developed considerable expertise in dealing with corporate issues and a
substantial body of case law has developed construing Delaware law and
establishing public policies with respect to Delaware corporations. The business
corporation laws of Delaware should benefit the Company by allowing it to
conduct its affairs in a more flexible and efficient manner. Accordingly, the
Board of Directors believes that the DGCL would provide greater predictability
in the Company's legal affairs than is currently available under the North
Carolina Business Corporation Act (the "NCBCA"). Notwithstanding the belief of
the Board of Directors as to the potential benefits to stockholders of the
Reincorporation, stockholders should realize that there may be negative
consequences of the Reincorporation. A negative consequence may be differences
in the corporations laws of the state of Delaware and North Carolina, and
payment of higher franchise taxes charged by Delaware. The Company's Delaware
franchise tax is anticipated to increase as the Company's assets grow.
Stockholders may be entitled to statutory appraisal rights on the
Reincorporation.

The Company has caused the formation of Terra Energy & Resource Technologies,
Inc., a Delaware corporation ("Terra"), to effect the Reincorporation. The
certificate of incorporation and the bylaws of Terra are attached as Exhibit A
and Exhibit B, respectively. The bylaws of CompuPrint are attached as Exhibit C.
A copy of the form of Merger Agreement is attached as Exhibit D. The discussion
below regarding the Reincorporation are qualified by reference to the complete
Merger Agreement.

Upon the effective date of the Reincorporation, each outstanding share of the
Company's common stock will automatically become one share of the common stock
of Terra ("Terra Common Stock"). The Company will cease to exist as a North
Carolina corporation, and Terra will be the continuing or surviving corporation.
Thus, Terra will succeed to all of the business and operations, own all of the
assets and other properties and assume and become responsible for all of the
liabilities and obligations of CompuPrint. The Reincorporation, therefore, will
not involve any change in the business, properties or management of the Company.
The persons serving as officers and directors of the Company will serve as the
officers and directors of Terra after the Reincorporation.

The Reincorporation will not affect the Company's eligibility for quotation on
the OTC Bulletin Board. The OTC Bulletin Board may issue a new trading symbol in
connection with the Company's name change, and a new CUSIP number for the
Company's common stock may be necessary. The Company will continue to file with
the S.E.C. and provide to its shareholders the same types of information that
the Company has previously filed and provided.

No shares of any capital stock will be issued by Terra in connection with the
Reincorporation, other than the shares of Terra Common Stock to be issued for
the Company's outstanding common stock. The relative rights and limitations of
the common stock will remain unchanged after the Reincorporation, except for
changes due to the differences between the corporations laws of the State of
North Carolina and the State of Delaware.

AUTHORIZED SHARES OF STOCK

The Company's authorized capital will remain the same as a consequence of the
Reincorporation, if approved.

The Company's North Carolina Articles of Incorporation, as amended, presently
authorizes 101,000,000 shares, consisting of 100,000,000 shares of common stock
and 1,000,000 shares of preferred stock, each having a par value of $0.0001 per
share. Similarly, Terra's Delaware Certificate of Incorporation presently
authorizes 101,000,000 shares, consisting of 100,000,000 shares of common stock
and 1,000,000 shares of preferred stock, each having a par value $0.0001 per
share.

CONVERSION OF STOCK

Assuming shareholder approval of the Reincorporation proposal, upon the
Reincorporation becoming effective, each outstanding share of the Company's
common stock will automatically convert into and be exchanged for one share of
Terra Common Stock, and the shareholders of the Company's common stock will
automatically become shareholders of Terra Common Stock.

In addition, each outstanding option, right or warrant or other convertible
security to acquire shares of the Company's common stock outstanding upon the
Reincorporation will be converted into an option, right or warrant or other
convertible security to acquire the same number of shares of Terra Common Stock
at the same price and at the same terms.

From the effective date of the Reincorporation, each CompuPrint stock
certificate that was outstanding immediately prior to the Reincorporation will
automatically represent the same number of shares of Terra Common Stock. We are
not requiring, nor requesting, that shareholders with certificated shares
exchange their CompuPrint stock certificates for Terra stock certificates.
Likewise, shareholders should not destroy their old certificates and should not
send their old certificates to the Company, either before or after the effective
date of the Reincorporation.

TRANSFERABILITY OF SHARES

Shareholders whose shares of the Company's common stock that are freely tradable
before the Reincorporation will own shares that are freely tradable after the
Reincorporation. Similarly, any shareholders holding securities with transfer
restrictions before the Reincorporation will hold shares that have the same
transfer restrictions after the Reincorporation. For purposes of computing the
holding period under Rule 144 of the Securities Act, shareholders will be deemed
to have acquired their shares on the date they originally acquired their common
stock.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE REINCORPORATION

The discussion of U.S. federal income tax consequences set forth below is for
general information only and does not purport to be a complete discussion or
analysis of all potential tax consequences that may apply to a shareholder.
Shareholders are urged to consult their tax advisors to determine the particular
tax consequences of the Reincorporation, including the applicability and effect
of federal, state, local, foreign and other tax laws.

The following discussion sets forth the principal U.S. federal income tax
consequences of the Reincorporation to the shareholders who hold their shares as
a capital asset. It does not address all of the federal income tax consequences
that may be relevant to a particular shareholder based upon his individual
circumstances or to shareholders who are subject to special rules, such as
financial institutions, tax-exempt organizations, insurance companies, dealers
in securities, foreign holders or holders who acquired their shares pursuant to
the exercise of employee stock options or otherwise as compensation. The
following disclosure is based on the Internal Revenue Code, Treasury
Regulations, rulings and decisions in effect as of the date of this Notice, all
of which are subject to change, possibly with retroactive effect, and to
differing interpretations. The following disclosure does not address the tax
consequences to our shareholders under state, local and foreign laws. The
Company has neither requested nor received a tax opinion from legal counsel with
respect to the federal income tax consequences of the Reincorporation. No
rulings have been or will be requested from the Internal Revenue Service as to
the federal income tax consequences of the Reincorporation. There can be no
assurance that future legislation, regulations, administrative rulings or court
decisions would not alter the consequences set forth below.

The Reincorporation provided for in the Merger Agreement is intended to be
treated as a "tax-free" reorganization as described in Section 368(a)(1)(A) of
the Internal Revenue Code of 1986, as amended. Assuming the Reincorporation
qualifies as a "tax-free" reorganization, no gain or loss will be recognized to
the holders of the Company's capital stock as a result of consummation of the
Reincorporation, and no gain or loss will be recognized by the Company or Terra.
The basis of the acquired assets in the hands of Terra will be the same as the
Company's basis in such assets. Each former holder of the Company's common stock
will have the same basis in the capital stock of Terra received by that holder
pursuant to the Reincorporation as that holder has in the Company's common stock
held by that holder at the time the Reincorporation is consummated. Each
shareholder's holding period with respect to Terra Common Stock will include the
period during which that shareholder held the corresponding CompuPrint common
stock, provided the latter was held by such holder as a capital asset at the
time the Reincorporation was consummated.

THE FOREGOING IS ONLY A SUMMARY OF THE FEDERAL INCOME TAX CONSEQUENCES AND IS
NOT TAX ADVICE. NO RULING FROM THE INTERNAL REVENUE SERVICE AND NO OPINION OF
COUNSEL WITH RESPECT TO THE TAX CONSEQUENCES OF THE REINCORPORATION HAVE BEEN OR
WILL BE OBTAINED BY THE COMPANY. SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX
ADVISERS REGARDING THE TAX CONSEQUENCES OF THE REINCORPORATION.

ACCOUNTING TREATMENT

In accordance with accounting principles generally accepted in the United
States, the Company expects that the Reincorporation will be accounted for as a
reorganization of entities under common control and recorded at historical cost.

REGULATORY APPROVALS

The Reincorporation will not be consummated until after shareholder approval is
obtained. The Company will obtain all required consents of governmental
authorities, including the filing of an Articles of Merger with the Secretary of
State of North Carolina and the filing of a Certificate of Merger with the
Secretary of State of Delaware, or such other instruments as the respective
jurisdictions may require.

CERTAIN DIFFERENCES IN GOVERNING STATUTE, CHARTER AND BYLAWS CAUSED BY THE
REINCORPORATION

The corporation law of the State of Delaware differs in certain respects from
those of North Carolina. Following the Reincorporation, the Company's corporate
affairs will be governed by the Delaware General Corporation Law ("DGCL"), by
the Certificate of Incorporation of Terra (the "Delaware Certificate") and by
the Bylaws of Terra (the "Delaware Bylaws"). A copy of the Delaware Certificate
and the Delaware Bylaws are attached hereto as Exhibit A and Exhibit B,
respectively. The Company's corporate affairs are governed at present by the
North Carolina Business Corporation Act (the "NCBCA"), by its Articles of
Incorporation filed in North Carolina (the "North Carolina Certificate") and by
the Bylaws adopted pursuant to NCBCA (the "North Carolina Bylaws").

Although it is not practical to compare all the differences between the laws of
governing corporations in North Carolina and Delaware, the following discussion
provides a summary of certain material differences which may affect the rights
of shareholders. The summary is not intended to be complete and reference should
be made to the DGCL and the NCBCA. There may be changes in either or both the
NCBCA or the DGCL that could affect the summary below.

AMENDMENT OF ARTICLES/CERTIFICATE OF INCORPORATION. Generally, the NCBCA, except
for certain ministerial changes to the Articles of Incorporation, allows a Board
of Directors to recommend that shareholders amend the Certificate of
Incorporation, and approval of a majority of the shares entitled to vote at a
shareholders' meeting are sufficient to approve that amendment, unless the
NCBCA, Articles of Incorporation or the Bylaws require a greater vote.
Similarly, the DGCL allows a Board of Directors to recommend an amendment to the
Certificate of Incorporation for approval by shareholders and approval of a
majority of the shares entitled to vote is sufficient to approve that amendment.

AMENDMENT TO BYLAWS. The North Carolina Bylaws provides that the bylaws may be
amended by the affirmative vote of a majority of the directors. The NCBCA
provides that a corporation's shareholders may amend or repeal the corporation's
bylaws even though the bylaws may also be amended or repealed by its board of
directors. Conversely, the Delaware Bylaws provides that the power to amend,
alter, or repeal these Bylaws and to adopt new Bylaws may be exercised by the
Board of Directors or by the shareholders, subject to the provisions of the
DGCL. The DGCL confers the power to adopt, amend or repeal bylaws in the
shareholders entitled to vote.

SPECIAL MEETING OF SHAREHOLDERS. Under the NCBCA, the Board of Directors, anyone
authorized in the Articles of Incorporation or Bylaws, or, in the case of a
non-public corporation, a shareholder pursuant to the written request of holders
of 10% of all shares entitled to vote, may call a special meeting of
shareholders. The North Carolina Bylaws provide that a special meeting may be
called by the President, Secretary or the Board of Directors, or, in a
shareholder pursuant to the written request of holders of 10% of all shares
entitled to vote. Under the DGCL, the Board of Directors or anyone authorized in
the Certificate of Incorporation or Bylaws may call a special meeting of
shareholders. The Delaware Bylaws provide that a special meeting may be called
by the directors or by any officer instructed by the directors to call the
meeting.

ACTION BY WRITTEN CONSENT OF SHAREHOLDERS IN LIEU OF A SHAREHOLDER VOTE.
Generally, except in certain circumstances, the NCBCA allows shareholders to act
by written consent in lieu of a meeting, or if the action is taken by all the
shareholders entitled to vote on the action or, if so provided in the articles
of incorporation of a corporation that is not a public corporation. The North
Carolina Bylaws contains a provision that shareholders may act by written
consent only if it is signed all of the persons who would be entitled to vote.
Conversely, the DGCL provides that action may be taken by written consent signed
by the holders of outstanding stock having not less than the minimum number of
votes, with prompt notice of the taking of the corporate action given to those
shareholders who have not consented and who would have been entitled to notice
of the meeting. The Delaware Bylaws expressly permits any action by shareholders
to be taken by written consent.

PROXIES. Under NCBCA, a proxy cannot be voted or acted upon after 11 months from
its date unless the proxy provides for a longer period. Under the DGCL a proxy
cannot be voted or acted upon after three years from its date unless the proxy
provides for a longer period.

CUMULATIVE VOTING. The NCBCA provides that shareholders do not have a right to
cumulate their votes for directors unless the articles of incorporation so
provide. The North Carolina Certificate does not confer such a right. The North
Carolina Bylaws contains a provision providing for cumulative voting, although
it may not be valid, as the Company's Articles of Incorporation do not contain a
provision for cumulative voting. The Delaware Certificate and the Delaware
Bylaws do not contain a provision for cumulative voting.

LIMITATIONS OF DIRECTORS' LIABILITY. Both NCBCA and the DGCL permit a
corporation to limit a director's personal liability for actions taken in that
director's official capacity. Under the NCBCA, a corporation's articles of
incorporation may set forth a provision that limits the personal liability of
any director for monetary damages for breach of any duty as a director. The
NCBCA provides that no such provision shall be effective with respect to (i)
acts or omissions that the director at the time of such breach knew or believed
were clearly in conflict with the best interests of the corporation, (ii) any
liability for unlawful distributions; (iii) any transaction from which the
director derived an improper personal benefit, or (iv) acts or omissions
occurring prior to the date the provisions became effective. Under the DGCL,
limits on a director's liability must be addressed in the Certificate of
Incorporation. The Delaware Certificate limits a director's personal liability
for monetary damages for breach of fiduciary duty to the fullest extent
permitted by the DGCL. The DGCL forbids any limitation of liability: (i) for any
breach of the director's duty of loyalty to the corporation or its shareholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) for a willful or negligent
violation of statutory provisions governing dividends or stock repurchases or
redemptions; or (iv) for any transaction from which the director derived an
improper personal benefit [involving the corporation].

INDEMNIFICATION OF DIRECTORS AND OFFICERS. With some variations, both NCBCA and
the DGCL allow a corporation to "indemnify," that is, to make whole, any person
who is or was a director or officer of the corporation if that person is held
liable or incurs costs for something that the person did or failed to do in an
official capacity in good faith in the best interests of the Company.

DIVIDENDS. North Carolina law prohibits a corporation from making a distribution
(e.g., dividends) if the corporation would not be able to pay its debts as they
become due in the usual course of business, or if the corporation's total assets
would be less than the sum of its total liabilities plus the amount that would
be needed, if the corporation were to be dissolved at the time of the
distribution, to satisfy the preferential rights upon dissolution of
shareholders whose preferential rights are superior to those receiving the
distribution. Like North Carolina, Delaware law prohibits the distribution of
dividends if the capital of the corporation shall have been diminished by
depreciation in the value of its property, or by losses or otherwise, to an
amount less than the aggregate amount of capital represented by the issued and
outstanding stock of all classes having a preference upon the distribution of
assets. The directors of any corporation engaged in the exploitation of wasting
assets (including but not limited to a corporation engaged in the exploitation
of natural resources or other wasting assets, including patents, or engaged
primarily in the liquidation of specific assets) may determine the net profits
derived from the exploitation of such wasting assets or the net proceeds derived
from such liquidation without taking into consideration the depletion of such
assets resulting from lapse of time, consumption, liquidation or exploitation of
such assets.

APPRAISAL/DISSENTER RIGHTS. Generally, the NCBCA provides for dissenter rights,
entitling dissenting shareholders to receive the fair value of their shares, in
the event of a merger, share exchange, conversion, consolidation of a
corporation or in a sale of all or substantially all of a corporation's assets,
or an amendment of the articles of incorporation that materially and adversely
affects certain shareholders' rights. NCBCA provides that dissenting
shareholders have no dissenter rights if their shares were listed on a national
securities exchange or designated as a national market system security on an
interdealer quotation system by the National Association of Securities Dealers,
Inc., or held by at least 2,000 record shareholders. When dissenter rights are
available, the shareholder may have to request the appraisal and follow other
required procedures.

Similarly, under the DGCL, appraisal rights are not available to a shareholder
if, among other things, the corporation's shares are listed on a national
securities exchange, or held by more than 2,000 shareholders of record, or if
the corporation will be the surviving corporation in a merger that does not
require the approval of the surviving corporation's shareholders. Under the
DGCL, regardless of the foregoing, a dissenting shareholder in a merger or
consolidation has appraisal rights unless the transaction requires the exchange
of shares for something other than one or more of the following: (1) shares of
stock of the surviving corporation or of a new corporation that results from the
merger or consolidation; (2) shares of another corporation that will be listed
on a national securities exchange, designated as a national market system
security on an interdealer quotation system by the National Association of
Securities Dealers, Inc., or held by more than 2,000 shareholders of record
after the merger or consolidation occurs; or (3) cash instead of fractional
shares of the surviving corporation or another corporation.

ANTI-TAKEOVER PROVISIONS

NC SHAREHOLDER PROTECTION ACT. The NCBCA includes provisions that may have the
effect of delaying, deterring or preventing a change in control of the Company.
Article 9 of the NCBCA sets forth the North Carolina Shareholder Protection Act.
The Shareholder Protection Act requires the affirmative vote of the holders of
95% of the voting shares of a corporation, voting as one class, for the adoption
or authorization of a business combination (i) with any other entity if, as of
the record date for the determination of shareholders entitled to vote on such
business combination, the other entity is the beneficial owner, directly or
indirectly, of more than 20% of the voting shares of the corporation and (ii)
with any affiliate of the corporation which at any time has been a 20% holder of
such voting shares. A "business combination" is defined to include any merger,
consolidation or conversion of a corporation with or into any other corporation
or any unincorporated entity, or the sale or lease of all or any substantial
part of the corporation's assets to, or any payment, sale or lease to the
corporation or any subsidiary thereof, in exchange for securities of the
corporation of any assets (except assets having an aggregate fair market value
of less than $5,000,000) of any other entity. The 95% voting requirement is not
applicable if certain fair price and procedural requirements are satisfied.

NC CONTROL SHARE ACQUISITIONS ACT. Article 9A of the NCBCA Act sets forth the
North Carolina Control Share Acquisitions Act (the "Control Share Acquisitions
Act"). The Control Share Acquisitions Act generally provides that any person who
acquires beneficial ownership of the shares of a corporation which, when added
to all other shares of the corporation beneficially owned by the person, would
increase that person's voting power in the election of directors to an amount
equal to or greater than one-fifth, one-third or a majority of all voting power,
is not entitled to vote the shares acquired unless the right to vote such shares
is approved by a majority of all the outstanding shares of the corporation
entitled to vote for the election of directors, excluding interested shares.
Interested shares include any shares owned by any person who has acquired or
proposes to acquire a controlling interest, any officer of the corporation and
any employee of the corporation who is also a director. The decision to grant
voting rights to the control shareholder must be voted upon at the next special
or annual shareholders meeting. Unless otherwise provided in the corporation's
articles of incorporation or bylaws, if voting rights are granted to the control
shares and the holders of the control shares have a majority of voting power for
the election of directors, other shareholders may have their shares redeemed by
the corporation at their fair value calculated as of the day prior to the date
the vote was taken to accord the control shares such voting rights, as long as
certain procedural requirements are satisfied. The Control Share Acquisitions
Act does not apply to acquisitions of stock pursuant to a merger or share
exchange if effected pursuant to a written agreement to which the corporation is
a party. The Control Share Acquisitions Act applies only to certain covered
corporations that are public corporations incorporated in and with substantial
ties to the State of North Carolina and that have not opted out of the
provisions of the Control Share Acquisitions Act.

DELWARE. Section 203 of the DGCL prevents a "business combination" between an
"interested stockholder" and a Delaware corporation for a period of three years
after such stockholder became an interested stockholder, unless certain
conditions are met. The Delaware statute defines a business combination as any
merger or consolidation, any sale, lease, exchange or other disposition of 10%
or more of a corporation's assets, or any transaction (subject to certain
exceptions) which results in the transfer of stock of a corporation to the
interested stockholder, increases his proportionate ownership of a corporation's
stock or results in such interested stockholder receiving the benefit of any
loans, advances, guarantees, pledges or other financial benefits provided by or
through the corporation. The Delaware statute defines an interested stockholder
as (subject to certain exceptions) any person who is the owner of 15% or more of
the outstanding voting stock of the corporation or a person who is an affiliate
or associate of the corporation who became the owner of 15% or more of the
outstanding voting stock of the corporation within the three-year period prior
to the date on which it is sought to determine whether such stockholder is
interested. A business combination is exempt from the effect of the statute if,
among other things, either (i) prior to the date the stockholder became
interested, the board of directors approved either the business combination or
the transaction that resulted in the stockholder becoming interested, (ii) upon
consummation of the transaction that resulted in the stockholder becoming
interested, such stockholder owned at least 85% of the corporation's voting
stock at the time the transaction consummated, or (iii) on or after the date the
stockholder becomes interested, the business combination is approved by the
board of directors and authorized at an annual or special meeting of
stockholders by the affirmative vote of at least two-thirds of the outstanding
voting stock not owned by the interested stockholder. These restrictions do not
apply under certain circumstances if the corporation's certificate of
incorporation or bylaws contain a provision expressly electing not to be
governed by Section 203. The Delaware Certificate contains such a provision.

RIGHTS OF STOCKHOLDERS TO DISSENT

A shareholder has the right under NCBCA to dissent from the Reincorporation and
receive the fair market value of its shares. The following is a brief summary of
the procedures set forth in Article 13 of the NCBCA which are required to be
followed by a shareholder who wishes to dissent from the Reincorporation. This
summary is qualified in its entirety by reference to Article 13, annexed hereto
as Exhibit E. A shareholder who desire to exercise its appraisal rights must
satisfy all of the conditions of Article 13. Failure to follow procedure will
result in the forfeiture of a shareholder's dissenters' rights. Shareholders who
desire to exercise appraisal rights are advised to seek independent counsel.

A shareholder entitled to dissent and obtain payment for his shares under
Article 13 may not challenge the corporate action. A record shareholder may
assert dissenters' rights as to fewer than all the shares registered in his name
only if he dissents with respect to all shares beneficially owned by any one
person and notifies the Company in writing of the name and address of each
person on whose behalf he asserts dissenters' rights. The rights of a partial
dissenter are determined as if the shares as to which he dissents and his other
shares were registered in the names of different shareholders. A beneficial
shareholder may assert dissenters' rights as to shares held on his behalf only
if he submits to the Company the record shareholder's written consent to the
dissent not later than the time the beneficial shareholder asserts dissenters'
rights, and he does so with respect to all shares of which he is the beneficial
shareholder.

A shareholder who wishes to assert dissenters' rights must give to the Company,
and the Company must actually receive, before the vote is taken, written notice
of his intent to demand payment for his shares if the proposed action is
effectuated; and must not vote his shares in favor of the proposed action. A
shareholder's vote against, or failure to vote against, the proposed action,
without giving notice to the Company of intent to demand payment, will
constitute a waiver of the shareholder's dissenters' rights.

If the Reincorporation is approved, within ten days, the Company will mail a
written dissenters' notice to all shareholders who properly asserted its
dissenter rights, which will include information such as where the payment
demand must be sent and where and when certificates must be deposited, and the
date by which the Company must receive the payment demand. A shareholder sent a
dissenters' notice must demand payment and deposit his share certificates in
accordance with the terms of the notice. As soon as the proposed corporate
action is taken, or within 30 days after receipt of a payment demand, the
Company will pay each dissenter the amount the Company estimates to be the fair
value of his shares, plus interest accrued to the date of payment.

ABADONMENT OR AMENDMENT

The proposed Reincorporation may be abandoned, or the Merger Agreement may be
amended, either before or after shareholder approval has been obtained, if, in
the opinion of the Board of Directors, circumstances arise that make such action
advisable.

REQUIRED VOTE

The affirmative vote of a majority of the shares entitled to vote on the
proposal is required to approve the Reincorporation.

RECOMMENDATION OF BOARD

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO
REINCORPORATE IN DELAWARE.

PROPOSAL NO. 3

APPROVAL OF AN INCREASE IN THE NUMBER OF AUTHORIZED SHARES
OF THE COMMON STOCK AND PREFERRED STOCK

It is proposed that the Company increase its authorized shares. Presently, the
Company has an authorized capital of 101,000,000 shares, consisting of
100,000,000 shares of common stock and 1,000,000 shares of preferred stock. The
proposal is to increase the authorized capital to 275,000,000 shares, consisting
of 250,000,000 shares of common stock and 25,000,000 shares of preferred stock.

The Board of Directors believes that it is in the Company's best interests to
increase the number of authorized shares to make additional shares available for
issuance to meet the Company's future business needs. The increase in shares
would give the Company flexibility to meet business needs as they arise in the
future.

The Company's management has no present arrangements, agreements, understandings
or plans for the issuance or use of the additional shares proposed to be
authorized by the amendment. The Board of Directors believes the availability of
such shares will benefit the Company by providing flexibility to issue stock for
a variety of other proper corporate purposes as the Board of Directors may deem
advisable. These purposes could include, among other things, the sale of stock
to obtain additional capital funds, the purchase of property, the acquisition or
merger into the Company of other companies, the use of additional shares for
various equity compensation and other employee benefit plans, the declaration of
stock dividends or distributions and other bona fide corporate purposes. Were
any of these situations to arise, the issuance of additional shares of stock
could have a dilutive effect on earnings per share. Shareholders do not have
preemptive rights to subscribe to additional securities that may be issued by
the Company. Although an increase in the authorized shares could, under certain
circumstances, have an anti-takeover effect (for example, by diluting the stock
ownership of a person seeking to effect a change in the composition of the Board
of Directors or contemplating a tender offer or other transaction directed to
the combination of the Company with another company), the current proposal is
not in response to any effort to accumulate the Company's stock or to obtain
control of the Company by means of a merger, tender offer, solicitation in
opposition to management or otherwise.

If this Proposal and Proposal No. 2 are approved, the change in the authorized
capital will effected pursuant to a filing of a Certificate of Amendment of the
Delaware Certificate of Incorporation to amend Paragraph (a) of Article Fourth
to read:

FOURTH: (a) The total number of shares of stock which the corporation
shall have authority to issue is 275,000,000 of which (i) 250,000,000
shares shall be shares of common stock, par value $0.0001 per share,
and (ii) 25,000,000 shares shall be shares of preferred stock, par
value $0.0001 per share, issuable in one or more series as hereinafter
provided.

If this Proposal is approved, but Proposal No. 2 is not approved, the change in
the authorized capital will effected pursuant to a filing of an Articles of
Amendment of the North Carolina Articles of Incorporation to amend Paragraph 4
to read:

4. The total number of shares of stock which the corporation shall have
authority to issue is 275 Million (275,000,000) shares, of which 250
Million (250,000,000) shares shall be Common Stock, $0.0001 par value
per share, and 25 Million (25,000,000) shares shall be Preferred Stock,
$0.0001 par value per share (the "Preferred").

The Preferred may be issued from time to time in one or more series.
The Board of Directors of the corporation is authorized from time to
time to designate by resolution, one or more series of preferred stock,
and the powers, preferences and rights, and relative participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof as shall be permitted by North Carolina law, and
to fix or alter the number of shares comprising any such series and the
designation thereof.

REQUIRED VOTE

The affirmative vote of a majority of the shares entitled to vote on the
proposal is required to approve the proposal.

RECOMMENDATION OF BOARD

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO
INCREASE THE AUTHORIZED CAPITAL.

PROPOSAL NO. 4
APPROVAL OF THE COMPANY'S 2005 STOCK INCENTIVE PLAN

On December 29, 2005, the Company's Board of Directors adopted the CompuPrint,
Inc. 2005 Stock Incentive Plan (the "Plan"). The Plan will be renamed the Terra
Energy & Resource Technologies, Inc. 2005 Stock Incentive Plan in the event that
Proposal No. 1 or No. 2 is approved and effected. Shareholder approval of the
Plan is sought in order that incentive stock options granted under the Plan
qualify for treatment as such under the Internal Revenue Code of 1986, as
amended (the "Code").

DESCRIPTION OF THE PLAN

The following is a brief summary of certain important features of the Plan. This
summary is qualified in its entirety by reference to the Plan, annexed to this
Proxy Statement as Exhibit F.

GENERAL. The Plan provides for various types of awards denominated in shares of
the Company's common stock to employees, officers, non-employee directors and
agents of the Company and its participating subsidiaries. The purposes of the
Plan are to attract and retain such persons by providing competitive
compensation opportunities, to provide incentives for those who contribute to
the long-term performance and growth of the Company, and to align employee
interests with those of our shareholders.

ADMINISTRATION. The Plan is to be administered by the Compensation Committee of
the Board of Directors as defined in the Plan. The Compensation Committee has
the authority to administer and interpret the Plan, to determine the employees
to whom awards will be made under the Plan and, subject to the terms of the
Plan, the type and size of each award, the terms and conditions for vesting,
cancellation and forfeiture of awards and the other features applicable to each
award or type of award. The Compensation Committee may accelerate or defer the
vesting or payment of awards, cancel or modify outstanding awards, waive any
conditions or restrictions imposed with respect to awards or the stock issued
pursuant to awards and make any and all other determinations that it deems
appropriate with respect to the administration of the Plan, subject to the
requirements of and the prohibitions in the Plan, the provisions of Sections
162(m) and 409A of the Code and any applicable laws or exchange rules. The
Compensation Committee's determinations with respect to the Plan and any award
agreement do not need to be uniform, and any such determinations may be made
selectively among individuals. The Compensation Committee may establish plans
supplemental to the Plan covering employees residing outside of the United
States. The Compensation Committee may delegate some or all of its authority
over administration of the Plan to one or more officers or directors, except
with respect to persons who are Section 16(a) officers or covered employees (as
defined in the Plan).

ELIGIBILITY. All "employees" (within the broad definition set forth in the
instructions to the SEC's Form S-8 registration statement) of the Company are
eligible to receive awards under the Plan. This definition includes non-employee
directors of the Company and exclusive and non-exclusive agents. Participation
is discretionary.

SHARES SUBJECT TO THE PLAN. The Plan provides that 5 million shares of the
common stock are available for issuance as awards during its term; provided that
not more than 1 million shares may be issued as incentive stock options pursuant
to Section 422 of the Code.

Shares of the Company's common stock issued in connection with awards under the
Plan may be shares that are authorized but unissued, or previously issued shares
that have been reacquired, or both. If an award under the Plan is forfeited,
canceled, terminated or expires prior to the issuance of shares, the shares
subject to the award will be available for future grants under the Plan. Shares
subject to outstanding awards granted under other plans shall not be subject to
future issuance under the Plan, if such awards are forfeited, canceled,
terminated or expire prior to the issuance of shares. Shares used by a
participant to exercise an option, and shares withheld or sold to cover the
withholding tax liability associated with the exercise of an option are not
counted toward the maximum number of shares that may be issued under the Plan.

LIMIT ON AWARDS. The Plan limits the number of shares available for issuance to
any one participant to 1 million.

TYPES OF AWARDS. The following types of awards may be granted under the Plan.
All of the awards described below are subject to the conditions, limitations,
restrictions, vesting and forfeiture provisions determined by the Compensation
Committee, in its sole discretion, subject to such limitations as are provided
in the plan.

NON-QUALIFIED STOCK OPTIONS. An award of a non-qualified stock option under the
Plan grants a participant the right to purchase a certain number of shares of
the Company's common stock during a specified term in the future, after a
vesting period, at an exercise price equal to at least 100% of the fair market
value of the Company's common stock on the grant date. The term of a
non-qualified stock option may not exceed 10 years from the date of grant. A
non-qualified stock option is an option that does not qualify under Section 422
of the Code.

INCENTIVE STOCK OPTIONS. An incentive stock option is a stock option that meets
the requirements of Section 422 of the Code, which include an exercise price of
no less than 100% of fair market value on the grant date, a term of no more than
10 years, and that the option be granted from a plan that has been approved by
shareholders. Incentive stock option granted to persons who have voting control
over 10% or more of the Company's capital stock are granted at 110% of the fair
market value of the underlying shares on the date of grant and expire five years
after the date of grant.

PAYMENT OF EXERCISE PRICE. Payment of the exercise price of a non-qualified
stock option or incentive stock option may be made in cash or, if permitted by
the Compensation Committee, by other means, subject to any applicable laws or
exchange rules.

STOCK APPRECIATION RIGHTS (SARS). A SAR, upon exercise, entitles the participant
to receive an amount equal to the difference between the fair market value of
the Company's common stock on the exercise date and the exercise price of the
SAR (which may not be less than 100% of fair market value of a share of the
Company's common stock on the grant date) times the number of shares subject to
the SAR. Payment to a participant upon the exercise of a SAR may be in cash
and/or shares of the Company's common stock. Participants who are subject to
United States federal income tax may not be awarded SARs if such grant
constitutes deferred compensation within the meaning of Section 409A of the
Code. SARs awards expire no more than 10 years after the date they are granted.

RESTRICTED STOCK. A restricted stock award is an award of outstanding shares of
the Company's common stock that does not vest until after a specified period of
time, or satisfaction of other vesting conditions as determined by the
Compensation Committee, and which may be forfeited if conditions to vesting are
not met. Participants generally receive dividend payments on the shares subject
to their award during the vesting period, and are also generally entitled to
indicate a voting preference with respect to the shares underlying their awards.

DEFERRED STOCK. A deferred stock award is an unfunded, unsecured promise to
deliver shares of the Company's common stock to the participant in the future,
if the participant satisfies the conditions to vesting, as determined by the
Compensation Committee. Participants do not have voting rights, but generally
receive dividend equivalent payments during the vesting period.

STOCK UNIT. A stock unit is an award denominated in shares of the Company's
common stock that may be settled either in shares and/or cash, subject to terms
and conditions determined by the Compensation Committee.

STOCK PAYMENT. The Compensation Committee may issue unrestricted shares of the
Company's common stock, alone or in tandem with other awards, in such amounts
and subject to such terms and conditions as the Compensation Committee shall
determine. A stock payment may be granted as, or in payment of, a bonus
(including without limitation any compensation that is intended to qualify as
performance-based compensation for purposes of Section 162(m) of the Code), or
to provide incentives or recognize special achievements or contributions.

PROHIBITION AGAINST RE-PRICING. The Plan prohibits the issuance of awards in
substitution for outstanding awards or any other adjustment that would
constitute a re-pricing (within the meaning of U.S. generally accepted
accounting principles or any applicable stock exchange rule) of awards.

LIMITATION OF RELOAD OPTIONS. The Plan prohibits the grant of reload options.

CERTAIN FORFEITURE PROVISIONS. Awards granted under the Plan are subject to
forfeiture if, after a termination of employment, the participant engages in
certain activities that are materially injurious to or in competition with the
Company.

NON-U.S. PARTICIPANTS. To accommodate differences in local law, tax policy or
custom, awards granted to employees who are not U.S. nationals or who are
employed outside the U.S. may be subject to special terms, conditions and
documentation as provided by the Compensation Committee.

DEFERRALS. The Compensation Committee may postpone the exercise of awards, or
the issuance or delivery of shares or cash pursuant to any award for such
periods and upon such terms and conditions as the Compensation Committee
determines, but not in contravention of Section 409A of the Code. In addition,
the Compensation Committee may, but not in contravention of Section 409A of the
Code, determine that all or a portion of a payment to a participant, whether in
cash and/or shares, will be deferred in order to prevent the Company or any
subsidiary from being denied a United States federal income tax deduction with
respect to an award granted under the Plan.

NON-TRANSFERABILITY. During the vesting period, and prior to the lapse of any
sale restriction on shares delivered in an option exercise, awards granted under
the Plan and sale restricted shares are not transferable other than by will or
the laws of descent and distribution. During a participant's lifetime, all
rights with respect to an award may be exercised only by the participant.
However, the Compensation Committee may permit non-qualified stock options, or
shares issued as a result of an option exercise that are subject to a
restriction on transferability, to be transferred one time to a participant's
immediate family member or a trust for the benefit of a participant's immediate
family members.

ADJUSTMENTS. The maximum number of shares available for issuance under the Plan,
the number of shares covered by outstanding awards, the exercise price
applicable to outstanding awards and the limit on awards to a single employee
may be adjusted by the Compensation Committee if it determines that any stock
split, extraordinary dividend, stock dividend, distribution (other than ordinary
cash dividends), recapitalization, merger, consolidation, reorganization,
combination or exchange of shares or other similar event equitably requires such
an adjustment. The Compensation Committee, however, may not amend an outstanding
award for the sole purpose of reducing its exercise price.

CHANGE OF CONTROL. Upon a "Change of Control," as defined in the Plan, as
determined by the Compensation Committee, the Compensation Committee, may, in
its discretion, accelerate, purchase, adjust, modify or terminate awards or
cause awards to be assumed by the surviving corporation in a corporate
transaction. To the extent necessary to comply with the requirements of Section
409A of the Code, the Compensation Committee may delay the distribution of
benefits that would otherwise be triggered under the change of control
provisions of the Plan.

AMENDMENT AND TERMINATION. The Plan may be further amended or terminated by the
Compensation Committee at any time, provided that no amendment that would
require shareholder approval under applicable law or regulation (including the
rules of any exchange on which the shares are listed for trading) or under the
Code, including but not limited to Section 162(m), may become effective without
shareholder approval, and, provided further, that no amendments to the Plan will
permit the Company to re-price any outstanding awards. A termination, suspension
or amendment of the Plan may not adversely affect the rights of any participant
with respect to a previously granted award, without the participant's written
consent.

DURATION. The Plan will terminate on December 28, 2015, unless terminated
earlier by the board.

UNFUNDED PLAN. The Plan is intended to constitute an unfunded plan for long-term
incentive compensation. Nothing in the Plan shall give the participant any
rights greater than those of a general creditor.

RIGHT OF OFFSET. The Plan provides that if a participant is indebted to the
Firm, the Firm has the right to offset such amount against its obligation to
deliver cash or shares under an award.

ACCOUNTING IMPACT

Equity incentives are generally expensed under SFAS 123 or SFAS 123R over the
required service period for the award, which means the expenses related to
equity incentives will reduce income in future years.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The discussion that follows is a summary, based upon current law, of some of the
significant federal income tax considerations relating to awards under the Plan.
This summary is not intended to be exhaustive, does not constitute tax advice
and, among other things, does not describe state, local or foreign tax
consequences, which may be substantially different.

NON-QUALIFIED STOCK OPTIONS. Generally, a participant will not recognize taxable
income on the grant of a non-qualified stock option provided the exercise price
of the option is equal to the fair market value of the underlying stock at the
time of grant. Upon the exercise of a non-qualified stock option, a participant
will recognize ordinary income in an amount equal to the difference between the
fair market value of the Company's common stock received on the date of exercise
and the option cost (number of shares purchased multiplied by the exercise price
per share). The participant will recognize ordinary income upon the exercise of
the option even though the shares acquired may be subject to further
restrictions on sale or transferability. Except as provided under "Certain
Limitations on Deductibility of Executive Compensation" below, the Company will
ordinarily be entitled to a deduction on the exercise date equal to the ordinary
income recognized by the participant upon exercise.

Generally, upon a subsequent sale of shares acquired in an option exercise, the
difference between the sale proceeds and the cost basis of the shares sold will
be taxable as a capital gain or loss, including any sale of shares freed from
sale restrictions to fund the payment of taxes incurred at exercise.

INCENTIVE STOCK OPTIONS (ISOS). No taxable income is recognized by a participant
on the grant of an ISO. If a participant exercises an ISO in accordance with the
terms of the ISO and does not dispose of the shares acquired within two years
from the date of the grant of the ISO nor within one year from the date of
exercise, the participant will be entitled to treat any gain related to the
exercise of the ISO as capital gain (instead of ordinary income), and the
Company will not be entitled to a deduction by reason of the grant or exercise
of the ISO. If a participant holds the shares acquired for at least one year
from the exercise date and does not sell or otherwise dispose of the shares for
at least two years from the grant date, the participant's gain or loss upon a
subsequent sale will be long-term capital gain or loss equal to the difference
between the amount realized on the sale and the participant's basis in the
shares acquired. If a participant sells or otherwise disposes of the shares
acquired without satisfying the required minimum holding period, such
"disqualifying disposition" will give rise to ordinary income equal to the
excess of the fair market value of the shares acquired on the exercise date (or,
if less, the amount realized upon disqualifying disposition) over the
participant's tax basis in the shares acquired. Additionally, the exercise of an
ISO will give rise to an item of tax preference that may result in alternative
minimum tax liability for the participant. Except as provided under "Certain
Limitations on Deductibility of Executive Compensation" below, the Company will
ordinarily be entitled to a deduction equal to the amount of the ordinary income
resulting from a disqualifying disposition.

STOCK APPRECIATION RIGHTS (SARS). The Plan provides that only stock settled SARs
with an exercise price equal to the fair market value of the Company's common
stock on the date of grant may be granted to participants who are U.S.
taxpayers. Generally, participants who are U.S. taxpayers will not recognize
taxable income upon the grant of a stock settled SAR, but will recognize
ordinary income upon the exercise of a stock settled SAR in an amount equal to
the difference between the fair market value of the Company's common stock
received from the exercise of the SAR and the amount, if any, paid by the
participant in connection with the exercise of the SAR. The participant will
recognize ordinary income upon the exercise of a SAR regardless of whether the
shares of the Company's common stock acquired upon the exercise of the SAR are
subject to further restrictions on sale or transferability. The participant's
basis in the shares will be equal to the ordinary income attributable to the
exercise and the amount, if any, paid in connection with the exercise of the
SAR. The participant's holding period for shares acquired pursuant to the
exercise of a SAR begins on the exercise date. Except as provided under "Certain
Limitations on Deductibility of Executive Compensation" below, upon the exercise
of a SAR, the Company will ordinarily be entitled to a deduction in the amount
of the ordinary income recognized by the participant.

RESTRICTED STOCK. A participant generally will not be taxed at the time of a
restricted stock award but will recognize taxable income when the award vests or
otherwise is no longer subject to a substantial risk of forfeiture. The amount
of taxable income will be the fair market value of the shares at that time.
Participants may elect to be taxed at the time of grant by making an election
under Section 83(b) of the Code within 30 days of the award date. If a
restricted stock award subject to the Section 83(b) election is subsequently
canceled, no deduction or tax refund will be allowed for the amount previously
recognized as income.

Unless a participant makes a Section 83(b) election, dividends paid to a
participant on shares of an unvested restricted stock award will be taxable to
the participant as ordinary income. If the participant made a Section 83(b)
election, the dividends will be taxable to the participant as dividend income,
which is subject to the same rate as capital gains income.

Except as provided under "Certain Limitations on Deductibility of Executive
Compensation" below, the Company will ordinarily be entitled to a deduction at
the same time and in the same amounts as the ordinary income recognized by the
participant. Unless a participant has made a Section 83(b) election, the Company
will also be entitled to a deduction, for federal income tax purposes, for
dividends paid on unvested restricted stock awards.

DEFERRED STOCK. A participant will generally not recognize taxable income on the
grant of a deferred stock award until shares subject to the award are
distributed. The amount of this ordinary income will be the fair market value of
the shares of the Company's common stock on the date of distribution. Any
dividend equivalents paid on the unvested deferred stock awards are taxable as
ordinary income when paid to the participant.

Except as provided under "Certain Limitations on Deductibility of Executive
Compensation" below, the Company will ordinarily be entitled to a deduction at
the same time and in the same amounts as the ordinary income recognized by the
participant. The Company will also be entitled to a deduction, for federal
income tax purposes, on any dividend equivalent payments made to the
participant.

STOCK UNITS. Awards of stock units that are subject to a substantial risk of
forfeiture are treated, for federal income tax purposes, in substantially the
same manner as deferred stock awards described above.

STOCK AWARDS. A participant will recognize taxable income on the grant of
unrestricted stock, in an amount equal to the fair market value of the shares on
the grant date. Except as provided under "Certain Limitations on Deductibility
of Executive Compensation" below, the Company will ordinarily be entitled to a
deduction at the same time and in the same amounts as the ordinary income
recognized by the participant.

WITHHOLDING. The Company and each subsidiary that participates in the Plan
retains the right to deduct or withhold, or require the participant to remit to
his or her employer, an amount sufficient to satisfy federal, state and local
and foreign taxes, required by law or regulation to be withheld with respect to
any taxable event as a result of the Plan.

CERTAIN LIMITATIONS ON DEDUCTIBILITY OF EXECUTIVE COMPENSATION. With certain
exceptions, Section 162(m) of the Code limits the deduction to the Company for
compensation paid to certain executive officers to $1 million per executive per
taxable year unless such compensation is considered "qualified performance-based
compensation" within the meaning of Section 162(m) or is otherwise exempt from
Section 162(m). The Plan is designed so that options and SARs qualify for this
exemption, and it permits the Compensation Committee to grant other awards
designed to qualify for this exemption.

The accelerated vesting of awards under the Plan upon a change of control of the
Company could result in a participant being considered to receive "excess
parachute payments" (as defined in Section 280G of the Code), which payments are
subject to a 20% excise tax imposed on the participant. The Company would not be
able to deduct the excess parachute payments made to a participant.

REGISTRATION

The Company will seek to file a registration statement for the securities
issuable pursuant to the Plan as soon as practicable after shareholder approval
is received.

NEW PLAN BENEFITS

Awards under the Plan, as amended, will be made at the discretion of the
Administrator. All employees and directors of the Company are eligible to
participate in the Plan. As of [September 1, 2006], under the Plan, we have
granted nonincentive stock options to purchase an aggregate of 2,735,000 shares
of common stock to ten persons, all of whom are employees of the Company.
Because future awards under the Plan will be granted in the discretion of the
Administrator, the type, number, recipients, and other terms of such awards
cannot be determined at this time.

The table below summarizes awards granted under the Plan during fiscal year
ended 2005 and through the period ended [September 1, 2006]. This information
may not be indicative of the total awards that will be made under the Plan in
fiscal year 2006 or in subsequent periods, because the Administrator may make
decisions on additional awards over the course of fiscal year 2006. The table
does not include stock options granted outside of the Plan. The dollar values of
the options was determined by multiplying the number of stock options by the
difference between the fair market value of a share of common stock underlying
an option and the exercise price of the option. The last reported sales price
per share of our common stock as reported by the OTC Bulletin Board on [August
25, 2006], was $0.19.

Name and Position Dollar Value ($) Number of Options
- ----------------- ---------------- -----------------

Roman Rozenberg, Chief Executive Officer $0 500,000
Ivan Railyan, President and Chairman $0 500,000
Dan Brecher, Managing Director and Treasurer $0 500,000
Eric M. Weiss, Chief Financial Officer $0 375,000
Dmitry Vilbaum, Chief Operating Officer $0 300,000
Kenneth Oh, Secretary $0 250,000
Executive Group (6 persons) $0 2,425,000
Non-Executive Director Group (0 persons) $0 0
Non-Executive Officer Employee Group (4 persons) $0 310,000

REQUIRED VOTE

The affirmative vote of a majority of the shares entitled to vote on the
proposal is required to approve the Plan.

RECOMMENDATION OF BOARD

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO
APPROVE THE PLAN.

SHAREHOLDER PROPOSALS

Shareholder proposals for inclusion in our 2007 Annual Meeting and related proxy
materials must be received by January 31, 2007. The submission of a shareholder
proposal does not guarantee that it will be included in the Company's Proxy
Statement. Proposals for inclusion in our Proxy Statement or for presentation at
the Annual Meeting must be submitted to us in writing at c/o CompuPrint, Inc.,
99 Park Avenue, 16th Floor, New York, New York 10016, Attention: Corporate
Secretary. There are additional requirements regarding proposals of
shareholders, and a shareholder contemplating submission of a proposal is
referred to Rule 14a-8 promulgated under the Securities Exchange Act of 1934. We
did not receive any shareholder proposals in connection with this Proxy
Statement and our Annual Meeting.

ANNUAL REPORT

We will mail without charge, upon written request, a copy of our annual report
on Form 10-KSB, including the financial statements, schedules, and list of
exhibits. Requests should be sent to: CompuPrint, Inc., 99 Park Avenue, 16th
Floor, New York, New York 10016, Attn.: Investor Relations.

COMMUNICATIONS WITH BOARD OF DIRECTORS

Our annual meeting of shareholders provides an opportunity for shareholders to
ask questions of, or otherwise communicate directly with, members of the Board
of Directors on appropriate matters. In addition, a shareholder wishing to
communication with any of our directors regarding CompuPrint, Inc. may write to
the director or directors at: Attn.: Corporate Secretary, CompuPrint, Inc., 99
Park Avenue, 16th Floor, New York, New York 10016. Copies of written
communications received at such address will be provided to the Board or the
relevant director unless such communications are considered, in the reasonable
judgment of the Corporate Secretary, to be inappropriate for submission to the
intended recipient(s). Examples of Shareholder communications that would be
considered inappropriate for submission to the Board include, without
limitation, customer complaints, solicitations, communications that do not
relate directly or indirectly to the Company's business or communications that
relate to improper or irrelevant topics. The independent directors of the Board
review and approve the Shareholder's communication process periodically to
ensure effective communication with Shareholders.

HOUSEHOLDING OF PROXY MATERIALS

The SEC has adopted rules that permit companies and intermediaries (such as
banks and brokers) to satisfy the delivery requirements for proxy statements and
annual reports with respect to two or more shareholders sharing the same address
by delivering a single proxy statement addressed to those shareholders. This
process, which is commonly referred to as "householding," potentially means
extra convenience for shareholders and cost savings for companies.

A number of banks and brokers with account holders who are shareholders of
CompuPrint household the Company's proxy materials. A single proxy statement
will be delivered to multiple shareholders sharing an address unless contrary
instructions have been received from the affected shareholders. Once you have
received notice from your bank or broker that it will be householding
communications to your address, householding will continue until you are
notified otherwise or until you revoke your consent. If, at any time, you no
longer wish to participate in householding and would prefer to receive a
separate proxy statement and annual report, please notify your bank or broker,
direct your written request to Investor Relations, CompuPrint, Inc., 99 Park
Avenue, 16th Floor, New York, New York 10016, or contact Investor Relations,
CompuPrint, Inc. at (212) 286-9197. Shareholders who currently receive multiple
copies of the proxy statement at their address and would like to request
householding of their communications should contact their bank or broker.

OTHER ACTION AT MEETING

Our Board of Directors knows of no other matters, except the proposals in this
Proxy Statement, for shareholder action at the Special Meeting. However, if
other matters do properly come before the Special Meeting or any adjournments or
postponements, the Board of Directors intends that the shareholders at the
meeting will vote upon such matters in accordance with their best judgment.

By Order of the Board of Directors

/s/ Ivan Railyan
Ivan Railyan, President and Chairman

New York, New York
[September 1, 2006]

ALL SHAREHOLDERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING
PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE. THANK YOU FOR YOUR PROMPT
ATTENTION TO THIS MATTER.

Exhibit A

CERTIFICATE OF INCORPORATION

TERRA ENERGY & RESOURCE TECHNOLOGIES, INC.

The undersigned, for the purpose of organizing a corporation for conducting
the business and promoting the purposes hereinafter stated, under the provisions
and subject to the requirements of the laws of the State of Delaware
(particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory
thereof and supplemental thereto, and known, identified, and referred to as the
"General Corporation Law of the State of Delaware"), hereby certifies that:

FIRST: The name of the corporation (hereinafter called the "corporation")
is Terra Energy & Resource Technologies, Inc..

SECOND: The address, including street, number, city, and county, of the
registered office of the corporation in the State of Delaware is 2711
Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle; and
the name of the registered agent of the corporation in the State of Delaware at
such address is Corporation Service Company.

THIRD: The nature of the business and the purposes to be conducted and
promoted by the corporation are as follows: to conduct any lawful business, to
promote any lawful purpose, and to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of the
State of Delaware.

FOURTH: (a) The total number of shares of stock which the corporation shall
have authority to issue is 101,000,000 of which (i) 100,000,000 shares shall be
shares of common stock, par value $0.0001 per share, and (ii) 1,000,000 shares
shall be shares of preferred stock, par value $0.0001 per share, issuable in one
or more series as hereinafter provided.

(b) Preferred Stock. The Board of Directors is expressly authorized
to provide for the issue of all or any shares of the preferred stock, in one or
more series, and to fix for each such series such voting powers, full or
limited, and such designations, preferences and relative, participating,
optional or other special rights and such qualifications, limitations or
restrictions thereof as shall be stated and expressed in the resolution or
resolutions adopted by the Board of Directors providing for the issue of such
series (a "Preferred Stock Designation") and as may be permitted by the Delaware
General Corporation Law. The number of authorized shares of preferred stock may
be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the voting
power of all of the then outstanding shares of the capital stock of the
corporation entitled to vote generally in the election of directors (the "Voting
Stock"), voting together as a single class, without a separate vote of the
holders of the preferred stock, or any series thereof, unless a vote of any such
holders is required pursuant to any Preferred Stock Designation.

(c) Common Stock. Except as otherwise required by law or as
otherwise provided in any Preferred Stock Designation, the holders of the Common
Stock shall exclusively possess all voting power and each share of common stock
shall have one vote."

FIFTH: The name and the mailing address of the incorporator are as follows:

NAME MAILING ADDRESS
Kenneth Oh Law Offices of Dan Brecher
99 Park Avenue, 16th Floor
New York, NY 10016

SIXTH: The corporation elects not to be governed by Section 203 of the
General Corporation Law of the State of Delaware.

SEVENTH: The corporation is to have perpetual existence.

EIGHTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this corporation, as the case
may be, and also on this corporation.

NINTH: For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation, and
regulation of the powers of the corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:

1. The management of the business and the conduct of the affairs of
the corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be
fixed by, or in the manner provided in, the Bylaws. The phrase "whole
Board" and the phrase "total number of directors" shall be deemed to have
the same meaning, to wit, the total number of directors which the
corporation would have if there were no vacancies. No election of directors
need be by written ballot.

2. After the original or other Bylaws of the corporation have been
adopted, amended, or repealed, as the case may be, in accordance with the
provisions of Section 109 of the General Corporation Law of the State of
Delaware, and, after the corporation has received any payment for any of
its stock, the power to adopt, amend, or repeal the Bylaws of the
corporation may be exercised by the Board of Directors of the corporation;
provided, however, that any provision for the classification of directors
of the corporation for staggered terms pursuant to the provisions of
subsection (d) of Section 141 of the General Corporation Law of the State
of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by
the stockholders entitled to vote of the corporation unless provisions for
such classification shall be set forth in this certificate of
incorporation.

3. Whenever the corporation shall be authorized to issue only one
class of stock, each outstanding share shall entitle the holder thereof to
notice of, and the right to vote at, any meeting of stockholders. Whenever
the corporation shall be authorized to issue more than one class of stock,
no outstanding share of any class of stock which is denied voting power
under the provisions of the certificate of incorporation shall entitle the
holder thereof to the right to vote at any meeting of stockholders except
as the provisions of paragraph (2) of subsection (b) of Section 242 of the
General Corporation Law of the State of Delaware shall otherwise require;
provided, that no share of any such class which is otherwise denied voting
power shall entitle the holder thereof to vote upon the increase or
decrease in the number of authorized shares of said class.

TENTH: The personal liability of the directors of the corporation is hereby
eliminated to the fullest extent permitted by the provisions of paragraph (7) of
subsection (b) of Section 102 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented.

ELEVENTH: The corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities, or other matters referred to
in or covered by said section, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person's official capacity and
as to action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such
person.

TWELFTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article TWELFTH.

IN WITNESS WHEREOF, the undersigned, being the incorporator herein before
named, has executed signed and acknowledged this certificate of incorporation
this 30th day of August, 2006.

/S/ Kenneth Oh
------------------------
Kenneth Oh, Incorporator

Exhibit B

BYLAWS

TERRA ENERGY & RESOURCE TECHNOLOGIES, INC.
(a Delaware corporation)

-------------

ARTICLE I

STOCKHOLDERS

1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the
corporation shall be signed by, or in the name of, the corporation by the
Chairperson or Vice-Chairperson of the Board of Directors, if any, or by the
President or a Vice-President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary of the corporation. Any or all the
signatures on any such certificate may be a facsimile. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were such officer, transfer
agent, or registrar at the date of issue.

Whenever the corporation shall be authorized to issue more than one class
of stock or more than one series of any class of stock, and whenever the
corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements prescribed by the
General Corporation Law. Any restrictions on the transfer or registration of
transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares.

The corporation may issue a new certificate of stock or uncertificated
shares in place of any certificate theretofore issued by it, alleged to have
been lost, stolen, or destroyed, and the Board of Directors may require the
owner of the lost, stolen, or destroyed certificate, or such owner's legal
representative, to give the corporation a bond sufficient to indemnify the
corporation against any claim that may be made against it on account of the
alleged loss, theft, or destruction of any such certificate or the issuance of
any such new certificate or uncertificated shares.

2. UNCERTIFICATED SHARES. Subject to any conditions imposed by the General
Corporation Law, the Board of Directors of the corporation may provide by
resolution or resolutions that some or all of any or all classes or series of
the stock of the corporation shall be uncertificated shares. Within a reasonable
time after the issuance or transfer of any uncertificated shares, the
corporation shall send to the registered owner thereof any written notice
prescribed by the General Corporation Law.

3. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be
required to, issue fractions of a share. If the corporation does not issue
fractions of a share, it shall (1) arrange for the disposition of fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such fractions are
determined, or (3) issue scrip or warrants in registered form (either
represented by a certificate or uncertificated) or bearer form (represented by a
certificate) which shall entitle the holder to receive a full share upon the
surrender of such scrip or warrants aggregating a full share. A certificate for
a fractional share or an uncertificated fractional share shall, but scrip or
warrants shall not unless otherwise provided therein, entitle the holder to
exercise voting rights, to receive dividends thereon, and to participate in any
of the assets of the corporation in the event of liquidation. The Board of
Directors may cause scrip or warrants to be issued subject to the conditions
that they shall become void if not exchanged for certificates representing the
full shares or

uncertificated full shares before a specified date, or subject to the conditions
that the shares for which scrip or warrants are exchangeable may be sold by the
corporation and the proceeds thereof distributed to the holders of scrip or
warrants, or subject to any other conditions which the Board of Directors may
impose.

4. STOCK TRANSFERS. Upon compliance with provisions restricting the
transfer or registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by the registered holder's attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the corporation or with a transfer
agent or a registrar, if any, and, in the case of shares represented by
certificates, on surrender of the certificate or certificates for such shares of
stock properly endorsed and the payment of all taxes due thereon.

5. RECORD DATE FOR STOCKHOLDERS. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which record
date shall not be more than sixty nor less than ten days before the date of such
meeting. If no record date is fixed by the Board of Directors, the record date
for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
In order that the corporation may determine the stockholders entitled to consent
to corporate action in writing without a meeting, the Board of Directors may fix
a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors, the record date for
determining the stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
the General Corporation Law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the corporation by delivery to its principal place of business or an officer or
agent of the corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. If no record date has been fixed by the
Board of Directors and prior action by the Board of Directors is required by the
General Corporation Law, the record date for determining stockholders entitled
to consent to corporate action in writing without a meeting shall be at the
close of business on the day on which the Board of Directors adopts the
resolution taking such prior action. In order that the corporation may determine
the stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders entitled to exercise
any rights in respect of any change, conversion, or exchange of stock, or for
the purpose of any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted, and which record date shall be not more than
sixty days prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.

6. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of stockholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "share of stock" or "shares of
stock" or "stockholder" or "stockholders" refers to an outstanding share or
shares of stock and to a holder or holders of record of outstanding shares of
stock when the corporation is authorized to issue only one class of shares of
stock, and said reference is also intended to include any outstanding share or
shares of stock and any holder or holders of record of outstanding shares of
stock of any class upon which or upon whom the certificate of incorporation
confers such rights where there are two or more classes or series of shares of
stock or upon which or upon whom the General Corporation Law confers such rights
notwithstanding that the certificate of incorporation may provide for more than
one class or series of shares of stock, one or more of which are limited or
denied such rights thereunder; provided, however, that no such right shall vest
in the event of an increase or a decrease in the authorized number of shares of
stock of any class or series which is otherwise denied voting rights under the
provisions of the certificate of incorporation, except as any provision of law
may otherwise require.

7. STOCKHOLDER MEETINGS.

a. TIME. The annual meeting shall be held on the date and at the time
fixed, from time to time, by the directors, provided, that the first annual
meeting shall be held on a date within thirteen months after the organization of
the corporation, and each successive annual meeting shall be held on a date
within thirteen months after the date of the preceding annual meeting. A special
meeting shall be held on the date and at the time fixed by the directors.

b. PLACE. Annual meetings and special meetings may be held at such place,
either within or without the State of Delaware, as the directors may, from time
to time, fix. Whenever the directors shall fail to fix such place, the meeting
shall be held at the registered office of the corporation in the State of
Delaware. The board of directors may also, in its sole discretion, determine
that the meeting shall not be held at any place, but may instead be held solely
by means of remote communication as authorized by Section 211(a)(2) of the
Delaware General Corporation Law. If a meeting by remote communication is
authorized by the board of directors in its sole discretion, and subject to
guidelines and procedures as the board of directors may adopt, stockholders and
proxyholders not physically present at a meeting of stockholders may, by means
of remote communication participate in a meeting of stockholders and be deemed
present in person and vote at a meeting of stockholders whether such meeting is
to be held at a designated place or solely by means of remote communication,
provided that (a) the corporation shall implement reasonable measures to verify
that each person deemed present and permitted to vote at the meeting by means of
remote communication is a stockholder or proxyholder, (b) the corporation shall
implement reasonable measures to provide such stockholders and proxyholders a
reasonable opportunity to participate in the meeting and to vote on matters
submitted to the stockholders, including an opportunity to read or hear the
proceedings of the meeting substantially concurrently with such proceedings, and
(c) if any stockholder or proxyholder votes or takes other action at the meeting
by means of remote communication, a record of such vote or other action shall be
maintained by the corporation.

c. CALL. Annual meetings and special meetings may be called by the
directors or by any officer instructed by the directors to call the meeting.

d. NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be
given, which shall state the place, if any, date, and hour of the meeting, the
means of remote communication, if any, by which stockholders and proxyholders
may be deemed to be present in person and vote at such meeting, and in the case
of a special meeting, the purpose or purposes for which the meeting is called.
The notice of an annual meeting shall state that the meeting is called for the
election of directors and for the transaction of other business which may
properly come before the meeting, and shall (if any other action which could be
taken at a special meeting is to be taken at such annual meeting) state the
purpose or purposes. The notice of any meeting shall also include, or be
accompanied by, any additional statements, information, or documents prescribed
by the General Corporation Law. Except as otherwise provided by the General
Corporation Law, the written notice of any meeting shall be given not less than
ten days nor more than sixty days before the date of the meeting to each
stockholder entitled to vote at such meeting. If mailed, notice is given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at such stockholder's address as it appears on the records of the
corporation. If a meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time, place, if any, thereof, and the
means of remote communications, if any, by which stockholders and proxyholders
may be deemed to be present in person and vote at such adjourned meeting are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting the corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than 30 days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting. Whenever notice is required to be given
under the Delaware General Corporation Law, certificate of incorporation or
bylaws, a written waiver signed by the person entitled to notice, or a waiver by
electronic transmission by the person entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent to notice. Attendance
of a stockholder at a meeting of stockholders shall constitute a waiver of
notice of such meeting, except when the stockholder attends the meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders need be specified in any written
waiver of notice or any waiver by electronic transmission unless so required by
the certificate of incorporation or these bylaws.

e. STOCKHOLDER LIST. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting for a period of at least ten days prior to the meeting on
a reasonably accessible electronic network, provided that the information
required to gain access to such list is provided with the notice of the meeting
or during ordinary business hours at the principal place of business of the
corporation. In the event that the corporation determines to make the list
available on an electronic network, the corporation may take reasonable steps to
ensure that such information is available only to stockholders of the
corporation. If the meeting is to be held at a place, then the list shall be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. If the meeting
is to be held solely by means of remote communication, then the list shall also
be open to the examination of any stockholder during the whole time of the
meeting on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting.
The stock ledger shall be the only evidence as to who are the stockholders
entitled to examine the stock ledger, the list required by this section or the
books of the corporation, or to vote in person or by proxy at any meeting of
stockholders.

f. CONDUCT OF MEETING. Meetings of the stockholders shall be presided over
by one of the following officers in the order of seniority and if present and
acting: the Chairperson of the Board, if any, the Vice-Chairperson of the Board,
if any, the President, a Vice-President, or, if none of the foregoing is in
office and present and acting, by a chairperson to be chosen by the
stockholders. The Secretary of the corporation, or in such Secretary's absence,
an Assistant Secretary, shall act as secretary of every meeting, but if neither
the Secretary nor an Assistant Secretary is present the chairperson of the
meeting shall appoint a secretary of the meeting.

g. PROXY REPRESENTATION. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for such
stockholder by proxy, but no such proxy shall be voted or acted upon after 3
years from its date, unless the proxy provides for a longer period. A
stockholder may execute a writing authorizing another person or persons to act
for such stockholder as proxy. Execution may be accomplished by the stockholder
or such stockholder's authorized officer, director, employee or agent signing
such writing or causing such person's signature to be affixed to such writing by
any reasonable means including, but not limited to, by facsimile signature. A
stockholder may also authorize another person or persons to act for such
stockholder as proxy by transmitting or authorizing the transmission of a
telegram, cablegram, or other means of electronic transmission to the person who
will be the holder of the proxy or to a proxy solicitation firm, proxy support
service organization or like agent duly authorized by the person who will be the
holder of the proxy to receive such transmission, provided that any such
telegram, cablegram or other means of electronic transmission must either set
forth or be submitted with information from which it can be determined that the
telegram, cablegram or other electronic transmission was authorized by the
stockholder. If it is determined that such telegrams, cablegrams or other
electronic transmissions are valid, the inspectors or, if there are no
inspectors, such other persons making the determination shall specify the
information upon which they relied. Any copy, facsimile telecommunication or
other reliable reproduction of the writing or transmission created pursuant to
Section 212(c) of the Delaware General Corporation Law may be substituted or
used in lieu of the original writing or transmission for any and all purposes
for which the original writing or transmission could be used, provided that such
copy, facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission. A duly executed
proxy shall be irrevocable if it states that it is irrevocable and, if, and only
as long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally.

h. INSPECTORS. The directors, in advance of any meeting, may, but need not,
appoint one or more inspectors of election to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by appointment made by the directors in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector, if
any, before entering upon the discharge of duties of inspector, shall take and
sign an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of such inspector's ability. The

inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots, or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots, or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspector or inspectors, if any, shall
make a report in writing of any challenge, question, or matter determined by
such inspector or inspectors and execute a certificate of any fact found by such
inspector or inspectors. Except as may otherwise be required by subsection (e)
of Section 231 of the General Corporation Law, the provisions of that Section
shall not apply to the corporation.

i. QUORUM. The holders of a majority of the outstanding shares of stock
shall constitute a quorum at a meeting of stockholders for the transaction of
any business. The stockholders present may adjourn the meeting despite the
absence of a quorum.

j. VOTING. Each share of stock shall entitle the holder thereof to one
vote. Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the election of directors. Any other action shall be authorized by a majority of
the votes cast except where the General Corporation Law prescribes a different
percentage of votes and/or a different exercise of voting power, and except as
may be otherwise prescribed by the provisions of the certificate of
incorporation and these Bylaws. In the election of directors, and for any other
action, voting need not be by ballot.

8. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as any provision of the
General Corporation Law may otherwise require, any action required by the
General Corporation Law to be taken at any annual or special meeting of
stockholders, or any action which may be taken at any annual or special meeting
of stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. A telegram, cablegram or other electronic transmission consenting to an
action to be taken and transmitted by a stockholder or proxyholder, or by a
person or persons authorized to act for a stockholder or proxyholder, shall be
deemed to be written, signed and dated for the purposes of this section,
provided that any such telegram, cablegram or other electronic transmission sets
forth or is delivered with information from which the corporation can determine
that the telegram, cablegram or other electronic transmission was transmitted by
the stockholder or proxyholder or by a person or persons authorized to act for
the stockholder or proxyholder and the date on which such stockholder or
proxyholder or authorized person or persons transmitted such telegram, cablegram
or electronic transmission. The date on which such telegram, cablegram or
electronic transmission is transmitted shall be deemed to be the date on which
such consent was signed. No consent given by telegram, cablegram or other
electronic transmission shall be deemed to have been delivered until such
consent is reproduced in paper form and until such paper shall be delivered to
the corporation by delivery to its principal place of business or an officer or
agent of the corporation having custody of the book in which the proceedings of
meetings of stockholders are recorded, to the extent and in the manner provided
by resolution of the board of directors of the corporation. Any copy, facsimile
or other reliable reproduction of a consent in writing may be substituted or
used in lieu of the original writing for any and all purposes for which the
original writing could be used, provided that such copy, facsimile or other
reproduction shall be a complete reproduction of the entire original writing.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing. Action taken pursuant to this paragraph shall be subject
to the provisions of Section 228 of the General Corporation Law.

ARTICLE II

DIRECTORS

1. FUNCTIONS AND DEFINITION. The business and affairs of the corporation
shall be managed by or under the direction of the Board of Directors of the
corporation. The Board of Directors shall have the authority to fix the
compensation of the members thereof. The use of the phrase "whole board" herein
refers to the total number of directors which the corporation would have if
there were no vacancies.

2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a
citizen of the United States, or a resident of the State of Delaware. The
initial Board of Directors shall consist of three persons. Thereafter the number
of directors constituting the whole board shall be not less than three nor more
than nine. Subject to the foregoing limitation and except for the first Board of
Directors, such number may be fixed from time to time by action of the
stockholders or of the directors. The number of directors may be increased or
decreased by action of the stockholders or of the directors.

3. ELECTION AND TERM. The first Board of Directors, unless the members
thereof shall have been named in the certificate of incorporation, shall be
elected by the incorporator or incorporators and shall hold office until the
first annual meeting of stockholders and until their successors are elected and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon notice given in writing or by electronic transmission to the
corporation. Thereafter, directors who are elected at an annual meeting of
stockholders, and directors who are elected in the interim to fill vacancies and
newly created directorships, shall hold office until the next annual meeting of
stockholders and until their successors are elected and qualified or until their
earlier resignation or removal. Except as the General Corporation Law may
otherwise require, in the interim between annual meetings of stockholders or of
special meetings of stockholders called for the election of directors and/or for
the removal of one or more directors and for the filling of any vacancy in that
connection, newly created directorships and any vacancies in the Board of
Directors, including unfilled vacancies resulting from the removal of directors
for cause or without cause, may be filled by the vote of a majority of the
remaining directors then in office, although less than a quorum, or by the sole
remaining director.

4. MEETINGS.

a. TIME. Meetings shall be held at such time as the Board shall fix, except
that the first meeting of a newly elected Board shall be held as soon after its
election as the directors may conveniently assemble.

b. PLACE. Meetings shall be held at such place within or without the State
of Delaware as shall be fixed by the Board.

c. CALL. No call shall be required for regular meetings for which the time
and place have been fixed. Special meetings may be called by or at the direction
of the Chairperson of the Board, if any, the Vice-Chairperson of the Board, if
any, or the President, or of a majority of the directors in office.

d. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for
regular meetings for which the time and place have been fixed. Written, oral, or
any other mode of notice of the time and place shall be given for special
meetings in sufficient time for the convenient assembly of the directors
thereat. Whenever notice is required to be given under the Delaware General
Corporation Law, certificate of incorporation or bylaws, a written waiver signed
by the person entitled to notice, or a waiver by electronic transmission by the
person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of any such person at a meeting
shall constitute a waiver of notice of such meeting, except when such person
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the directors need be specified in any
written waiver of notice.

e. QUORUM AND ACTION. A majority of the whole Board shall constitute a
quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided, that
such majority shall constitute at least one-third of the whole Board. A majority
of the directors present, whether or not a quorum is present, may adjourn a
meeting to another time and place. Except as herein otherwise provided, and
except as otherwise provided by the General Corporation Law, the vote of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board. The quorum and voting provisions herein stated
shall not be construed as conflicting with any provisions of the General
Corporation Law and these Bylaws which govern a meeting of directors held to
fill vacancies and newly created directorships in the Board or action of
disinterested directors.

f. Any member or members of the Board of Directors or of any committee
designated by the Board, may participate in a meeting of the Board, or any such
committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.

g. CHAIRPERSON OF THE MEETING. The Chairperson of the Board, if any and if
present and acting, shall preside at all meetings. Otherwise, the
Vice-Chairperson of the Board, if any and if present and acting, or the
President, if present and acting, or any other director chosen by the Board,
shall preside.

5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the General
Corporation Law, any director or the entire Board of Directors may be removed,
with or without cause, by the holders of a majority of the shares then entitled
to vote at an election of directors.

6. COMMITTEES. The Board of Directors may designate one or more committees,
each committee to consist of one or more of the directors of the corporation.
The Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of any member of any such
committee or committees, the member or members thereof present at any meeting
and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board, shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation with
the exception of any power or authority the delegation of which is prohibited by
Section 141 of the General Corporation Law, and may authorize the seal of the
corporation to be affixed to all papers which may require it.

7. WRITTEN ACTION. Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken without
a meeting if all members of the Board or committee, as the case may be, consent
thereto in writing or electronic transmission, and the writing or writings or
electronic transmission or transmissions are filed with the minutes of
proceedings of the Board or committee. Such filing shall be in paper form if the
minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form.

ARTICLE III

OFFICERS

The officers of the corporation shall include a President, a Secretary, and
a Treasurer, and the Board of Directors, in its discretion, may also choose a
Chairperson of the Board, a Vice-Chairperson of the Board, a Managing Director,
a Chief Executive Officer, a Chief Financial Officer, a Chief Operating Officer,
an Executive Vice-President, one or more other Vice-Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, a Controller, one or
more Assistant Controllers, and such other officers with such titles as the
resolution of the Board of Directors choosing them shall designate. Except as
may otherwise be provided in the resolution of the Board of Directors choosing
such officer, no officer other than the Chairperson or Vice-Chairperson of the
Board, if any, need be a director. Any number of offices may be held by the same
person, as the directors may determine. In its discretion, the Board of
Directors may leave unfilled any office except that of President, Treasurer and
Secretary. Election of an officer or agent shall not of itself create contract
rights between the corporation and such officer or agent.

Unless otherwise provided in the resolution choosing such officer, each
officer shall be chosen for a term which shall continue until the meeting of the
Board of Directors following the next annual meeting of stockholders and until
such officer's successor shall have been chosen and qualified.

All officers of the corporation shall have such authority and perform such
duties in the management and operation of the corporation as shall be prescribed
in these Bylaws and in the resolutions of the Board of Directors designating and
choosing such officers and prescribing their authority and duties, and shall
have such additional

authority and duties as are incident to their office except to the extent that
such resolutions may be inconsistent therewith. The Secretary or an Assistant
Secretary of the corporation shall record all of the proceedings of all meetings
and actions in writing of stockholders, directors, and committees of directors,
and shall exercise such additional authority and perform such additional duties
as the Board shall assign to such Secretary or Assistant Secretary. Any officer
may be removed, with or without cause, by the Board of Directors. Any vacancy in
any office may be filled by the Board of Directors.

The following named officers shall have the following special powers and
duties:

(a) Chairman of the Board. The Board of Directors shall designate a
chairman of the board. The Chairman of the Board shall preside over the meetings
of the Board of Directors and of the stockholders at which he shall be present.
The Chairman of the Board shall perform such other duties as may be assigned to
him by the Board of Directors.

(b) President. The President shall be charged with supervision of the
offices of the Corporation and of its personnel, shall have responsibility for
the general and active management of the business of the Corporation, and shall
see that all the orders and resolutions of the Board of Directors are carried
into effect, subject, however, to the right of the Board of Directors to
delegate any specific powers to any other officer(s) of the Corporation. In the
absence of both the Chairman and the Vice Chairman, the President shall preside
over meetings of the Board of Directors. At the direction of the Board of
Directors, the President may assume charge and supervision of the offices of the
Corporation and of its personnel and may actively supervise and direct the
conduct of its business. He shall also perform such other duties as may be
assigned to him by the Board of Directors. The President may also execute
contracts in the name of the Corporation and appoint and discharge agents and
employees.

(c) Chief Executive Officer. The Chief Executive Officer shall have primary
responsibility for the general and active management of the business of the
Corporation, and shall see that all the orders and resolutions of the Board of
Directors are carried into effect, subject, however, to the right of the Board
of Directors to delegate any specific powers to any other officer(s) of the
Corporation. At the direction of the Board of Directors, the Chief Executive
Officer shall assume charge and supervision of the offices of the Corporation
and of its personnel and shall actively supervise and direct the conduct of its
business. He shall also perform such other duties as may be assigned to him by
the Board of Directors. The Chief Executive Officer may also execute contracts
in the name of the Corporation and appoint and discharge agents and employees.

(d) Vice Chairman; Managing Director. The Board of Directors may designate
a Vice Chairman and/or a Managing Director. Such person shall have the
responsibilities and duties as set forth by the Board of Directors. The Vice
Chairman and/or Managing Director may also execute contracts in the name of the
Corporation.

(e) Chief Financial Officer. The Board of Directors may designate a Chief
Financial Officer. The Chief Financial Officer shall have the responsibilities
and duties as set forth by the Board of Directors.

(f) Chief Operating Officer. The Board of Directors may designate a Chief
Operating Officer. The Chief Operating Officer shall have the responsibilities
and duties as set forth by the Board of Directors.

(g) Executive Vice President and Other Vice Presidents. The Board of
Directors may designate and appoint an Executive Vice President, who, in the
absence or disability of the President, shall act in the stead and place, and
shall discharge the duties of the President and possess the powers of the
President. At the direction of the Board of Directors or the President, he may
assume charge and supervision of the offices of the Corporation and of its
personnel and may actively supervise and direct the conduct of its business. He
shall also perform such other duties as may be assigned to him by the Board of
Directors or the President as shall any other Vice Presidents of the
Corporation.

The Board of Directors may designate and appoint such other Vice Presidents
as it may, in its discretion, choose to do.

(h) Secretary - The Secretary shall keep the minutes of all meetings and
record all votes of shareholders, the Board of Directors and committees in a
book to be kept for that purpose. He shall give or cause to be given any
required notice of meetings of shareholders, the Board of Directors or any
committee, and shall be responsible for preparing or obtaining from a transfer
agent appointed by the Board, the list of shareholders required by these Bylaws.
He shall be the custodian of the seal of the Corporation and shall affix or
cause to be affixed the seal to any instrument requiring it and attest the same
and exercise the powers and perform the duties incident to the office of
Secretary subject to the direction of the Board of Directors.

(i) Treasurer - Subject to the direction of the Board of Directors, the
Treasurer shall have charge of the general supervision of the funds and
securities of the Corporation and the books of account of the Corporation and
shall exercise the powers and perform the duties incident to the office of the
Treasurer subject to the direction of the Board of Directors. In the absence or
disability of the Treasurer or when specifically authorized by the Board of
Directors, the President, the Chief Executive Officer, or the Secretary may
perform all or any of the duties of the Treasurer herein set forth and such
other duties as may be assigned by the Board of Directors, the Chief Executive
Officer or the President.

(j) Other Officers - All other officers, if any, shall have such authority
and shall perform such duties as may be specified from time to time by the Board
of Directors.

ARTICLE IV

CORPORATE SEAL

The corporate seal shall be in such form as the Board of Directors shall
prescribe.

ARTICLE V

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to
change, by the Board of Directors.

ARTICLE VI

CONTROL OVER BYLAWS

Subject to the provisions of the certificate of incorporation and the
provisions of the General Corporation Law, the power to amend, alter, or repeal
these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors
or by the stockholders.

Exhibit C

BYLAWS

COMPUPRINT, INC.

ARTICLE I
OFFICES

SECTION 1. PRINCIPAL OFFICE: The principal office of the corporation shall
be located in Catawba County, North Carolina.

SECTION 2. REGISTERED OFFICE: The registered office of the corporation
required by law to be maintained in the State of North Carolina may be, but need
not be, identical with the principal office.

ARTICLE II

SECTION 1. PLACE OF MEETINGS: All meetings of shareholders shall be held at
the principal office of the Corporation, or at such other place, either within
or without the State of North Carolina, as shall be designated in the notice of
the meeting or agreed upon by a majority of the shareholders entitled to vote
thereat.

SECTION 2. ANNUAL MEETINGS: The annual meeting of the shareholders shall be
at the office of the corporation at 10:00 o'clock a.m. on the second Thursday in
January, if not a legal holiday, but if a legal holiday, then on the next day
following, not a legal holiday, for the purpose of electing directors of the
corporation and for the transaction of such business as may properly be brought
before the meeting.

SECTION 3. SUBSTITUTE ANNUAL MEETING: If the annual meeting shall not be
held on the day designated by these bylaws, a substitute annual meeting may be
called in accordance with the provisions of Section 4 of this Article. A meeting
so called shall be designated and treated for all purposes as the annual
meeting.

SECTION 4. SPECIAL MEETINGS: Special meetings of the shareholders may be
called at any time by the President, Secretary or Board of Directors of the
corporation, or by any shareholder pursuant to the written request of the
holders of not less than one-tenth of all shares entitled to vote at the
meeting.

SECTION 5. NOTICE OF MEETING: Written or printed notice stating the time
and place of the meeting shall be delivered not less than ten days nor more than
fifty days before the date thereof, either personally or by mail, by or at the
direction of the President, the Secretary, or other person calling the meeting,
to each shareholder of record entitled to vote at such meeting.

In case of an annual or substitute annual meeting, the notice of meeting
need not specifically state the business to be transacted thereat unless it is a
matter other than election of directors, on which the vote of shareholders is
expressly required by the provisions of the North Carolina Business Corporation
Act. In the case of a special meeting, the notice of meeting shall specifically
state the purpose or purposes for which the meeting is called.

When a meeting is adjourned for thirty days or more, notice of the
adjournment shall be given as in the case of an original meeting. When a meeting
is adjourned for less than thirty days in any one adjournment, it is not
necessary to give any notice of the adjourned meeting other than by announcement
at the meeting at which the adjournment is taken.

SECTION 6. QUORUM: The holders of a majority of the shares entitled to
vote, represented in person or by proxy, shall constitute a quorum at meetings
of shareholders. If there is no quorum at the opening of a meeting

of shareholders, such meeting may be adjourned from time to time by the vote of
a majority of the shares voting on the motion to adjourn; and, at any adjourned
meeting at which a quorum is present, any business may be transacted at the
original meeting.

The shareholders at a meeting at which a quorum is present may continue to
do business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

SECTION 7. VOTING OF SHARES: Each outstanding share having voting rights
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders.

Except in the election of directors, the vote of a majority of the shares
voted on any matter at a meeting of shareholders at which a quorum is present
shall be the act of the shareholders on the matter, unless the vote of a greater
number is required by law or by the charter or bylaws of this corporation.
Voting on all matters except the election of directors shall be by voice or by a
show of hands unless the holders of one-tenth of shares represented at the
meeting shall, prior to the voting on any matter, demand a ballot vote on that
particular matter.

SECTION 8. INFORMAL ACTION BY SHAREHOLDERS: Any action which may be taken
at a meeting of the shareholders may be taken without a meeting of a consent in
writing, setting forth the action so taken, shall be signed by all of the
persons who would be entitled to vote upon such action at a meeting, and filed
with the Secretary of the Corporation to be kept in the Corporate Minute Book.

ARTICLE III
DIRECTORS

SECTION 1. GENERAL POWERS: The business and affairs of the corporation
shall be managed by the Board of Directors or by such Executive Committee as the
Board may establish pursuant to these bylaws.

SECTION 2. NUMBER, TERM AND QUALIFICATIONS: The number of directors of the
corporation shall be not less than two nor more than nine. Each director shall
hold office until his death, resignation, retirement, removal, disqualification,
or his successor is elected and qualifies. Directors need not be residents of
the State of North Carolina or shareholders of the corporation.

SECTION 3. ELECTION OF DIRECTORS: Except as provided in Section 6 of this
Article, the directors shall be elected at an annual meeting of shareholders;
and these persons who receive the highest number of votes shall be deemed to
have been elected. If any shareholder so demands, election of directors shall be
by ballot.

SECTION 4. CUMULATIVE VOTING: Every shareholder entitled to vote at an
election of directors shall have the right to vote the number of shares standing
on record in his name for as many persons as there are directors to be elected
and for whose election he has a right to vote, or to cumulate his voting by
giving one candidate as many votes as the number of such directors multiplied by
the number of his shares shall equal, or by distributing such votes on the same
principal among any number of such candidates. This right of cumulative voting
shall be exercised unless one shareholder or proxy holder announces in open
meeting, before the voting for the directors shall start, his intention so to
vote cumulatively; and if such announcement is made, the chair shall declare
that all shares entitled to vote have the right to vote cumulatively and shall
thereupon grant a recess of not less than one or more that four hours, a he
shall determine, or of such period of times as is unanimously then agreed upon.

SECTION 5. REMOVAL: Directors may be removed from office with or without
cause by a vote of shareholders holding a majority of the shares entitled to
vote at an election of directors. However, unless the entire Board is removed,
an individual director may not be removed if the number of shares voting against
the removal would be sufficient to elect a director if such shares were voted
cumulatively at an annual election. If any directors are so removed, new
directors may be elected at the same meeting.

SECTION 6. VACANCIES: A vacancy occurring in the Board of Directors may be
filled by a majority of the remaining directors, though less than a quorum or by
the sole remaining director; but a vacancy created by an

increase in the authorized number of directors shall be filled only by election
at any annual meeting or at a special meeting of shareholders called for that
purpose. The shareholders may elect a director at any time to fill any vacancy
not filled by the directors.

SECTION 7. COMPENSATION: The Board of Directors may compensate directors
for their services as such and may provide for the payment of all expenses
incurred by directors in attending regular and special meetings of the Board.

ARTICLE IV
MEETINGS OF DIRECTORS

SECTION 1. REGULAR MEETINGS: A regular meeting of the Board of Directors
shall be held immediately after, at the same place, as the annual meeting of
shareholders. In addition, the Board of Directors may provide, by resolution,
the time and place, either within or without the State of North Carolina, for
the holding of additional regular meetings.

SECTION 2. SPECIAL MEETINGS: Special meetings of the Board of Directors may
be called by or at the request of the President or any two directors. Such
meetings may be held either within or without the State of North Carolina.

SECTION 3. NOTICE OF MEETINGS: Regular meetings of the Board of Directors
may be held without notice.

The person or persons calling a special meeting of the Board of Directors
shall, at least two days before the meeting, give notice thereof by any usual
means of communication. Such notice need not specify the purpose for which the
meeting is called.

SECTION 4. QUORUM: A majority of the directors fixed by these bylaws shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors.

SECTION 5. MANNER OF ACTING: Except as otherwise provided in this section,
the act of the majority of the directors present shall be the act of the Board
of Directors.

The vote of a majority of the number of directors fixed by these bylaws
shall be required to adopt a resolution constituting an executive committee. The
vote of a majority of the directors then holding office shall be required to
adopt, amend, or repeal a bylaw, or to adopt a resolution dissolving the
corporation without action by the shareholders. Vacancies in the Board of
Directors may be filled as provided in Article III, Section 6, of these bylaws.

SECTION 6. INFORMAL ACTION BY DIRECTORS: Action taken by a majority of the
directors without a meeting is nevertheless Board action if written consent to
the action in question is signed by all of the proceedings of the Board, whether
done before or after the action is taken.

ARTICLE V
OFFICERS

SECTION 1. NUMBER: The officers of the corporation shall consist of a
President, a Vice-President, a Secretary, and a Treasurer. Any two or more
offices may be held by the same person, except the offices of President and
Secretary.

SECTION 2. ELECTION AND TERM: Election of officers of the corporation shall
be by the Board of Directors. Such elections may be held at any regular or
special meeting of the Board. Each officer shall hold office until his death,
resignation, retirement, removal, disqualification, or his successor is elected
and qualifies.

SECTION 3. REMOVAL: Any officer or agent elected or appointed by the Board
may be removed by the Board with or without cause; but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.

SECTION 4. COMPENSATION: The compensation of all officers of the
corporation shall be fixed by the Board of Directors.

SECTION 5. PRESIDENT: The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall supervise and control the management of the corporation, in
accordance with these bylaws. He shall, when present, preside at all meetings of
shareholders. He shall sign, with any other proper officer, certificates for
shares of the corporation and any deeds, mortgages, bonds, contracts, or other
instruments which may be lawfully executed on behalf of the Corporation, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be delegated by the Board
of Directors to some other officer or agent; and, in general, he shall perform
all duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.

SECTION 6. VICE PRESIDENT: The Vice President, in the absence or disability
of the President, shall perform the duties and exercise the powers of that
office. In addition, he shall perform such other duties and have such powers as
the Board of Directors shall prescribe.

SECTION 7. SECRETARY: The Secretary shall keep accurate records of the acts
and proceedings of all meetings of shareholders and directors.

He shall give all notices required by law and by these bylaws. He shall
have general charge of the corporate books and records and of the corporate
seal, and he shall affix the corporate seal to any lawfully executed instrument
requiring it. He shall have general charge of the stock transfer books of the
corporation and shall keep, at the registered or principal office of the
corporation, a record of shareholders showing the name and address of each
shareholder and the number of and class of the shares held by each. He shall
sign such other instruments as may require his signature, and, in general, shall
perform all duties incident to the office of Secretary and such other duties as
may be assigned to him from time to time by the President or by the Board of
Directors.

SECTION 8. TREASURER: The Treasurer shall have custody of all funds and
securities belonging to the corporation and shall receive, deposit, or disburse
the same under the direction of the Board of Directors. He shall keep full and
accurate accounts of the finances of the corporation in books especially
provided for that purpose; and he shall cause a true statement of its assets and
liabilities as of the close of each fiscal year and of the results of its
operations and of changes in surplus for each fiscal year, all in reasonable
detail, including particulars as to convertible securities then outstanding, to
be made and filed at the registered or principal office of the corporation
within four months after the end of such fiscal year. The statement so filed
shall be kept available for inspection by any shareholder for a period of ten
years; and the Treasurer shall mail or otherwise deliver a copy of the latest
such statement to any shareholder upon his written request thereof. The
Treasurer shall, in general, perform all duties as may be assigned to him from
time to time by the president or by the Board of Directors.

ARTICLE VI
CONTRACTS, LOANS, DEPOSITS, ETC.

SECTION 1. CONTRACTS: The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
such instrument on behalf of the corporation, and such authority may be general
or confined to specific instances.

SECTION 2. LOANS: No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.

SECTION 3. CHECKS AND DRAFTS: All checks, drafts, or other orders for the
payment of money issued in the name of the corporation shall be signed by such
office or officers, agent, or agents of the corporation and in such manner as
shall from time to time be determined by resolution of the Board of Directors.

SECTION 4. DEPOSITS: All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
depositories as the Board of Directors shall direct.

ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. CERTIFICATES FOR SHARES: Certificates representing shares of the
corporation shall be issued, in such form as the Board of Directors shall
determine, to every shareholder for the fully paid shares owned by him. These
certificates shall be signed by the President or any Vice President and the
Secretary or Treasurer. They shall be consecutively numbered or otherwise
identified; and the name and address of the persons to whom they are issued,
with the number of shares and date of issue, shall be entered on the stock
transfer books of the corporation.

SECTION 2. TRANSFER OF SHARES: Transfer of shares shall be made on the
stock transfer books of the corporation only upon surrender of the certificates
for the shares sought to be transferred by the record holder thereof or by his
duly authorized agent, transferee, or legal representative. All certificates
surrendered for transfer shall be cancelled before new certificates for the
transferred shares shall be issued.

SECTION 3. CLOSING TRANSFER BOOKS AND FIXING RECORD DATED: For the purpose
of determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive payment of any
dividend or in order to make a determination of shareholders for any other
purpose, the Board of Directors may provide that the stock transfer books shall
be closed for a stated period but not to exceed, in any case, fifty days. If the
stock transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least ten days immediately preceding such a meeting.

In lieu of closing the stock transfer books, the Board of Directors may fix
in advance a date as the record date for any such determination of shareholders,
not less than ten days immediately preceding the date on which the particular
action, requiring such determination of shareholders, is to be taken.

If the stock transfer books are not closed and no record date is fixed for
the determination of the shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which the resolution of the Board of Directors declaring
such dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders.

SECTION 4. LOST CERTIFICATES: The Board of Directors may authorize the
issuance of new share certificates in place of a certificate claimed to have
been lost or destroyed, upon receipt of an affidavit of such fact from the
person claiming such issuance of a new certificate. The Board may require the
claimant to give the corporation a bond in such sum as it may direct to
indemnify the corporation against loss from any claim with respect to the
certificate claimed to have been lost or destroyed; or the Board may, by
resolution reciting that the circumstances justify such action, authorize the
issuance of a new certificate without requiring such a bond.

ARTICLE VIII
GENERAL PROVISIONS

SECTION 1. DIVIDENDS: The Board of Directors may from time to time declare,
and the corporation may pay dividends on its outstanding shares in the manner
and upon the terms and conditions provided by law and its charter.

SECTION 2. SEAL: The corporate seal of the corporation shall consist of two
concentric circles between which is the name of the Corporation and in the
center of which is inscribed SEAL: and such seal, as impressed on the margin
hereof is hereby adopted as the corporate seal of the corporation.

SECTION 3. WAIVER OF NOTICE: Whenever any notice is required to be given to
any shareholder or director under the provisions of the North Carolina Business
Corporation Act or under the provisions of the charter or bylaws of this
corporation, a waiver thereof in writing signed by the persons or person
entitled to such notice, whether before or after the time stated therein, shall
be equivalent to the giving of such notice.

SECTION 4. FISCAL YEAR: Unless otherwise ordered by the Board of Directors,
the fiscal year of the corporation shall be from January 1 through December 31.

SECTION 5. AMENDMENTS: Except as otherwise provided herein, these bylaws
may be amended or repealed and new bylaws may be adopted by the affirmative vote
of a majority of the directors then holding office at any regular or special
meeting of the Board of Directors.

Exhibit D

PLAN AND AGREEMENT OF MERGER

COMPURPINT, INC.
(a North Carolina corporation)

AND

TERRA ENERGY & RESOURCE TECHNOLOGIES, INC.
(a Delaware corporation)

PLAN AND AGREEMENT OF MERGER entered into on [___________, 2006] by
COMPUPRINT, INC., a business corporation of the State of North Carolina, and
approved by resolution adopted by its Board of Directors on said date, and
entered into on [____________, 2006] by TERRA ENERGY & RESOURCE TECHNOLOGIES,
INC., a business corporation organized under the laws of the State of Delaware,
and approved by resolution adopted by its Board of Directors on said date.

WHEREAS, all of the outstanding capital stock of TERRA ENERGY & RESOURCE
TECHNOLOGIES, INC. is owned by COMPUPRINT, INC.;

WHEREAS, COMPUPRINT, INC. and TERRA ENERGY & RESOURCE TECHNOLOGIES, INC.
and their respective stockholders and Boards of Directors thereof declare it
advisable and to the advantage, welfare, and best interests of said corporations
and their respective stockholders to merge COMPUPRINT, INC. with and into TERRA
ENERGY & RESOURCE TECHNOLOGIES, INC. pursuant to the provisions of the North
Carolina Business Corporation Act and pursuant to the provisions of the General
Corporation Law of the State of Delaware upon the terms and conditions
hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and of the mutual
agreement of the parties hereto, being thereunto duly entered into by
COMPUPRINT, INC. and approved by a resolution adopted by its Board of Directors
and being thereunto duly entered into by TERRA ENERGY & RESOURCE TECHNOLOGIES,
INC. and approved by a resolution adopted by its Board of Directors, the Plan
and Agreement of Merger and the terms and conditions thereof and the mode of
carrying the same into effect, together with any provisions required or
permitted to be set forth therein, are hereby determined and agreed upon as
hereinafter in this Plan and Agreement set forth.

1. COMPUPRINT, INC. and TERRA ENERGY & RESOURCE TECHNOLOGIES, INC. shall,
pursuant to the provisions of the North Carolina Business Corporation Act and
the provisions of the General Corporation Law of the State of Delaware, be
merged with and into a single corporation, to wit, TERRA ENERGY & RESOURCE
TECHNOLOGIES, INC., which shall be the surviving corporation at the effective
time and date of the merger, and which is sometimes hereinafter referred to as
the "surviving corporation", and which shall continue to exist as said surviving
corporation under its present name pursuant to the provisions of the General
Corporation Law of the State of Delaware. The separate existence of COMPUPRINT,
INC., which is sometimes hereinafter referred to as the "terminating
corporation", shall cease at the effective time and date of the merger in
accordance with the provisions of the North Carolina Business Corporation Act.

2. The certificate of incorporation of the surviving corporation as in
force and effect at the effective time and date of the merger in the
jurisdiction of its organization shall be the certificate of incorporation of
said surviving corporation and said Certificate of Incorporation shall continue
in full force and effect until amended and changed in the manner prescribed by
the laws of the jurisdiction of its organization. Article Fourth of the present
Certificate of Incorporation of the surviving corporation, relating to the
authorized shares of said corporation, are hereby amended and changed so as to
read as follows:

FOURTH: (a) The total number of shares of stock which the corporation
shall have authority to issue is 101,000,000 of which (i) 100,000,000
shares shall be shares of common stock, par value $0.0001 per share, and
(ii) 1,000,000 shares shall be shares of preferred stock, par value $0.0001
per share, issuable in one or more series as hereinafter provided.

(b) Preferred Stock. The Board of Directors is expressly authorized to
provide for the issue of all or any shares of the preferred stock, in one
or more series, and to fix for each such series such voting powers, full or
limited, and such designations, preferences and relative, participating,
optional or other special rights and such qualifications, limitations or
restrictions thereof as shall be stated and expressed in the resolution or
resolutions adopted by the Board of Directors providing for the issue of
such series (a "Preferred Stock Designation") and as may be permitted by
the Delaware General Corporation Law. The number of authorized shares of
preferred stock may be increased or decreased (but not below the number of
shares thereof then outstanding) by the affirmative vote of the holders of
a majority of the voting power of all of the then outstanding shares of the
capital stock of the corporation entitled to vote generally in the election
of directors (the "Voting Stock"), voting together as a single class,
without a separate vote of the holders of the preferred stock, or any
series thereof, unless a vote of any such holders is required pursuant to
any Preferred Stock Designation.

(c) Common Stock. Except as otherwise required by law or as otherwise
provided in any Preferred Stock Designation, the holders of the Common
Stock shall exclusively possess all voting power and each share of common
stock shall have one vote."

3. The present by-laws of the surviving corporation will be the by-laws of
said surviving corporation and will continue in full force and effect until
changed, altered or amended as therein provided and in the manner prescribed by
the provisions of the General Corporation Law of the State of Delaware.

4. The directors and officers in office of the surviving corporation at the
effective time of the merger shall be the members of the first Board of
Directors and the first officers of the surviving corporation, all of whom shall
hold their directorships and offices until the election and qualification of
their respective successors or until their tenure is otherwise terminated in
accordance with the by-laws of the surviving corporation.

5. Each issued share of the terminating corporation shall, at the effective
time of the merger, be converted into one share of the surviving corporation.
Separately, each issued share of the surviving corporation outstanding
immediately prior to the effective time of the merger shall be cancelled at the
effective time and date of the merger.

Each issued warrant, option, right or other security of the terminating
corporation shall, at the effective time of the merger, be converted, on a
one-for-one basis for the same number of warrant, option, right or other
security with no other changes in the terms and conditions thereof including
exercise prices and the date and extent of exercisability, into a warrant,
option, right or other security of the surviving corporation.

6. The Plan of Merger herein made and approved shall be submitted to the
shareholders of the terminating corporation for their approval or rejection in
the manner prescribed by the provisions of the North Carolina Business
Corporation Act and to the shareholders of the surviving corporation for their
approval or rejection in the manner prescribed by the laws of the jurisdiction
of its organization.

7. In the event that this Plan and Agreement of Merger shall have been
fully approved and adopted upon behalf of the terminating corporation in
accordance with the provisions of the North Carolina Business Corporation Act
and upon behalf of the surviving corporation in accordance with the provisions
of the General Corporation Law of the State of Delaware, the said corporations
agree that they will cause to be executed and filed and recorded any document or
documents prescribed by the laws of the State of North Carolina and by the laws
of the State of Delaware, and that they will cause to be performed all necessary
acts within the State of North Carolina and the State of Delaware and elsewhere
to effectuate the merger herein provided for.

8. The Board of Directors and the proper officers of the terminating
corporation and of the surviving corporation are hereby authorized, empowered,
and directed to do any and all acts and things, and to make, execute, deliver,
file, and record any and all instruments, papers, and documents which shall be
or become necessary, proper, or convenient to carry out or put into effect any
of the provisions of this Plan and Agreement of Merger or of the merger herein
provided for.

9. Upon the merger becoming effective, all the property, rights,
privileges, franchises, patents, trademarks, licenses, registrations and other
assets of every kind and description of the terminating corporation shall be
transferred to, vested in and devolve upon the surviving corporation without
further act or deed and all property, rights, and every other interest in the
surviving corporation and the terminating corporation shall be as of the
effective date the property of the surviving corporation as they were of the
surviving corporation and the terminating corporation, respectively. The
terminating corporation hereby agrees from time to time, as and when requested
by the surviving corporation or by its successors or assigns, to execute and
deliver or cause to be executed and delivered all such deeds and instruments and
to take or cause to be taken such further or other action as the surviving
corporation may deem necessary or desirable in order to vest in and confirm to
the surviving corporation title to and possession of any property of the
terminating corporation acquired or to be acquired by reason of or as a result
of the merger herein provided for and otherwise to carry out the intent and
purposes hereof, and the proper officers and directors of the terminating
corporation and the proper officers and directors of the surviving corporation
are fully authorized in the name of the terminating corporation or otherwise to
take any and all such action.

10. This Plan and Agreement of Merger and the legal relations between the
parties shall be governed by and construed in accordance with the laws of the
State of Delaware.

11. The effective time of this Plan and Agreement of Merger, and the time
at which the merger herein agreed upon shall be the date on which Articles of
Merger are filed with the Secretary of State of the State of North Carolina and
a Certificate of Merger is filed with the Secretary of State of the State of
Delaware, whichever is later.

IN WITNESS WHEREOF, this Plan and Agreement of Merger is hereby executed
upon behalf of each of the constituent corporations parties thereto.

Dated: _____________, 2006

TERRA ENERGY & RESOURCE TECHNOLOGIES, INC.

By:
--------------------------------------------------
Roman Rozenberg, Chief Executive Officer

COMPUPRINT, INC.

By:
--------------------------------------------------
Roman Rozenberg, Chief Executive Officer

Exhibit E

ARTICLE 13.
DISSENTERS' RIGHTS.

PART 1. RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES.

SS. 55-13-01. DEFINITIONS.

In this Article:

(1) "Corporation" means the issuer of the shares held by a dissenter before
the corporate action, or the surviving or acquiring corporation by
merger or share exchange of that issuer.
(2) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under G.S. 55-13-02 and who exercises that right when
and in the manner required by G.S. 55-13-20 through 55-13-28.
(3) "Fair value", with respect to a dissenter's shares, means the value of
the shares immediately before the effectuation of the corporate action
to which the dissenter objects, excluding any appreciation or
depreciation in anticipation of the corporate action unless exclusion
would be inequitable.
(4) "Interest" means interest from the effective date of the corporate
action until the date of payment, at a rate that is fair and equitable
under all the circumstances, giving due consideration to the rate
currently paid by the corporation on its principal bank loans, if any,
but not less than the rate provided in G.S. 24-1.
(5) "Record shareholder" means the person in whose name shares are
registered in the records of a corporation or the beneficial owner of
shares to the extent of the rights granted by a nominee certificate on
file with a corporation.
(6) "Beneficial shareholder" means the person who is a beneficial owner of
shares held in a voting trust or by a nominee as the record
shareholder.
(7) "Shareholder" means the record shareholder or the beneficial
shareholder. (1925, c. 77, s. 1; 1943, c. 270; G.S., s. 55-167; 1955,
c. 1371, s. 1; 1969, c. 751, s. 39; 1973, c. 469, ss. 36, 37; 1989, c.
265, s. 1.)

SS. 55-13-02. RIGHT TO DISSENT.

(a) In addition to any rights granted under Article 9, a shareholder is entitled
to dissent from, and obtain payment of the fair value of his shares in the event
of, any of the following corporate actions:

(1) Consummation of a plan of merger to which the corporation (other than
a parent corporation in a merger whose shares are not affected under
G.S. 55-11-04) is a party unless (i) approval by the shareholders of
that corporation is not required under G.S. 55-11-03(g) or (ii) such
shares are then redeemable by the corporation at a price not greater
than the cash to be received in exchange for such shares;
(2) Consummation of a plan of share exchange to which the corporation is a
party as the corporation whose shares will be acquired, unless such
shares are then redeemable by the corporation at a price not greater
than the cash to be received in exchange for such shares;
(2a) Consummation of a plan of conversion pursuant to Part 2 of Article 11A
of this Chapter;
(3) Consummation of a sale or exchange of all, or substantially all, of
the property of the corporation other than as permitted by G.S.
55-12-01, including a sale in dissolution, but not including a sale
pursuant to court order or a sale pursuant to a plan by which all or
substantially all of the net proceeds of the sale will be distributed
in cash to the shareholders within one year after the date of sale;
(4) An amendment of the articles of incorporation that materially and
adversely affects rights in respect of a dissenter's shares because it
(i) alters or abolishes a preferential right of the shares; (ii)
creates, alters, or abolishes a right in respect of redemption,
including a provision respecting a sinking fund for the redemption or
repurchase, of the shares; (iii) alters or abolishes a preemptive
right of the holder of the shares to acquire shares or other
securities; (iv) excludes or limits the right of the shares to vote on
any matter, or to cumulate votes, other than an amendment of the
articles of incorporation permitting action without meeting to be
taken by less than all

shareholders entitled to vote, without advance notice, or both, as
provided in G.S. 55-7-04; (v) reduces the number of shares owned by
the shareholder to a fraction of a share if the fractional share so
created is to be acquired for cash under G.S. 55-6-04; or (vi) changes
the corporation into a nonprofit corporation or cooperative
organization; or
(5) Any corporate action taken pursuant to a shareholder vote to the
extent the articles of incorporation, bylaws, or a resolution of the
board of directors provides that voting or nonvoting shareholders are
entitled to dissent and obtain payment for their shares.

(b) A shareholder entitled to dissent and obtain payment for his shares under
this Article may not challenge the corporate action creating his entitlement,
including without limitation a merger solely or partly in exchange for cash or
other property, unless the action is unlawful or fraudulent with respect to the
shareholder or the corporation.

(c) Notwithstanding any other provision of this Article, there shall be no right
of shareholders to dissent from, or obtain payment of the fair value of the
shares in the event of, the corporate actions set forth in subdivisions (1),
(2), or (3) of subsection (a) of this section if the affected shares are any
class or series which, at the record date fixed to determine the shareholders
entitled to receive notice of and to vote at the meeting at which the plan of
merger or share exchange or the sale or exchange of property is to be acted on,
were (i) listed on a national securities exchange or designated as a national
market system security on an interdealer quotation system by the National
Association of Securities Dealers, Inc., or (ii) held by at least 2,000 record
shareholders. This subsection does not apply in cases in which either:

(1) The articles of incorporation, bylaws, or a resolution of the board of
directors of the corporation issuing the shares provide otherwise; or

(2) In the case of a plan of merger or share exchange, the holders of the
class or series are required under the plan of merger or share
exchange to accept for the shares anything except:

a. Cash;
b. Shares, or shares and cash in lieu of fractional shares of the
surviving or acquiring corporation, or of any other corporation
which, at the record date fixed to determine the shareholders
entitled to receive notice of and vote at the meeting at which
the plan of merger or share exchange is to be acted on, were
either listed subject to notice of issuance on a national
securities exchange or designated as a national market system
security on an interdealer quotation system by the National
Association of Securities Dealers, Inc., or held by at least
2,000 record shareholders; or
c. A combination of cash and shares as set forth in sub-subdivisions
a. and b. of this subdivision. (1925, c. 77, s. 1; c. 235; 1929,
c. 269; 1939, c. 279; 1943, c. 270; G.S., ss. 55-26, 55-167;
1955, c. 1371, s. 1; 1959, c. 1316, ss. 30, 31; 1969, c. 751, ss.
36, 39; 1973, c. 469, ss. 36, 37; c. 476, s. 193; 1989, c. 265,
s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 12.18; 1991, c. 645,
s. 12; 1997-202, s. 1; 1999-141, s. 1; 2001-387, s. 26; 2003-157,
s. 1.)

SS. 55-13-03. DISSENT BY NOMINEES AND BENEFICIAL OWNERS.

(a) A record shareholder may assert dissenters' rights as to fewer than all the
shares registered in his name only if he dissents with respect to all shares
beneficially owned by any one person and notifies the corporation in writing of
the name and address of each person on whose behalf he asserts dissenters'
rights. The rights of a partial dissenter under this subsection are determined
as if the shares as to which he dissents and his other shares were registered in
the names of different shareholders.

(b) A beneficial shareholder may assert dissenters' rights as to shares held on
his behalf only if:

(1) He submits to the corporation the record shareholder's written consent
to the dissent not later than the time the beneficial shareholder
asserts dissenters' rights; and
(2) He does so with respect to all shares of which he is the beneficial
shareholder. (1925, c. 77, s. 1; 1943, c. 270; G.S., s. 55-167; 1955,
c. 1371, s. 1; 1969, c. 751, s. 39; 1973, c. 469, ss. 36, 37; 1989, c.
265, s. 1.)

SS.SS. 55-13-04 THROUGH 55-13-19. RESERVED FOR FUTURE CODIFICATION PURPOSES.

PART 2. PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS.

SS. 55-13-20. NOTICE OF DISSENTERS' RIGHTS.

(a) If proposed corporate action creating dissenters' rights under G.S. 55-13-02
is submitted to a vote at a shareholders' meeting, the meeting notice must state
that shareholders are or may be entitled to assert dissenters' rights under this
Article and be accompanied by a copy of this Article.

(b) If corporate action creating dissenters' rights under G.S. 55-13-02 is taken
without a vote of shareholders or is taken by shareholder action without meeting
under G.S. 55-7-04, the corporation shall no later than 10 days thereafter
notify in writing all shareholders entitled to assert dissenters' rights that
the action was taken and send them the dissenters' notice described in G.S.
55-13-22. A shareholder who consents to shareholder action taken without meeting
under G.S. 55-7-04 approving a corporate action is not entitled to payment for
the shareholder's shares under this Article with respect to that corporate
action.

(c) If a corporation fails to comply with the requirements of this section, such
failure shall not invalidate any corporate action taken; but any shareholder may
recover from the corporation any damage which he suffered from such failure in a
civil action brought in his own name within three years after the taking of the
corporate action creating dissenters' rights under G.S. 55-13-02 unless he voted
for such corporate action. (1925, c. 77, s. 1; c. 235; 1929, c. 269; 1939, c. 5;
c. 279; 1943, c. 270; G.S., ss. 55-26, 55-165, 55-167; 1955, c. 1371, s. 1;
1969, c. 751, s. 39; 1973, c. 469, ss. 36, 37; 1989, c. 265, s. 1; 2002-58, s.
2.)

SS. 55-13-21. NOTICE OF INTENT TO DEMAND PAYMENT.

(a) If proposed corporate action creating dissenters' rights under G.S. 55-13-02
is submitted to a vote at a shareholders' meeting, a shareholder who wishes to
assert dissenters' rights:

(1) Must give to the corporation, and the corporation must actually
receive, before the vote is taken written notice of his intent to
demand payment for his shares if the proposed action is effectuated;
and
(2) Must not vote his shares in favor of the proposed action.

(b) A shareholder who does not satisfy the requirements of subsection (a) is not
entitled to payment for his shares under this Article. (1925, c. 77, s. 1; 1943,
c. 270; G.S., s. 55-167; 1955, c. 1371, s. 1; 1969, c. 751, s. 39; 1973, c. 469,
ss. 36, 37; 1989, c. 265, s. 1.)

SS. 55-13-22. DISSENTERS' NOTICE.

(a) If proposed corporate action creating dissenters' rights under G.S. 55-13-02
is approved at a shareholders' meeting, the corporation shall mail by registered
or certified mail, return receipt requested, a written dissenters' notice to all
shareholders who satisfied the requirements of G.S. 55-13-21.

(b) The dissenters' notice must be sent no later than 10 days after shareholder
approval, or if no shareholder approval is required, after the approval of the
board of directors, of the corporate action creating dissenters' rights under
G.S. 55-13-02, and must:

(1) State where the payment demand must be sent and where and when
certificates for certificated shares must be deposited;
(2) Inform holders of uncertificated shares to what extent transfer of the
shares will be restricted after the payment demand is received;
(3) Supply a form for demanding payment;
(4) Set a date by which the corporation must receive the payment demand,
which date may not be fewer than 30 nor more than 60 days after the
date the subsection (a) notice is mailed; and

(5) Be accompanied by a copy of this Article. (1925, c. 77, s. 1; 1943, c.
270; G.S., s. 55-167; 1955, c. 1371, s. 1; 1969, c. 751, s. 39; 1973,
c. 469, ss. 36, 37; 1989, c. 265, s. 1; 1997-485, s. 4; 2001-387, s.
27; 2002-58, s. 3.)

SS. 55-13-23. DUTY TO DEMAND PAYMENT.

(a) A shareholder sent a dissenters' notice described in G.S. 55-13-22 must
demand payment and deposit his share certificates in accordance with the terms
of the notice.

(b) The shareholder who demands payment and deposits his share certificates
under subsection (a) retains all other rights of a shareholder until these
rights are cancelled or modified by the taking of the proposed corporate action.

(c) A shareholder who does not demand payment or deposit his share certificates
where required, each by the date set in the dissenters' notice, is not entitled
to payment for his shares under this Article. (1925, c. 77, s. 1; 1943, c. 270;
G.S., s. 55-167; 1955, c. 1371, s. 1; 1969, c. 751, s. 39; 1973, c. 469, ss. 36,
37; 1989, c. 265, s. 1.)

SS. 55-13-24. SHARE RESTRICTIONS.

(a) The corporation may restrict the transfer of uncertificated shares from the
date the demand for their payment is received until the proposed corporate
action is taken or the restrictions released under G.S. 55-13-26.

(b) The person for whom dissenters' rights are asserted as to uncertificated
shares retains all other rights of a shareholder until these rights are
cancelled or modified by the taking of the proposed corporate action. (1925, c.
77, s. 1; 1943, c. 270; G.S., s. 55-167; 1955, c. 1371, s. 1; 1969, c. 751, s.
39; 1973, c. 469, ss. 36, 37; 1989, c. 265, s. 1.)

SS. 55-13-25. PAYMENT.

(a) As soon as the proposed corporate action is taken, or within 30 days after
receipt of a payment demand, the corporation shall pay each dissenter who
complied with G.S. 55-13-23 the amount the corporation estimates to be the fair
value of his shares, plus interest accrued to the date of payment.

(b) The payment shall be accompanied by:

(1) The corporation's most recent available balance sheet as of the end of
a fiscal year ending not more than 16 months before the date of
payment, an income statement for that year, a statement of cash flows
for that year, and the latest available interim financial statements,
if any;
(2) An explanation of how the corporation estimated the fair value of the
shares;
(3) An explanation of how the interest was calculated;
(4) A statement of the dissenter's right to demand payment under G.S.
55-13-28; and
(5) A copy of this Article. (1925, c. 77, s. 1; 1943, c. 270; G.S., s.
55-167; 1955, c. 1371, s. 1; 1969, c. 751, s. 39; 1973, c. 469, ss.
36, 37; 1989, c. 265, s. 1; c. 770, s. 69; 1997-202, s. 2.)

SS. 55-13-26. FAILURE TO TAKE ACTION.

(a) If the corporation does not take the proposed action within 60 days after
the date set for demanding payment and depositing share certificates, the
corporation shall return the deposited certificates and release the transfer
restrictions imposed on uncertificated shares.

(b) If after returning deposited certificates and releasing transfer
restrictions, the corporation takes the proposed action, it must send a new
dissenters' notice under G.S. 55-13-22 and repeat the payment demand procedure.
(1925, c. 77, s. 1; 1943, c. 270; G.S., s. 55-167; 1955, c. 1371, s. 1; 1969, c.
751, s. 39; 1973, c. 469, ss. 36, 37; 1989, c. 265, s. 1.)

SS. 55-13-27. RESERVED FOR FUTURE CODIFICATION PURPOSES.

SS. 55-13-28. PROCEDURE IF SHAREHOLDER DISSATISFIED WITH CORPORATION'S PAYMENT
OR FAILURE TO PERFORM.

(a) A dissenter may notify the corporation in writing of his own estimate of the
fair value of his shares and amount of interest due, and demand payment of the
amount in excess of the payment by the corporation under G.S. 55-13-25 for the
fair value of his shares and interest due, if:

(1) The dissenter believes that the amount paid under G.S. 55-13-25 is
less than the fair value of his shares or that the interest due is
incorrectly calculated;
(2) The corporation fails to make payment under G.S. 55-13-25; or
(3) The corporation, having failed to take the proposed action, does not
return the deposited certificates or release the transfer restrictions
imposed on uncertificated shares within 60 days after the date set for
demanding payment.

(b) A dissenter waives his right to demand payment under this section unless he
notifies the corporation of his demand in writing (i) under subdivision (a)(1)
within 30 days after the corporation made payment for his shares or (ii) under
subdivisions (a)(2) and (a)(3) within 30 days after the corporation has failed
to perform timely. A dissenter who fails to notify the corporation of his demand
under subsection (a) within such 30-day period shall be deemed to have withdrawn
his dissent and demand for payment. (1925, c. 77, s. 1; 1943, c. 270; G.S., s.
55-167; 1955, c. 1371, s. 1; 1969, c. 751, s. 39; 1973, c. 469, ss. 36, 37;
1989, c. 265, s. 1; 1997-202, s. 3.)

SS. 55-13-29. RESERVED FOR FUTURE CODIFICATION PURPOSES.

PART 3. JUDICIAL APPRAISAL OF SHARES.

SS. 55-13-30. COURT ACTION.

(a) If a demand for payment under G.S. 55-13-28 remains unsettled, the dissenter
may commence a proceeding within 60 days after the earlier of (i) the date
payment is made under G.S. 55-13-25, or (ii) the date of the dissenter's payment
demand under G.S. 55-13-28 by filing a complaint with the Superior Court
Division of the General Court of Justice to determine the fair value of the
shares and accrued interest. A dissenter who takes no action within the 60-day
period shall be deemed to have withdrawn his dissent and demand for payment.

(a1) Repealed by Session Laws 1997-202, s. 4.

(b) Reserved for future codification purposes.

(c) The court shall have the discretion to make all dissenters (whether or not
residents of this State) whose demands remain unsettled parties to the
proceeding as in an action against their shares and all parties must be served
with a copy of the complaint. Nonresidents may be served by registered or
certified mail or by publication as provided by law.

(d) The jurisdiction of the superior court in which the proceeding is commenced
under subsection (a) is plenary and exclusive. The court may appoint one or more
persons as appraisers to receive evidence and recommend decision on the question
of fair value. The appraisers have the powers described in the order appointing
them, or in any amendment to it. The parties are entitled to the same discovery
rights as parties in other civil proceedings. The proceeding shall be tried as
in other civil actions. However, in a proceeding by a dissenter in a corporation
that was a public corporation immediately prior to consummation of the corporate
action giving rise to the right of dissent under G.S. 55-13-02, there is no
right to a trial by jury.

(e) Each dissenter made a party to the proceeding is entitled to judgment for
the amount, if any, by which the court finds the fair value of his shares, plus
interest, exceeds the amount paid by the corporation. (1925, c. 77, s. 1; 1943,
c. 270; G.S., s. 55-167; 1955, c. 1371, s. 1; 1969, c. 751, s. 39; 1973, c. 469,
ss. 36, 37; 1989, c. 265, s. 1; 1997-202, s. 4; 1997-485, ss. 5, 5.1.)

SS. 55-13-31. COURT COSTS AND COUNSEL FEES.

(a) The court in an appraisal proceeding commenced under G.S. 55-13-30 shall
determine all costs of the proceeding, including the reasonable compensation and
expenses of appraisers appointed by the court, and shall assess the costs as it
finds equitable.

(b) The court may also assess the fees and expenses of counsel and experts for
the respective parties, in amounts the court finds equitable:

(1) Against the corporation and in favor of any or all dissenters if the
court finds the corporation did not substantially comply with the
requirements of G.S. 55-13-20 through 55-13-28; or
(2) Against either the corporation or a dissenter, in favor of either or
any other party, if the court finds that the party against whom the
fees and expenses are assessed acted arbitrarily, vexatiously, or not
in good faith with respect to the rights provided by this Article.

(c) If the court finds that the services of counsel for any dissenter were of
substantial benefit to other dissenters similarly situated, and that the fees
for those services should not be assessed against the corporation, the court may
award to these counsel reasonable fees to be paid out of the amounts awarded the
dissenters who were benefited. (1925, c. 77, s. 1; 1943, c. 270; G.S., s.
55-167; 1955, c. 1371, s. 1; 1969, c. 751, s. 39; 1973, c. 469, ss. 36, 37;
1989, c. 265, s. 1.)

Exhibit F

[COMPUPRINT, INC.]
2005 STOCK INCENTIVE PLAN
Adopted: December 29, 2005
[Subject to approval by Stockholders]
Termination Date: December 28, 2015

1. Purpose

The purposes of the CompuPrint, Inc. 2005 Stock Incentive Plan (the "Plan") are
to: attract and retain Employees by providing compensation opportunities that
are competitive with other companies; provide incentives to those Employees who
contribute significantly to the long-term performance and growth of the Company
and its Subsidiaries; and align Employees' long-term financial interests with
those of the Company's stockholders.

2. Effective Date

The effective date of this Plan is December 29, 2005, but no Award shall be
exercised unless and until the Plan has been approved by the stockholders of the
Company, which approval shall be within twelve (12) months before or after the
date the Plan is adopted by the Board.

3. Definitions

"Award" shall mean an Option, SAR or other form of Stock Award granted under the
Plan.

"Award Agreement" shall mean the paper or electronic document evidencing an
Award granted under the Plan.

"Board" shall mean the Board of Directors of the Company.

"Change of Control" shall have the meaning set forth in Section 13.

"Code" shall mean the Internal Revenue Code of 1986, as amended, including any
rules and regulations promulgated thereunder.

"Committee" shall mean the Compensation Committee of the Board. If the Company's
securities are listed on a national securities exchange or a quotation system of
a registered securities association, if and to the extent required the rules of
such exchange or association, or if otherwise required by federal securities
laws, the members of the Compensation Committee shall satisfy the requirements
of Rule 16b-3 of the 1934 Act and who shall also qualify, and remain qualified,
as "outside directors," as defined in Section 162(m) of the Code. If the Company
does not have a Compensation Committee of the Board, the term "Committee" shall
mean the full Board of Directors.

"Common Stock" shall mean the common stock of the Company, par value $0.0001 per
share.

"Company" shall mean CompuPrint, Inc., a North Carolina corporation, and its
Subsidaries, and, except as otherwise specified in this Plan in a particular
context, any successor thereto, whether by merger, consolidation, purchase of
all or substantially all its assets or otherwise.

"Covered Employee" shall mean "covered employee" as such term is defined in
Section 162(m) of the Code.

"Deferred Stock" shall mean an Award payable in shares of Common Stock at the
end of a specified deferral period that is subject to the terms, conditions and
limitations described or referred to in Section 7(c)(iv) and Section 7(d).

"Employee" shall have the meaning set forth in General Instruction A to the
Registration Statement on Form S-8 promulgated under the Securities Act of 1933,
as amended, or any successor form or statute, as determined by the Committee.

"Fair Market Value" shall mean, on any given date, in the case of a grant of an
Option or a SAR, the closing price of a share of Common Stock on the New York
Stock Exchange, NASDAQ, AMEX, OTCBB, or on any national securities exchange or
quotation system on which the shares of Common Stock are then listed or quoted
on such date, or, if the Common Stock is not so traded on such day, then on the
next preceding day that the Common Stock was traded.

"ISO" shall mean an incentive stock option as defined in Section 422 of the
Code.

"Nonqualified Stock Option" shall mean an Option that is granted to a
Participant that is not designated as an ISO.

"Option" shall mean the right to purchase a specified number of shares of Common
Stock at a stated exercise price for a specified period of time subject to the
terms, conditions and limitations described or referred to in Section 7(a) and
Section 7(d). The term "Option" as used in this Plan includes the terms
"Nonqualified Stock Option" and "ISO".

"Participant" shall mean an Employee who has been granted an Award under the
Plan.

"Plan Administrator" shall have the meaning set forth in Section 10.

"Restricted Stock" shall mean an Award of Common Stock that is subject to the
terms, conditions, restrictions and limitations described or referred to in
Section 7(c)(iii) and Section 7(d).

"SAR" shall mean a stock appreciation right that is subject to the terms,
conditions, restrictions and limitations described or referred to in Section
7(b) and Section 7(d).

"Section 16(a) Officer" shall mean an Employee who is subject to the reporting
requirements of Section 16(a) of the 1934 Act.

"Stock Award" shall have the meaning set forth in Section 7(c)(i).

"Stock Payment" shall mean a stock payment that is subject to the terms,
conditions and limitations described or referred to in Section 7(c)(ii) and
Section 7(d).

"Stock Unit" shall mean a stock unit that is subject to the terms, conditions
and limitations described or referred to in Section 7(c)(v) and Section 7(d).

"Subsidiary" shall mean any corporation that at the time qualifies as a
subsidiary of the Company under the definition of "subsidiary corporation" in
Section 424(f) of the Code, as amended from time to time. Notwithstanding the
foregoing, the Committee, in its sole and absolute discretion, may determine
that any entity in which the Company has a significant equity or other interest
is a "Subsidiary."

"1934 Act" shall mean the Securities Exchange Act of 1934, as amended, including
the rules and regulations promulgated thereunder and any successor thereto.

4. The Committee

(a) Committee Authority. The Committee shall have full and exclusive power
to administer and interpret the Plan, to grant Awards and to adopt such
administrative rules, regulations, procedures and guidelines governing the Plan
and the Awards as it deems appropriate, in its sole discretion, from time to
time. The Committee's authority shall include, but not be limited to, the
authority to (i) determine the type of Awards to be granted under the Plan; (ii)
select Award recipients and determine the extent of their participation; and
(iii) establish all other terms, conditions and limitations applicable to
Awards, Award programs and the shares of Common Stock issued pursuant thereto.
The Committee may accelerate or defer the vesting or payment of Awards, cancel
or modify outstanding Awards, waive any conditions or restrictions imposed with
respect to Awards or the Common Stock issued pursuant to Awards and make any and
all other determinations that it deems appropriate with respect to the
administration of the Plan, subject to the limitations contained in Sections
4(d) and 7(d) and Section 409A of the

Code with respect to all Participants, and subject to the provisions of Section
162(m) of the Code with respect to Covered Employees.

(b) Administration of the Plan. The administration of the Plan shall be
managed by the Committee. The Committee shall have the power to prescribe and
modify, as necessary, the form of Award Agreement, to correct any defect, supply
any omission or clarify any inconsistency in the Plan and/or in any Award
Agreement and to take such actions and make such administrative determinations
that the Committee deems appropriate in its sole discretion. Any decision of the
Committee in the administration of the Plan, as described herein, shall be
final, binding and conclusive on all parties concerned, including the Company,
its stockholders and Subsidiaries and all Participants.

(c) Delegation of Authority. To the extent permitted by applicable law, the
Committee may at any time delegate to one or more officers or directors of the
Company some or all of its authority over the administration of the Plan, with
respect to persons who are not Section 16(a) Officers or Covered Employees.

(d) Prohibition Against Repricing. Notwithstanding any provision of this
Plan to the contrary, in no event shall (i) any repricing (within the meaning of
U.S. generally accepted accounting principles or any applicable stock exchange
rule) of Awards issued under the Plan be permitted at any time under any
circumstances, or (ii) any new Awards be issued in substitution for outstanding
Awards previously granted to Participants if such action would be considered a
repricing (within the meaning of U.S. generally accepted accounting principles
or any applicable stock exchange rule).

(e) Indemnification. No member of the Committee nor any other person to
whom any duty or power relating to the administration or interpretation of the
Plan has been delegated shall be personally liable for any action or
determination made with respect to the Plan, except for his or her own willful
misconduct or as expressly provided by statute. The members of the Committee and
its delegates shall be entitled to indemnification and reimbursement from the
Company. In the performance of its functions under the Plan, the Committee (and
each member of the Committee and its delegates) shall be entitled to rely upon
information and advice furnished by the Company's officers, accountants, counsel
and any other party they deem appropriate, and neither the Committee nor any
such person shall be liable for any action taken or not taken in reliance upon
any such advice.

5. Participation

(a) Eligible Employees. Subject to Section 7(a)(i), the Committee shall
determine which Employees shall be eligible to receive Awards under the Plan.

(b) Participation by Subsidiaries. Employees of Subsidiaries may
participate in the Plan upon approval of Awards to such Employees by the
Committee. A Subsidiary's participation in the Plan may be conditioned upon the
Subsidiary's agreement to reimburse the Company for costs and expenses of such
participation, as determined by the Company. The Committee may terminate the
Subsidiary's participation in the Plan at any time and for any reason. If a
Subsidiary's participation in the Plan shall terminate, such termination shall
not relieve it of any obligations theretofore incurred by it under the Plan,
except with the approval of the Committee, and the Committee shall determine, in
its sole discretion, the extent to which Employees of the Subsidiary may
continue to participate in the Plan with respect to previously granted Awards.
Unless the Committee determines otherwise, a Subsidiary's participation in the
Plan upon the sale or disposition of such Subsidiary to any person or entity
that is not directly or indirectly controlled by the Company shall terminate;
provided, however, that such termination shall not relieve such Subsidiary of
any of its obligations to the Company theretofore incurred by it under the Plan,
except with the approval of the Committee. Notwithstanding the foregoing, unless
otherwise specified by the Committee, upon any such Subsidiary ceasing to be
under the direct or indirect control of the Company, the employees of such
Subsidiary shall be deemed to have terminated employment for purposes of the
Plan.

(c) Participation outside of the United States. In order to facilitate the
granting of Awards to Employees who are foreign nationals or who are employed
outside of the U.S., the Committee may provide for such special terms and
conditions, including, without limitation, substitutes for Awards, as the
Committee may consider

necessary or appropriate to accommodate differences in local law, tax policy or
custom. The Committee may approve any supplements to, or amendments,
restatements or alternative versions of this Plan as it may consider necessary
or appropriate for the purposes of this Section 5(c) without thereby affecting
the terms of this Plan as in effect for any other purpose, and the Secretary or
other appropriate officer of the Company may certify any such documents as
having been approved and adopted pursuant to properly delegated authority;
provided, that no such supplements, amendments, restatements or alternative
versions shall include any provisions that are inconsistent with the intent and
purpose of this Plan, as then in effect; and further provided that any such
action taken with respect to a Covered Employee shall be taken in compliance
with Section 162(m) of the Code.

6. Available Shares of Common Stock

(a) Shares Subject to the Plan. Common Stock issued pursuant to Awards
granted under the Plan may be shares that have been authorized but unissued, or
have been previously issued and reacquired by the Company, or both. Reacquired
shares may consist of shares purchased in open market transactions or otherwise.
Subject to the following provisions of this Section 6, the maximum aggregate
number of shares of Common Stock that may be issued to Participants pursuant to
Awards granted under the Plan shall be 5 million shares of Common Stock,
provided that not more than 1 million shares may be issued as Awards of
incentive stock options as defined by Section 422 of the Code.

(a)(1) Evergreen Share Reserve Increase.

Notwithstanding Section 6(a) hereof and subject to the
provisions of Section 6(f) relating to adjustments, on the day of each annual
meeting of stockholders of the Company (the "Calculation Date") for a period of
nine (9) years, commencing with the annual meeting of stockholders in 2006, the
aggregate number of shares of Common Stock that is available for issuance under
the Plan shall automatically be increased by that number of shares equal to the
five percent (5%) of the Diluted Shares Outstanding or such lesser number of
shares as determined by the Board.

"Diluted Shares Outstanding" shall mean, as of any date, (1)
the number of outstanding shares of Common Stock of the Company on such
Calculation Date, plus (2) the number of shares of Common Stock issuable upon
such Calculation Date assuming the conversion of all outstanding convertible
securities, plus (3) the additional number of dilutive Common Stock equivalent
shares outstanding as the result of any options or warrants outstanding during
the fiscal year, calculated using the treasury stock method.

(b) Forfeited Awards. Awards or portions of Awards made under the Plan
which, at any time, are forfeited, expire or are canceled or settled without
issuance of shares shall not count towards the maximum number of shares that may
be issued under the Plan as set forth in Section 6(a) and shall be available for
future Awards under the Plan.

(c) Shares Used to Pay Exercise Price and Taxes. As may be permitted by the
Committee, if a Participant pays the exercise price of an Option by surrendering
previously owned shares, or arranges to have the appropriate number of shares
otherwise issuable upon exercise withheld, and/or surrenders shares or has
shares withheld to cover the withholding tax liability associated with an Option
exercise or vesting of an Award, shares issued in respect of any Award equal in
number to the number of surrendered and/or withheld shares shall not count
towards the maximum number of shares that may be issued under the Plan as set
forth in Section 6(a) and shall be available for future awards under the Plan.

(d) Other Items Not Included in Allocation. The maximum number of shares
that may be issued under the Plan as set forth in Section 6(a) shall not be
affected by (i) the payment in cash of dividends or dividend equivalents in
connection with outstanding Awards; (ii) the granting or payment of
stock-denominated Awards that by their terms may be settled only in cash; or
(iii) Awards that are granted through the assumption of, or in substitution for,
outstanding awards previously granted to individuals who have become Employees
as a result of a merger, consolidation, or acquisition or other corporate
transaction involving the Company or a Subsidiary.

(e) Other Limitations on Shares that May be Granted under the Plan. Subject
to Section 6(f), the aggregate number of shares of Common Stock that may be
granted to any single individual during any calendar year in the form of Options
and/or SARs shall not exceed 1 million.

(f) Adjustments. In the event of any change in the Company's capital
structure on account of any extraordinary dividend, stock dividend, stock split,
reverse stock split, combination or exchange of equity securities, merger,
consolidation, recapitalization, reorganization, divestiture or other
distribution (other than ordinary cash dividends) of assets to stockholders, or
any other similar event affecting the Company's capital structure, the Committee
may make such adjustments as it may deem appropriate to (i) the maximum number
of shares of Common Stock that may be issued under the Plan as set forth in
Section 6(a); (ii) to the extent permitted under Section 162(m) of the Code, the
maximum number of shares that may be granted pursuant to Section 6(e); (iii) the
number or kind of shares subject to an outstanding Award; (iv) subject to the
limitation contained in Section 4(d), the exercise price applicable to an
outstanding Award; and/or (v) any measure of performance that relates to an
outstanding Award in order to reflect such change in the Common Stock. Any
adjustment to ISOs under this Section 6(f) shall be made only to the extent not
constituting a "modification" within the meaning of Section 424(h)(3) of the
Code, and any adjustments under this Section 6(f) shall be made in a manner that
does not adversely affect the exemption provided pursuant to Rule 16b-3 under
the 1934 Act. With respect to Awards subject to Section 409A of the Code, any
adjustments or substitutions under this Section 6(f) shall conform to the
requirements of Section 409A of the Code. Furthermore, with respect to Awards
intended to qualify as "performance-based compensation" under Section 162(m) of
the Code, such adjustments or substitutions shall be made only to the extent
that the Committee determines that such adjustments or substitutions may be made
without causing the Company to be denied a tax deduction on account of Section
162(m) of the Code. The Company shall give each Participant notice of an
adjustment or substitution hereunder and, upon notice, such adjustment or
substitution shall be conclusive and binding for all purposes.

7. Awards Under The Plan

Awards under the Plan may be granted as Options, SARs or Stock Awards, as
described below. Awards may be granted singly, in combination or in tandem as
determined by the Committee, in its sole discretion.

(a) Options. Options granted under the Plan may be Nonqualified Stock
Options or ISOs or any other type of stock option permitted under the Code.
Options shall expire after such period, not to exceed ten (10) years, as may be
determined by the Committee. If an Option is exercisable in installments, such
installments or portions thereof that become exercisable shall remain
exercisable until the Option expires or is otherwise canceled pursuant to its
terms. Except as otherwise provided in Sections 7(a) and (d), Awards of
Nonqualified Stock Options shall be subject to the terms, conditions,
restrictions, and limitations determined by the Committee, in its sole
discretion, from time to time.

(i) ISOs. The terms and conditions of any ISOs granted hereunder shall
be subject to the provisions of Section 422 of the Code and, and except as
provided in Section 7(d), the terms, conditions, limitations and
administrative procedures established by the Committee, from time to time
in accordance with the Plan. At the discretion of the Committee, ISOs may
be granted to any employee of the Company and its parent or any subsidiary
of the Company, as such terms are defined in Sections 424(e) and (f) of the
Code.

(ii) Reload Options. No Reload Options shall be granted.

(iii) Exercise Price. The Committee shall determine the exercise price
per share for each Option, which shall not be less than 100% of the Fair
Market Value at the time of grant.

(iv) Exercise of Options. Upon satisfaction of the applicable
conditions relating to vesting and exercisability, as determined by the
Committee, and upon payment in full of the exercise price and applicable
taxes due, the Participant shall be entitled to exercise the Option and
receive the number of shares of Common Stock issuable in connection with
the Option exercise. The shares issued in connection with the Option
exercise may be subject to such conditions and restrictions as the
Committee may

determine, from time to time. The exercise price of an Option and
applicable withholding taxes relating to an Option exercise may be paid by
methods permitted by the Committee from time to time including, but not
limited to, (1) a cash payment in U.S. dollars; (2) tendering (either
actually or by attestation) shares of Common Stock owned by the Participant
for at least six (6) months, valued at the fair market value at the time of
exercise; (3) arranging to have the appropriate number of shares of Common
Stock issuable upon the exercise of an Option withheld or sold; or (4) any
combination of the above. Additionally, the Committee may provide that an
option may be "net exercised", meaning that upon the exercise of an Option
or any portion thereof, the Company shall deliver the greatest number of
whole shares of Common Stock having a fair market value on the date of
exercise not in excess of the difference between the aggregate fair market
value of the shares of Common Stock subject to the Option (or the portion
of such Option then being exercised) and the aggregate exercise price for
all such shares of Common Stock under the Option (or the portion thereof
then being exercised), with any fractional share that would result from
such equation to be payable in cash.

(v) ISO Grants to 10% Stockholders. Notwithstanding anything to the
contrary in this Section 7(a), if an ISO is granted to a Participant who
owns stock representing more than ten percent of the voting power of all
classes of stock of the Company or of a subsidiary or parent, as such terms
are defined in Section 424(e) and (f) of the Code, the term of the Option
shall not exceed five (5) years from the time of grant of such Option and
the exercise price shall be at least 110 percent (110%) of the Fair Market
Value (at the time of grant) of the Common Stock subject to the Option.

(vi) $100,000 Per Year Limitation for ISOs. To the extent the
aggregate Fair Market Value (determined at the time of grant) of the Common
Stock for which ISOs are exercisable for the first time by any Participant
during any calendar year (under all plans of the Company) exceeds $100,000,
such excess ISOs shall be treated as Nonqualified Stock Options.

(vii) Disqualifying Dispositions. Each Participant awarded an ISO
under the Plan shall notify the Company in writing immediately after the
date he or she makes a disqualifying disposition of any shares of Common
Stock acquired pursuant to the exercise of such ISO. Such notice shall be
in writing and directed to the Secretary of the Company. A disqualifying
disposition is any disposition (including any sale) of such Common Stock
before the later of (i) two years after the time of grant of the ISO or
(ii) one year after the date the Participant acquired the shares of Common
Stock by exercising the ISO. The Company may, if determined by the
Committee and in accordance with procedures established by it, retain
possession of any shares of Common Stock acquired pursuant to the exercise
of an ISO as agent for the applicable Participant until the end of the
period described in the preceding sentence, subject to complying with any
instructions from such Participant as to the sale of such Stock.

(b) Stock Appreciation Rights. A SAR represents the right to receive a
payment in cash, Common Stock, or a combination thereof, in an amount equal to
the excess of the fair market value of a specified number of shares of Common
Stock at the time the SAR is exercised over the exercise price of such SAR which
shall be no less than 100% of the Fair Market Value of the same number of shares
at the time the SAR was granted. Any such substitution of a SAR for an Option
granted to a Covered Employee may only be made in compliance with the provisions
of Section 162(m) of the Code. Except as otherwise provided in Section 7(d),
Awards of SARs shall be subject to the terms, conditions, restrictions and
limitations determined by the Committee, in its sole discretion, from time to
time; provided, however, that no Participant who is subject to United States
federal income tax shall be awarded a SAR unless the Committee determines that
such SAR does not provide for the deferral of compensation within the meaning of
Section 409A of the Code. Stock appreciation rights may not be exercisable later
than ten (10) years after their date of grant.

(i) Form of Awards. The Committee may grant Awards ("Stock Awards")
that are payable in shares of Common Stock or denominated in units
equivalent in value to shares of Common Stock or are otherwise based on or
related to shares of Common Stock, including, but not limited to, Awards of
Restricted Stock, Deferred Stock and Stock Units. Except as otherwise
provided in Section 7(d), Stock

Awards shall be subject to such terms, conditions, restrictions and
limitations as the Committee may determine to be applicable to such Stock
Awards, in its sole discretion, from time to time.

(ii) Stock Payment. If not prohibited by applicable law and to the
extent allowed by Section 7(d) of the Plan, the Committee may issue
unrestricted shares of Common Stock, alone or in tandem with other Awards,
in such amounts and subject to such terms and conditions as the Committee
shall from time to time in its sole discretion determine. A Stock Payment
under the Plan may be granted as, or in payment of, a bonus (including
without limitation any compensation that is intended to qualify as
performance-based compensation for purposes of Section 162(m) of the Code),
or to provide incentives or recognize special achievements or
contributions. Any shares of Common Stock used for such payment may be
valued at a fair market value at the time of payment as determined by the
Committee in its sole discretion.

(iii) Restricted Stock. Except as otherwise provided in Section 7(d),
Awards of Restricted Stock shall be subject to the terms, conditions,
restrictions, and limitations determined by the Committee, in its sole
discretion, from time to time. The number of shares of Restricted Stock
allocable to an Award under the Plan shall be determined by the Committee
in its sole discretion.

(iv) Deferred Stock. Except as otherwise provided in Section 7(d),
Awards of Deferred Stock shall be subject to the terms, conditions,
restrictions and limitations determined by the Committee, in its sole
discretion, from time to time. A Participant who receives an Award of
Deferred Stock shall be entitled to receive the number of shares of Common
Stock allocable to his or her Award, as determined by the Committee in its
sole discretion, from time to time, at the end of a specified deferral
period determined by the Committee. Awards of Deferred Stock represent only
an unfunded, unsecured promise to deliver shares in the future and do not
give Participants any greater rights than those of an unsecured general
creditor of the Company.

(v) Stock Units. A Stock Unit is an Award denominated in shares of
Common Stock that may be settled either in shares of Common Stock or in
cash, in the discretion of the Committee, and, except as otherwise provided
in Section 7(d), shall be subject to such other terms, conditions,
restrictions and limitations determined by the Committee from time to time
in its sole discretion.

(d) Minimum Vesting. Notwithstanding any provision of this Plan to the
contrary and except as provided in this Section 7(d), Section 7(a)(ii), Section
7(e) and Section 13, Awards shall not vest more slowly than ratably over a
five-year period and shall not vest more rapidly than ratably over a one-year
period; provided, however, that (i) the Committee may, in its sole discretion,
provide for a different vesting period as the Committee may deem appropriate;
(ii) the Company may, in its sole discretion, provide for accelerated vesting of
any such Award on account of a Participant's retirement, death, disability,
leave of absence, termination of employment, the sale or other disposition of a
Participant's employer or any other similar event, and (iii) the Committee may,
in its sole discretion, provide for accelerated vesting of any such Award upon
the achievement of performance criteria specified by the Committee, as provided
in Section 7(e), related to a period of performance of not less than one year.

(e) Performance Criteria. At the discretion of the Committee, awards may be
made subject to or may vest on an accelerated basis upon the achievement of
performance criteria related to a period of performance of not less than one
year, which may be established on a Company-wide basis or with respect to one or
more business units or divisions or Subsidiaries and may be based upon the
attainment of criteria as may be determined by the Committee. The performance
goals may be based upon one or more of the following criteria: (i) income before
or after taxes (including income before interest, taxes, depreciation and
amortization); (ii) earnings per share; (iii) return on common equity; (iv)
expense management; (v) return on investment; (vi) stock price; (vii) revenue
growth; (viii) efficiency ratio; (ix) credit quality; (x) ratio of
non-performing assets to performing assets; (xi) shareholder value added; (xii)
return on assets; and (xiii) profitability or performance of identifiable
business units. In addition, to the degree consistent with Section 162(m) of the
Code (or any successor section thereto), the performance goals may be calculated
without regard to extraordinary items. When establishing performance criteria
for any performance period, the Committee may exclude any or all "extraordinary
items" as determined under U.S. generally accepted accounting principles
including, without limitation, the charges or costs associated with
restructurings of the Company or any Subsidiary, discontinued operations, other
unusual or non-recurring items, and

the cumulative effects of accounting changes. The Committee may also adjust the
performance criteria for any performance period as it deems equitable in
recognition of unusual or non-recurring events affecting the Company, changes in
applicable tax laws or accounting principles, or such other factors as the
Committee may determine. The Committee shall determine whether, with respect to
a performance period, the applicable performance goals have been met with
respect to a given Participant and, if they have, to so certify and ascertain
the amount of the applicable Award. No performance-based Awards will be paid for
such performance period until the Committee makes such certification. The amount
of the Performance-Based Award actually paid to a given Participant may be less
than the amount determined by the applicable performance goal formula, at the
discretion of the Committee. The amount of the Performance-Based Award
determined by the Committee for a performance period shall be paid to the
Participant at such time as determined by the Committee in its sole discretion
after the end of such performance period.

(f) Employee Status. For purposes of determining the applicability of
Section 422 of the Code (relating to ISOs), or in the event that the terms of
any Option provide that it may be exercised only during employment or within a
specified period of time after termination of employment, the Committee may
decide to what extent leaves of absence for governmental or military service,
illness, temporary disability, or other reasons shall not be deemed
interruptions of continuous employment.

In the event that the terms of any Stock Award or the grant of any Option
provide that shares may be issued or become transferable and nonforfeitable
thereunder only after completion of a specified period of employment, the
Committee may decide in each case to what extent leaves of absence for
governmental or military service, illness, temporary disability, or other
reasons shall not be deemed interruptions of continuous employment.

8. Forfeiture Provisions Following a Termination of Employment

In any instance where the rights of a Participant with respect to an Award
extend past the date of termination of a Participant's employment, all of such
rights shall terminate and be forfeited, if, in the determination of the
Committee, the Participant, at any time subsequent to his or her termination of
employment engages, directly or indirectly, either personally or as an employee,
agent, partner, stockholder, officer or director of, or consultant to, any
entity or person engaged in any business in which the Company or its affiliates
is engaged, in conduct that breaches any obligation or duty of such Participant
to the Company or a Subsidiary or that is in material competition with the
Company or a Subsidiary or is materially injurious to the Company or a
Subsidiary, monetarily or otherwise, which conduct shall include, but not be
limited to, (i) disclosing or misusing any confidential information pertaining
to the Company or a Subsidiary; (ii) any attempt, directly or indirectly to
induce any employee or agent of the Company or any Subsidiary to be employed or
perform services elsewhere or (iii) any attempt by a Participant directly or
indirectly to solicit the trade of any customer or supplier or prospective
customer or supplier of the Company or any Subsidiary or (iv) disparaging the
Company, any Subsidiary or any of their respective officers or directors. The
Committee shall make the determination of whether any conduct, action or failure
to act falls within the scope of activities contemplated by this Section 8, in
its sole discretion. For purposes of this Section 8, a Participant shall not be
deemed to be a stockholder of a competing entity if the Participant's record and
beneficial ownership amount to not more than one percent (1%) of the outstanding
capital stock of any company subject to the periodic and other reporting
requirements of the 1934 Act.

9. Dividends and Dividend Equivalents

The Committee may, in its sole discretion, provide that Stock Awards shall earn
dividends or dividend equivalents. Such dividends or dividend equivalents may be
paid currently or may be credited to an account maintained on the books of the
Company. Any payment or crediting of dividends or dividend equivalents will be
subject to such terms, conditions, restrictions and limitations as the Committee
may establish, from time to time, in its sole discretion, including, without
limitation, reinvestment in additional shares of Common Stock or common share
equivalents. Any shares purchased by or on behalf of Participants in a dividend
reinvestment program established under the Plan shall not count towards the
maximum number of shares that may be issued under the Plan as set forth in
Section 6(a), provided that such shares are purchased in open-market
transactions or are treasury shares purchased directly from the Company at fair
market value at the time of purchase. Unless the Committee determines otherwise,
Section 16(a) Officers may not participate in dividend reinvestment programs
established under the Plan.

10. Voting

The Committee shall determine whether a Participant shall have the right to
direct the vote of shares of Common Stock allocated to a Stock Award. If the
Committee determines that an Award shall carry voting rights, the shares
allocated to such Award shall be voted by such person as the Committee may
designate (the "Plan Administrator") in accordance with instructions received
from Participants (unless to do so would constitute a violation of fiduciary
duties or any applicable exchange rules). Shares subject to Awards as to which
no instructions are received shall be voted by the Plan Administrator
proportionately in accordance with instructions received from Participants
(unless to do so would constitute a violation of fiduciary duties or any
applicable exchange rules).

11. Payments and Deferrals

Payment of vested Awards may be in the form of cash, Common Stock or
combinations thereof as the Committee shall determine, subject to such terms,
conditions, restrictions and limitations as it may impose. The Committee may (i)
postpone the exercise of Options or SARs (but not beyond their expiration
dates), (ii) require or permit Participants to elect to defer the receipt or
issuance of shares of Common Stock pursuant to Awards or the settlement of
Awards in cash under such rules and procedures as it may establish, in its
discretion, from time to time, (iii) provide for deferred settlements of Awards
including the payment or crediting of earnings on deferred amounts, or the
payment or crediting of dividend equivalents where the deferred amounts are
denominated in common share equivalents, (iv) stipulate in any Award Agreement,
either at the time of grant or by subsequent amendment, that a payment or
portion of a payment of an Award be delayed in the event that Section 162(m) of
the Code (or any successor or similar provision of the Code) would disallow a
tax deduction by the Company for all or a portion of such payment; provided,
that the period of any such delay in payment shall be until the payment, or
portion thereof, is tax deductible, or such earlier date as the Committee shall
determine in its sole discretion. Notwithstanding the forgoing, the Committee
shall not take any action described in the preceding sentence unless it
determines that such action will not result in any adverse tax consequences for
any Participant under Section 409A of the Code without the express written
consent of the affected Participant.

12. Nontransferability

Awards granted under the Plan, and during any period of restriction on
transferability, shares of Common Stock issued in connection with the exercise
of an Option or a SAR, may not be sold, pledged, hypothecated, assigned,
margined or otherwise transferred in any manner other than by will or the laws
of descent and distribution, unless and until the shares underlying such Award
have been issued, and all restrictions applicable to such shares have lapsed or
have otherwise been waived by the Committee. No Award or interest or right
therein shall be subject to the debts, contracts or engagements of a Participant
or his or her successors in interest or shall be subject to disposition by
transfer, alienation, anticipation, pledge, encumbrance, assignment or any other
means whether such disposition be voluntary or involuntary or by operation of
law, by judgment, lien, levy, attachment, garnishment or any other legal or
equitable proceedings (including bankruptcy and divorce), and any attempted
disposition thereof shall be null and void, of no effect, and not binding on the
Company in any way. Notwithstanding the foregoing, the Committee may, in its
sole discretion, permit (on such terms, conditions and limitations as it may
establish) Nonqualified Stock Options and/or shares issued in connection with an
Option or a SAR exercise that are subject to restrictions on transferability, to
be transferred one time to a member of a Participant's immediate family or to a
trust or similar vehicle for the benefit of a Participant's immediate family
members. During the lifetime of a Participant, all rights with respect to Awards
shall be exercisable only by such Participant or, if applicable pursuant to the
preceding sentence, a permitted transferee.

13. Change of Control

(a) Notwithstanding any provision of this Plan to the contrary, the
Committee may, in its sole discretion, at the time an Award is made hereunder or
at any time prior to, coincident with or after the time of a Change of Control:

(i) provide for the acceleration of any time periods relating to the
vesting, exercise, payment or distribution of such Awards so that such
Awards may be vested, exercised, paid or distributed in full on or before a
date fixed by the Committee;

(ii) provide for the purchase of such Awards, upon the Participant's
request, for an amount of cash equal to the amount that could have been
obtained upon the exercise, payment or distribution of such rights had such
Awards been currently exercisable or payable;

(iii) provide for the termination of any then outstanding Awards or
make any other adjustment to the Awards then outstanding as the Committee
deems necessary or appropriate to reflect such transaction or change; or

(iv) cause the Awards then outstanding to be assumed, or new rights
substituted therefore, by the surviving corporation in such change.

(b) A "Change of Control" shall be deemed to occur if and when:

(i) any person, including a "person" as such term is used in Section
14(d)(2) of the 1934 Act (a "Person"), is or becomes a beneficial owner (as
such term is defined in Rule 13d-3 under the Act), directly or indirectly,
of securities of the Company representing 25 percent (25%) or more of the
combined voting power of the Company's then outstanding securities;

(ii) any plan or proposal for the dissolution or liquidation of the
Company is adopted by the stockholders of the Company;

(iii) individuals who, as of the effective date of the Plan,
constitute the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the effective date of this
Plan whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of office occurs
as a result of either an actual or threatened election contest (as such
terms are used in Rule 14a-11 of Regulation 14A promulgated under the Act)
or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board;

(iv) all or substantially all of the assets of the Company are sold,
transferred or distributed; or

(v) there occurs a reorganization, merger, consolidation or other
corporate transaction involving the Company (a "Transaction"), in each
case, with respect to which the stockholders of the Company immediately
prior to such Transaction do not, immediately after the Transaction, own
more than 50 percent (50%) of the combined voting power of the Company or
other corporation resulting from such Transaction in substantially the same
respective proportions as such stockholders' ownership of the voting power
of the Company immediately before such Transaction.

Should any event constitute a Change of Control for purposes of the Plan, but
not constitute a change of control within the meaning of Section 409A of the
Code, if necessary to avoid adverse tax consequences to any Participant, no
payment or distribution shall be made to any affected Participant by reason of
such Change of Control without the express written consent of the affected
Participant.

14. Award Agreements

Each Award under the Plan shall be evidenced by an Award Agreement that sets
forth the terms, conditions, restrictions and limitations applicable to the
Award, including, but not limited to, the provisions governing vesting,
exercisability, payment, forfeiture, and termination of employment, all or some
of which may be incorporated by reference into one or more other documents
delivered or otherwise made available to Participant in connection with an
Award. The Committee need not require the execution of such document by the
Participant, in which case acceptance of the Award by the Participant shall
constitute agreement by the Participant to the terms, conditions, restrictions
and limitations set forth in the Plan and the Award Agreement as well as the
administrative guidelines and practices of the Company in effect from time to
time.

15. Tax Withholding

The Company and its Subsidiaries shall have the right to require payment of, or
may deduct from any payment made under the Plan or otherwise to a Participant,
or may permit shares to be tendered or sold, including shares of Common Stock
delivered or vested in connection with an Award, in an amount sufficient to
cover withholding of any federal, state, local, foreign or other governmental
taxes or charges required by law or such greater amount of withholding as the
Committee shall determine from time to time and to take such other action as may
be necessary to satisfy any such withholding obligations. The value of any
shares allowed to be withheld or tendered for tax withholding may not exceed the
amount allowed consistent with fixed plan accounting in accordance with U.S.
generally accepted accounting principles, to the extent applicable. It shall be
a condition to the obligation of the Company to issue Common Stock upon the
exercise of an Option or a SAR that the Participant pay to the Company, on
demand, such amount as may be requested by the Company for the purpose of
satisfying any tax withholding liability. If the amount is not paid, the Company
may refuse to issue shares.

16. Other Benefit and Compensation Programs

Awards received by Participants under the Plan shall not be deemed a part of a
Participant's regular, recurring compensation for purposes of calculating
payments or benefits from any Company benefit plan or severance program unless
specifically provided for under the plan or program. Unless specifically set
forth in an Award Agreement, Awards under the Plan are not intended as payment
for compensation that otherwise would have been delivered in cash.

17. Unfunded Plan

Unless otherwise determined by the Committee, the Plan shall be unfunded and
shall not create (or be construed to create) a trust or a separate fund or
funds. The Plan shall not establish any fiduciary relationship between the
Company and any Participant or other person. To the extent any Participant holds
any rights by virtue of an Award granted under the Plan, such rights shall
constitute general unsecured liabilities of the Company and shall not confer
upon any Participant or any other person or entity any right, title, or interest
in any assets of the Company.

18. Expenses of the Plan

The expenses of the administration of the Plan shall be borne by the Company and
its Subsidiaries. The Company may require Subsidiaries to pay for the Common
Stock issued under the Plan.

19. Rights as a Stockholder

Unless the Committee determines otherwise, a Participant shall not have any
rights as a stockholder with respect to shares of Common Stock covered by an
Award until the date the Participant becomes the holder of record with respect
to such shares. No adjustment will be made for dividends or other rights for
which the record date is prior to such date, except as provided in Section 9.

20. Future Rights

No Employee shall have any claim or right to be granted an Award under the Plan.
There shall be no obligation of uniformity of treatment of Employees under the
Plan. The Company and its Subsidiaries may adopt other compensation programs,
plans or arrangements as it deems appropriate or necessary. The adoption of the
Plan shall not confer upon any Employee any right to employment or continued
employment in any particular position or at any particular rate of compensation,
nor shall it interfere in any way with the right of the Company or a Subsidiary
to terminate the employment of its Employees at any time, free from any claim or
liability under the Plan.

21. Amendment and Termination

The Plan may be amended, suspended or terminated at any time by the Board,
provided that no amendment shall be made without stockholder approval, if
stockholder approval is required under then applicable law, including any
applicable tax, stock exchange or accounting rules, and further provided that no
amendment to the Plan shall violate the prohibition on repricing contained in
Section 4(d). With respect to Awards subject to Section 409A of the Code, unless
the Committee determines otherwise, any amendment, suspension or termination of
the Plan shall conform to the requirements of Section 409A of the Code. No
termination, suspension or amendment of the Plan shall adversely affect the
right of any Participant with respect to any Award theretofore granted, as
determined by the Committee, without such Participant's written consent. Unless
terminated earlier by the Board, the Plan will terminate on December 28, 2015.

22. Successors and Assigns

The Plan and Awards made thereunder shall be binding on all successors and
assigns of the Company and each Participant, including, without limitation, the
estate of such Participant and the executor, administrator or trustee of such
estate, or any receiver or trustee in bankruptcy or representative of the
Participant's creditors.

23. Governing Law

The Plan and all agreements entered into under the Plan shall be construed in
accordance with and governed by the laws of the state of the Company's
incorporation, without reference to such state's principles of conflict of laws.

24. Rules of Construction. Headings are given to the sections of this Plan
solely as a convenience to facilitate reference. The reference to any statute,
regulation, or other provision of law shall be construed to refer to any
amendment to or successor of such provision of law.

25. Compliance with Law and Approval of Regulatory Bodies. No Option shall be
exercisable, no Common Stock shall be issued, no certificates for shares of
Common Stock shall be delivered, and no payment shall be made under this Plan
except in compliance with all applicable federal and state laws and regulations
(including, without limitation, withholding tax requirements), any listing
agreement to which the Company is a party, and the rules of all domestic stock
exchanges on which the Company's shares may be listed. The Company shall have
the right to rely on an opinion of its counsel as to such compliance. Any share
certificate issued to evidence Common Stock when a Stock Award is granted or for
which an Option is exercised may bear such legends and statements as the
Committee may deem advisable to assure compliance with federal and state laws
and regulations. No Common Stock shall be issued, no certificate for shares
shall be delivered and no payment shall be made under this Plan until the
Company has obtained such consent or approval as the Committee may deem
advisable from regulatory bodies having jurisdiction over such matters.

COMPUPRINT, INC.

PROXY

TO VOTE YOUR PROXY BY MAIL

Mark, sign and date your proxy card below, detach it and return it in the
postage-paid envelope provided.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Kenneth Oh and Kimberly Reilly, and each of them, as
proxies, each with the power to appoint his/her substitute, and authorizes each
of them to represent and to vote, as designated on the reverse hereof, all of
the shares of common stock of CompuPrint, Inc. held of record by the undersigned
at the close of business on September 25, 2006 at the Special Meeting of
Shareholders of CompuPrint, Inc. to be held on November 3, 2006 or at any
adjournment thereof.

UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED IN FAVOR OF
ALL PROPOSALS, AS MORE SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT. IF
SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE
THEREWITH.

PROXY

PLEASE MARK
YOUR VOTES [X]
LIKE THIS

THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE
VOTED "FOR" THE PROPOSALS.

FOR AGAINST ABSTAIN
1. Approval of proposed
corporate name change to
"Terra Energy & Resource
Technologies, Inc."

2. Approval of a proposed
change in the state of
incorporation of the
Company from North
Carolina to Delaware.

3. Approval of an increase
in the number of
authorized shares of the
Company's common stock
and preferred stock.

4. Approval of the
Company's 2005 Stock
Incentive Plan.

COMPANY ID:
PROXY NUMBER:
ACCOUNT NUMBER:

SIGNATURE_______________________ SIGNATURE_______________________ DATE__________
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED
OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.

- --------------------------------------------------------------------------------

Terra Energy & Resource (TEGR) PRE 14APreliminary proxy