<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>exhbit99_1.txt
<DESCRIPTION>99.1
<TEXT>
                                                               EXECUTION VERSION

                                                                    Exhibit 99.1

                          AGREEMENT AND PLAN OF MERGER


                                  BY AND AMONG


                           COUGAR BIOTECHNOLOGY, INC.
                                GVC VENTURE CORP.
                                       AND
                              GVC ACQUISITION CORP.


                                  JUNE 27, 2005




<PAGE>


                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

ARTICLE I DEFINITIONS..........................................................1
ARTICLE II MERGER..............................................................5
   2.1     Effects of Merger...................................................5
   2.2     Effect on Cougar Capital Stock and GVC Acquisition Capital Stock....6
   2.3     Rights of Holders of Cougar Capital Stock...........................7
   2.4     Procedure for Exchange of Cougar Common Stock.......................7
   2.5     Dissenting Shares...................................................9
   2.6     Directors and Officers of the Surviving Corporation.................9
   2.7     Directors and Officers of GVC.......................................9
ARTICLE III REPRESENTATIONS AND WARRANTIES OF COUGAR..........................10
   3.1     Organization and Qualification.....................................10
   3.2     Authority Relative to this Agreement; Non-Contravention............10
   3.3     Capitalization.....................................................11
   3.4     Litigation.........................................................11
   3.5     No Brokers or Finders..............................................11
   3.6     Tax Matters........................................................12
   3.7     Contracts and Commitments..........................................13
   3.8     Affiliate Transactions.............................................13
   3.9     Compliance with Laws; Permits......................................14
   3.10    Financial Statements...............................................14
   3.11    Books and Records..................................................14
   3.12    Real Property......................................................14
   3.13    Insurance..........................................................14
   3.14    No Undisclosed Liabilities.........................................15
   3.15    Environmental Matters..............................................15
   3.16    Absence of Certain Developments....................................15
   3.17    Employee Benefit Plans.............................................16
   3.18    Employees..........................................................16
   3.19    Proprietary Information and Inventions.............................17
   3.20    Intellectual Property..............................................17
   3.21    Tax-Free Reorganization............................................18
   3.22    Vote Required......................................................18
   3.23    Full Disclosure....................................................18
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF GVC AND GVC ACQUISITION..........18
   4.1     Organization and Qualification.....................................18
   4.2     Authority Relative to this Agreement; Non-Contravention............19
   4.3     Capitalization.....................................................19
   4.4     Exchange Act Reports...............................................20
   4.5     Litigation.........................................................20
   4.6     Subsidiaries.......................................................20
   4.7     No Brokers or Finders..............................................21
   4.8     Tax Matters........................................................21
   4.9     Contracts and Commitments..........................................22
   4.10    Affiliate Transactions.............................................22
   4.11    Compliance with Laws; Permits......................................23

                                       i
<PAGE>

   4.12    Validity of the GVC Common Stock...................................23
   4.13    Books and Records..................................................23
   4.14    Real Property......................................................23
   4.15    Insurance..........................................................23
   4.16    No Undisclosed Liabilities.........................................24
   4.17    Environmental Matters..............................................24
   4.18    Absence of Certain Developments....................................24
   4.19    Employee Benefit Plans.............................................24
   4.20    Employees..........................................................25
   4.21    Proprietary Information and Inventions.............................25
   4.22    Intellectual Property..............................................25
   4.23    Tax Free Reorganization............................................25
   4.24    Full Disclosure....................................................25
ARTICLE V CONDUCT OF BUSINESS PENDING THE MERGER..............................26
   5.1     Conduct of Business by GVC.........................................26
   5.2     Conduct of Business by Cougar......................................26
ARTICLE VI ADDITIONAL COVENANTS AND AGREEMENTS................................26
   6.1     Governmental Filings...............................................26
   6.2     Expenses...........................................................27
   6.3     Due Diligence; Access to Information; Confidentiality..............27
   6.4     Tax Treatment......................................................28
   6.5     Press Releases.....................................................28
   6.6     Securities Reports.................................................29
   6.7     Private Placement..................................................29
   6.8     Amendment to Certificate of Incorporation of Surviving Company.....29
   6.9     Cougar Stockholders' Meeting; Materials to Stockholders............29
   6.10    No Solicitation....................................................30
   6.11    Failure to Fulfill Conditions......................................30
   6.12    Registration Rights Agreement......................................30
   6.13    Notification of Certain Matters....................................30
ARTICLE VII CONDITIONS........................................................31
   7.1     Conditions to Obligations of Each Party............................31
   7.2     Additional Conditions to Obligation of GVC and GVC Acquisition.....31
   7.3     Additional Conditions to Obligation of Cougar......................32
ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER................................33
   8.1     Termination........................................................33
ARTICLE IX GENERAL PROVISIONS.................................................35
   9.1     Notices............................................................35
   9.2     No Survival........................................................35
   9.3     Interpretation.....................................................35
   9.4     Severability.......................................................36
   9.5     Amendment..........................................................36
   9.6     Waiver.............................................................36
   9.7     Miscellaneous......................................................36
   9.8     Counterparts.......................................................36
   9.9     Third Party Beneficiaries..........................................36
   9.10    Governing Law......................................................36
   9.11    Jurisdiction; Service of Process...................................36



                                       ii
<PAGE>


39

                          AGREEMENT AND PLAN OF MERGER


     This Agreement and Plan of Merger (this  "Agreement") is entered into as of
June 27, 2005, by and among COUGAR  BIOTECHNOLOGY,  INC., a Delaware corporation
("Cougar"),   GVC  VENTURE  CORP.,  a  Delaware  corporation  ("GVC"),  and  GVC
ACQUISITION CORP., a Delaware corporation ("GVC Acquisition").

                               W I T N E S S E T H

         WHEREAS,  the Boards of  Directors of Cougar,  GVC and GVC  Acquisition
have determined that it is in the best interests of such  corporations and their
respective  stockholders  to consummate the merger of GVC  Acquisition  with and
into Cougar with Cougar as the surviving corporation (the "Merger");

         WHEREAS, GVC, as the sole stockholder of GVC Acquisition,  has approved
this Agreement,  the Merger and the transactions  contemplated by this Agreement
pursuant to action taken by written consent in accordance with the  requirements
of  the  Delaware  General  Corporation  Law  ("DGCL")  and  the  Bylaws  of GVC
Acquisition;

         WHEREAS,  pursuant to the Merger,  among other things,  the outstanding
shares of common stock of Cougar  shall be  converted  into the right to receive
upon the Effective Time (as hereinafter  defined) the Merger  Consideration  (as
hereinafter defined);

         WHEREAS,  the parties to this Agreement  intend to adopt this Agreement
as a plan of reorganization within the meaning of Section 368(a) of the Internal
Revenue Code of 1986,  as amended (the "Code") and the  regulations  promulgated
thereunder, and intend that the Merger and the transactions contemplated by this
Agreement be undertaken pursuant to that plan; and

         WHEREAS,  the parties to this Agreement  intend that the Merger qualify
as a  "reorganization,"  within the meaning of Section  368(a) of the Code,  and
that GVC, GVC Acquisition and Cougar will each be a "party to a reorganization,"
within the meaning of Section 368(b) of the Code, with respect to the Merger.

         NOW, THEREFORE, in consideration of the representations, warranties and
covenants contained herein, the parties hereto agree as follows:

                                   ARTICLE I
                                   DEFINITIONS

         As used herein,  the following terms shall have the following  meanings
(such meaning to be equally  applicable to both the singular and plural forms of
the terms defined):

         "Affiliate" has the meaning as defined in Rule 12b-2  promulgated under
the Exchange Act, as such regulation is in effect on the date hereof.

         "Certificate  of  Merger"  shall  mean the  certificate  of  merger  in
substantially the form attached hereto as EXHIBIT A.

         "Closing" shall have the meaning as set forth in SECTION 2.1(C) hereof.

         "Closing  Date" shall have the  meaning as set forth in SECTION  2.1(C)
hereof.

         "Code"  has the  meaning  ascribed  thereto  in the  preambles  to this
Agreement.



                                       1
<PAGE>

         "Conversion  Ratio" means the quotient  resulting from dividing (A) the
sum of (i) X and (ii) the product  resulting from  multiplying  X/Y by Z, by (B)
one million (1,000,000), rounded to the nearest one-millionth share, where

         X        = the product  resulting from multiplying (i) twenty-four (24)
                  by (ii) the number of shares of GVC Common  Stock  outstanding
                  on a fully-diluted  basis  immediately  prior to the Effective
                  Time;

         Y        = the number of shares of Cougar Common Stock outstanding on a
                  fully-diluted  basis  immediately prior to the Effective Time,
                  less Z; and

         Z        = the number of  fully-diluted  shares of Cougar  Common Stock
                  issued by Cougar in any financing  transaction completed prior
                  to the  Effective  Time,  including any  fully-diluted  shares
                  issued as  compensation  in connection with any such financing
                  transaction.

         "Copyrights" has the meaning ascribed thereto in SECTION 3.20(A).

         "Cougar  Common  Stock" means the common  stock,  par value  $.001,  of
Cougar.

         "Cougar  Financial  Statements"  shall have the meaning as set forth in
SECTION 3.10 hereof.

         "Cougar  Insiders"  shall have the  meaning as set forth in SECTION 3.8
hereof.

         "Cougar  Intellectual  Property" shall have the meaning as set forth in
SECTION 3.20 hereof.

         "Cougar  Latest  Balance  Sheet" shall have the meaning as set forth in
SECTION 3.14 hereof.

         "Cougar  Permits" shall have the meaning as set forth in SECTION 3.9(B)
hereof.

         "Cougar  Plans" shall have the meaning as set forth in SECTION  3.17(A)
hereof.

         "Cougar  Preferred  Stock"  means the  Series A  Convertible  Preferred
Stock, par value $.001 per share, of Cougar.

         "Cougar  Returns" shall have the meaning as set forth in SECTION 3.6(A)
hereof.

         "Cougar Stockholder Meeting" shall have the meaning ascribed thereto in
SECTION 6.9 hereof.

         "Delaware  General  Corporation  Law" or  "DGCL"  shall  mean  Title 8,
Chapter 1 of the Delaware Code, as amended.

         "Dissenting  Shares" shall have the meaning as set forth in SECTION 2.5
hereof.

         "Effective  Date"  shall have the meaning  ascribed  thereto in SECTION
2.1(C) hereof.

         "Effective  Time"  shall have the meaning  ascribed  thereto in SECTION
2.1(C) hereof.

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended,  or any  successor  law  and  the  rules  and  regulations  promulgated
thereunder.

         "Evaluated Material" shall have the meaning ascribed thereto in SECTION
6.3(A).



                                       2
<PAGE>

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

         "Exchange  Ratio"  means  the  quotient  resulting  from  dividing  (a)
1,000,000 by (b) the total number of shares of Cougar  Common Stock  outstanding
on a  fully-diluted  basis  immediately  prior to the Effective Time  (including
without  limitation,  any Cougar  Common Stock  issuable  under any  arrangement
described in Schedule 3.5).

         "GAAP"  shall  mean  United  States   generally   accepted   accounting
principles as in effect from time to time.

         "GVC  Common  Stock"  shall mean the common  stock,  par value $.01 per
share, of GVC.

         "GVC 8-K Reports"  shall have the meaning  ascribed  thereto in SECTION
4.4.

         "GVC Insiders" shall have the meaning ascribed thereto in SECTION 4.10.

         "GVC Intellectual  Property" shall have the meaning ascribed thereto in
SECTION 4.19.

         "GVC Latest Balance Sheet" shall have the meaning  ascribed  thereto in
SECTION 4.16.

         "GVC  Permits"  shall  have the  meaning  ascribed  thereto  in SECTION
4.11(B).

         "GVC Proxy  Statements"  shall  have the  meaning  ascribed  thereto in
SECTION 4.4.

         "GVC  Returns"  shall  have the  meaning  ascribed  thereto  in SECTION
4.8(A).

         "GVC SEC Filings"  shall have the meaning  ascribed  thereto in SECTION
4.4.

         "GVC Series A Preferred Stock" shall mean the newly-designated Series A
Convertible  Preferred  Stock,  par value $.01 per share,  of GVC,  the  rights,
preferences  and terms of which are  described  in the Series A  Certificate  of
Designation, which shall be convertible into shares of GVC Common Stock based on
the Conversion Ratio.

         "GVC Series B Preferred Stock" shall mean the newly-designated Series B
Convertible  Preferred  Stock,  par value $.01 per share,  of GVC,  the  rights,
preferences  and terms of which are  described  in the Series B  Certificate  of
Designation, which shall be convertible into shares of GVC Common Stock based on
the Conversion Ratio.

         "GVC Subsidiary" or "GVC Subsidiaries"  shall have the meaning ascribed
thereto in SECTION 4.5.

         "GVC 10-K Reports" shall have the meaning  ascribed  thereto in SECTION
4.4.

         "GVC 10-Q Reports" shall have the meaning  ascribed  thereto in SECTION
4.4.

         "Intellectual  Property"  has the meaning  ascribed  thereto in SECTION
3.20(A).

         "Know-How" has the meaning ascribed thereto in SECTION 3.20(A).

         "Knowledge" means, with respect to an individual,  that such individual
is actually  aware of a particular  fact or other matter,  with no obligation to
conduct any inquiry or other  investigation  to  determine  the



                                       3
<PAGE>

accuracy of such fact or other matter.  A Person other than an individual  shall
be  deemed  to have  Knowledge  of a  particular  fact or  other  matter  if the
officers,  directors or other management  personnel of such Person had Knowledge
of such fact or other matter.

         "Material  Adverse  Effect"  shall,  with respect to an entity,  mean a
material  adverse effect on the business,  operations,  results of operations or
financial condition of such entity on a consolidated basis.

         "Merger"  shall have the meaning  ascribed  thereto in the preambles of
this Agreement.

         "Merger Consideration" means the shares of GVC Series A Preferred Stock
and GVC Series B Preferred  Stock issuable in connection  with the Merger to the
holders of Cougar Preferred Stock and Cougar Common Stock,  respectively,  based
on the Exchange Ratio.

         "Options" shall have the meaning as set forth in SECTION 2.2(F) hereof.

         "Patents" has the meaning ascribed thereto in SECTION 3.20(A).

         "Person" means any  individual,  corporation  (including any non-profit
corporation),  general or limited partnership,  limited liability company, joint
venture, estate, trust,  association,  organization,  labor union,  governmental
authority or other entity.

         "Registration Rights Agreement" shall have the meaning ascribed thereto
in SECTION 6.12.

         "Representatives"  shall have the meaning  ascribed  thereto in SECTION
6.3(A).

         "Requisite  Cougar  Stockholder  Vote" shall have the meaning  ascribed
thereto in SECTION 3.2.

         "SEC" shall mean the United States Securities and Exchange Commission.

         "Securities  Act" shall mean the  Securities  Act of 1933,  as amended,
including the rules and regulations promulgated thereunder.

         "Series A Certificate  of  Designation"  shall mean the  certificate of
designation setting forth all of the rights,  preferences and other terms of the
GVC Series A  Convertible  Preferred  Stock in  substantially  the form attached
hereto as EXHIBIT B.

         "Series B Certificate  of  Designation"  shall mean the  certificate of
designation setting forth all the rights, preferences and other terms of the GVC
Series B Convertible  Preferred Stock in substantially  the form attached hereto
as EXHIBIT C.

         "Stock  Option  Plan"  shall  have the  meaning as set forth in SECTION
2.2(F) hereof.

         "Stockholder  Questionnaire" shall have the meaning ascribed thereto in
SECTION 6.7.

         "Subsidiary"   shall,  with  respect  to  any  Person,  mean  (i)  each
corporation in which such Person owns directly or indirectly fifty percent (50%)
or more of the voting  securities of such  corporation and (ii) any other Person
in which such Person owns at least a majority  voting  interest,  and shall,  in
each case,  unless  otherwise  indicated,  be deemed to refer to both direct and
indirect subsidiaries of such Person.

         "Surviving  Company" shall have the meaning ascribed thereto in ARTICLE
II.



                                       4
<PAGE>

         "Tax" or  "Taxes"  shall  mean any  federal,  state,  local or  foreign
income, gross receipts, license, payroll, employment,  excise, severance, stamp,
occupation,  premium,  property or windfall profits taxes,  environmental taxes,
customs duties, capital stock, franchise, employees' income withholding, foreign
or domestic withholding,  social security,  unemployment,  disability,  workers'
compensation,  employment-related  insurance, real property,  personal property,
sales,  use,  transfer,  value  added,  alternative  or add-on  minimum or other
governmental tax, fee, assessment or charge of any kind whatsoever including any
interest,  penalties or additions to any Tax or additional amounts in respect of
the foregoing.

         "Trademarks"  has the  meaning  ascribed  thereto in  SECTION  3.20(A).
         "Voting Agreement" has the meaning ascribed thereto in SECTION 6.9(C).

         "Warrants"  shall  have the  meaning  as set  forth in  SECTION  2.2(G)
hereof.

                                   ARTICLE II
                                     MERGER

         Subject to the  satisfaction  or waiver of the  conditions set forth in
ARTICLE VII, at the Effective Time, (i) GVC Acquisition will merge with and into
Cougar,  and (ii) Cougar will become a wholly-owned  subsidiary of GVC. The term
"Surviving  Company"  as  used  herein  shall  mean  Cougar,  as a  wholly-owned
subsidiary of GVC after giving effect to the Merger. The Merger will be effected
pursuant to the  Certificate of Merger in accordance with the provisions of, and
with the effect provided in, Section 251 of the DGCL.

         2.1      EFFECTS OF MERGER.

                 (a) From and after the Effective Time and until further amended
in accordance  with law, (i) the  Certificate of  Incorporation  of Cougar as in
effect  immediately  prior to the  Effective  Time shall be the  Certificate  of
Incorporation  of the  Surviving  Company,  and (ii) the  Bylaws of Cougar as in
effect  immediately  prior to the  Effective  Time  shall be the  Bylaws  of the
Surviving Company.

                 (b) GVC, Cougar and GVC Acquisition,  respectively,  shall each
use its best efforts to take all such action as may be necessary or  appropriate
to effectuate the Merger in accordance  with the DGCL at the Effective  Time. If
at any time  after the  Effective  Time,  any  further  action is  necessary  or
desirable to carry out the purposes of this  Agreement and to vest the Surviving
Company  with  full  right,  title and  possession  to all  properties,  rights,
privileges,   immunities,   powers  and  franchises  of  either  Cougar  or  GVC
Acquisition,  the officers of the Surviving  Company are fully authorized in the
name of GVC,  Cougar and GVC  Acquisition  or otherwise to take, and shall take,
all such lawful and necessary action.

                 (c) Subject to the  provisions  of ARTICLE VII and ARTICLE VIII
hereof,  the closing (the  "Closing") of the  transactions  contemplated  hereby
shall  take place on or before  August 31,  2005 (the  "Closing  Date"),  at 787
Seventh Avenue,  48th Floor, New York, New York, or such other time and place as
Cougar  and GVC  mutually  agree at the  earliest  practicable  time  after  the
satisfaction  or waiver of the  conditions in ARTICLE VII, but in no event later
than ten (10) business  days after all such  conditions  have been  satisfied or
waived,  or on such other date as may be mutually  agreed by the parties hereto.
On the Closing Date, or as soon thereafter as practicable, to effect the Merger,
the  parties  hereto will cause the  Certificate  of Merger to be filed with the
Delaware  Secretary of State in  accordance  with the DGCL.  The Merger shall be
effective when the Certificate of Merger is filed with the Delaware Secretary of
State (the "Effective  Time").  As used herein,  the term "Effective Date" shall
mean the date on which the  Certificate  of Merger  is filed  with the  Delaware
Secretary of State.



                                       5
<PAGE>

         2.2      EFFECT ON COUGAR  CAPITAL  STOCK AND GVC  ACQUISITION  CAPITAL
STOCK. To effectuate the Merger, and subject to the terms and conditions of this
Agreement, at the Effective Time:

                 (a) Each share of Cougar Preferred Stock issued and outstanding
immediately prior to the Effective Time (other than shares extinguished pursuant
to this SECTION 2.2 and Dissenting Shares) shall automatically be converted into
and exchangeable for a fraction of a fully paid and  nonassessable  share of GVC
Series A Preferred Stock equal to one multiplied by the Exchange Ratio,  rounded
to the nearest one millionth (0.000001) of a share.

                 (b) Each share of Cougar  Common Stock  issued and  outstanding
immediately  prior to the Effective  Time (other than shares to be  extinguished
pursuant to this  SECTION 2.2 and  Dissenting  Shares)  shall  automatically  be
converted into and exchangeable for a fraction of a fully paid and nonassessable
share of GVC Series B Preferred  Stock equal to one  multiplied  by the Exchange
Ratio, rounded to the nearest one millionth (0.000001) of a share.

                 (c) All shares of Cougar Common Stock or Cougar Preferred Stock
held at the Effective  Time by Cougar as treasury  stock will be canceled and no
payment will be made with respect to those shares;

                 (d) Each share of Cougar Common Stock or Cougar Preferred Stock
issued and outstanding  immediately prior to the Effective Time and owned by GVC
Acquisition  or GVC, if any,  shall be cancelled  and  extinguished  without any
conversion thereof and no payment shall be made with respect thereto; and

                 (e) All shares of common stock,  $0.01 par value per share,  of
GVC Acquisition  issued and outstanding  immediately prior to the Effective Time
will  be  converted  into  and  become  one  validly  issued,   fully  paid  and
nonassessable share of common stock of the Surviving Company.

                 (f) At the  Effective  Date,  GVC shall  assume all of Cougar's
rights and obligations  under the stock options granted by Cougar on or prior to
the date hereof to purchase an aggregate of  1,655,000  shares of Cougar  Common
Stock  pursuant to Cougar's  2004 Stock Option Plan (the "Stock  Option  Plan"),
which stock options are  disclosed in SCHEDULE  2.2(F) hereto and have not prior
to the  Effective  Date been  exercised,  cancelled  or  terminated  nor expired
(collectively  the  "Options").  The Options shall be assumed in accordance with
the terms and conditions of the Stock Option Plan,  except that,  from and after
the Effective  Time:  (i) all actions to be taken under the Stock Option Plan or
the Options by the Board of Directors of Cougar or a committee  thereof shall be
taken by the Board of Directors of GVC or a committee thereof,  (ii) each Option
shall  evidence  the  right to  purchase  a number  of  shares  of GVC  Series B
Preferred Stock (rounded to the nearest  one-hundredth  (0.01) of a share) equal
to the  number of shares  of Cougar  Common  Stock  into  which  such  Option is
exercisable  immediately  prior to the Effective Date multiplied by the Exchange
Ratio, (iii) the new option price for each share of GVC Series B Preferred Stock
issuable  upon  exercise of an Option shall be determined by dividing the option
exercise  price  immediately  prior to the Effective  Date by the Exchange Ratio
(rounded to the  nearest  cent) and (iv) all  references  in the Options and the
Stock  Option  Plan to Cougar  and  Cougar  Common  Stock  shall be deemed to be
references to GVC and GVC Series B Preferred Stock,  respectively,  after giving
effect to the  adjustments  pursuant to clauses (ii) and (iii).  Notwithstanding
the  provisions  set forth in clause  (iii)  above,  with respect to each Option
intended to be an "incentive stock option" under Section 422 of the Code, if the
new option price calculated pursuant to clause (iii) would cause any such Option
not to  satisfy  the  requirements  of Section  424(a) of the Code and  Treasury
Regulation  ss.  1.425-1(a)(1)(i),  the new exercise  price with respect to that
Option will be increased to the minimum price that it could be and still satisfy
the requirements of that regulation.  GVC agrees to use its best efforts to take
such other steps as are  necessary to ensure that those Options which are deemed
"incentive stock options" under Section 422 of the Code remain  "incentive stock
options."



                                       6
<PAGE>

                 (g) At the  Effective  Date,  GVC shall  assume  the rights and
obligations under Cougar's  outstanding  warrants (the  "Warrants"),  if any, to
purchase  shares of Cougar  Common  Stock.  The  Warrants  shall be  assumed  in
accordance with their terms and conditions.  Each Warrant shall,  from and after
the  Effective  Time,  evidence  the right to purchase a number of shares of GVC
Series B  Preferred  Stock  (rounded to the  nearest  one-hundredth  (0.01) of a
share)  equal to the  number of shares of Cougar  Common  Stock  into which such
Warrant is exercisable immediately prior to the Effective Date multiplied by the
Exchange  Ratio.  The new exercise  price of the Warrants shall be determined by
dividing the exercise price of the Warrants  immediately  prior to the Effective
Date by the Exchange Ratio.  All references in the Warrants to Cougar and Cougar
Common Stock shall be deemed to be  references to GVC and GVC Series B Preferred
Stock,  respectively,  after giving effect to the  adjustments  pursuant to this
Section.

         2.3      RIGHTS OF HOLDERS OF COUGAR CAPITAL STOCK.

                 (a) On and after the Effective Date and until  surrendered  for
exchange,  each outstanding  stock  certificate  that  immediately  prior to the
Effective Date represented  shares of Cougar Preferred Stock (except  Dissenting
Shares and shares  cancelled or  extinguished  pursuant to SECTION 2.2) shall be
deemed for all purposes, to evidence ownership of and to represent the number of
whole  shares of GVC Series A  Preferred  Stock into which such shares of Cougar
Preferred  Stock shall have been  converted  pursuant to SECTION  2.2(A)  above.
Shares of the GVC Series A  Preferred  Stock  shall  have the terms,  rights and
preferences  substantially  set forth in the  Certificate  of  Designation.  The
record holder of each such outstanding certificate representing shares of Cougar
Preferred Stock, shall, after the Effective Date, be entitled to vote the shares
of GVC Series A Preferred Stock into which such shares of Cougar Preferred Stock
shall have been  converted  on any matters on which the holders of record of GVC
Common Stock, as of any date subsequent to the Effective Date, shall be entitled
to vote. In any matters relating to such certificates of Cougar Preferred Stock,
GVC may rely conclusively  upon the record of stockholders  maintained by Cougar
containing the names and addresses of the holders of record of Cougar  Preferred
Stock on the Effective Date.

                 (b) On and after the Effective Date and until  surrendered  for
exchange,  each outstanding  stock  certificate  that  immediately  prior to the
Effective  Date  represented  shares of Cougar Common Stock  (except  Dissenting
Shares and shares  cancelled or  extinguished  pursuant to SECTION 2.2) shall be
deemed for all purposes, to evidence ownership of and to represent the number of
whole  shares of GVC Series B  Preferred  Stock into which such shares of Cougar
Common Stock shall have been converted pursuant to SECTION 2.2(B) above.  Shares
of the GVC Series B Preferred Stock shall have the terms, rights and preferences
substantially set forth in the Certificate of Designation.  The record holder of
each such outstanding  certificate  representing  shares of Cougar Common Stock,
shall,  after the Effective Date, be entitled to vote the shares of GVC Series B
Preferred  Stock into which such shares of Cougar  Common  Stock shall have been
converted on any matters on which the holders of record of GVC Common Stock,  as
of any date subsequent to the Effective Date,  shall be entitled to vote. In any
matters  relating to such  certificates  of Cougar  Common  Stock,  GVC may rely
conclusively upon the record of stockholders maintained by Cougar containing the
names and  addresses  of the  holders  of record of Cougar  Common  Stock on the
Effective Date.

         2.4      PROCEDURE FOR EXCHANGE OF COUGAR COMMON STOCK.

                 (a)  After  the  Effective   Time,   holders  of   certificates
theretofore  evidencing  outstanding  shares  of  Cougar  Common  Stock  (except
Dissenting Shares and shares cancelled or extinguished pursuant to SECTION 2.2),
upon surrender of such  certificates  to the Secretary of GVC, shall be entitled
to  receive  certificates  representing  the  number of  shares of GVC  Series A
Preferred Stock into which shares of Cougar Common Stock theretofore represented
by the  certificates  so  surrendered  are  exchangeable  as provided in SECTION
2.2(A)  hereof.  GVC shall not be  obligated  to deliver  any such shares of GVC
Series A Preferred  Stock to which any former  holder of shares of Cougar Common
Stock is entitled until such holder  surrenders the



                                       7
<PAGE>

certificate or  certificates  representing  such shares.  Upon  surrender,  each
certificate  evidencing  Cougar  Common Stock shall be  canceled.  If there is a
transfer  of  Cougar  Common  Stock  ownership  which is not  registered  in the
transfer  records of Cougar,  a  certificate  representing  the proper number of
shares of GVC Series A Preferred  Stock may be issued to a person other than the
person in whose name the  certificate  so surrendered is registered if: (x) upon
presentation  to the  Secretary  of GVC,  such  certificate  shall  be  properly
endorsed or otherwise be in proper form for transfer,  (y) the person requesting
such  payment  shall pay any  transfer or other taxes  required by reason of the
issuance  of shares of GVC Series A Preferred  Stock to a person  other than the
registered   holder  of  such   certificate   or  establish  to  the  reasonable
satisfaction  of GVC that such tax has been paid or is not  applicable,  and (z)
the  issuance  of such GVC  Series A  Preferred  Stock  shall  not,  in the sole
discretion of GVC, violate the requirements of the Regulation D "safe harbor" of
the  Securities  Act with  respect  to the  private  placement  of GVC  Series A
Preferred Stock that will result from the Merger.

                 (b) All shares of GVC Series A Preferred  Stock issued upon the
surrender for exchange of Cougar Common Stock in accordance with the above terms
and conditions shall be deemed to have been issued and paid in full satisfaction
of all rights pertaining to such shares of Cougar Common Stock.

                 (c) Any shares of GVC Series A  Preferred  Stock  issued in the
Merger will not be transferable except (1) pursuant to an effective registration
statement  under  the  Securities  Act or (2) upon  receipt  by GVC of a written
opinion of counsel for the holder  reasonably  satisfactory to GVC to the effect
that the proposed  transfer is exempt from the registration  requirements of the
Securities Act and relevant state securities laws.  Restrictive legends shall be
placed on all certificates  representing  shares of GVC Series A Preferred Stock
issued in the Merger, substantially as follows:

         "NO TRANSFER,  SALE,  ASSIGNMENT,  PLEDGE,  HYPOTHECATION  OR
         OTHER  DISPOSITION  OF THE  SECURITIES  REPRESENTED  BY  THIS
         CERTIFICATE  MAY BE MADE EXCEPT (A)  PURSUANT TO AN EFFECTIVE
         REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT OF 1933, AS
         AMENDED,  AND THE RULES AND REGULATIONS IN EFFECT  THEREUNDER
         AND ALL APPLICABLE  STATE SECURITIES OR "BLUE SKY" LAWS (SUCH
         FEDERAL AND STATE LAWS, THE "SECURITIES  LAWS") OR (B) IF THE
         CORPORATION HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR
         THE HOLDER,  WHICH  OPINION AND COUNSEL  SHALL BE  REASONABLY
         SATISFACTORY  TO THE  CORPORATION,  TO THE  EFFECT  THAT SUCH
         TRANSFER,  SALE, ASSIGNMENT,  PLEDGE,  HYPOTHECATION OR OTHER
         DISPOSITION  IS EXEMPT FROM THE  PROVISIONS OF THE SECURITIES
         LAWS.

         THE  CORPORATION   WILL  FURNISH,   WITHOUT  CHARGE  TO  EACH
         STOCKHOLDER  WHO  SO  REQUESTS,  THE  POWERS,   DESIGNATIONS,
         PREFERENCES  AND RELATIVE,  PARTICIPATING,  OPTIONAL OR OTHER
         SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH
         THE    CORPORATION   IS   AUTHORIZED   TO   ISSUE   AND   THE
         QUALIFICATIONS,   LIMITATIONS   OR   RESTRICTIONS   OF   SUCH
         PREFERENCES  AND/OR  RIGHTS.  ANY SUCH REQUEST MAY BE MADE TO
         THE SECRETARY OF THE CORPORATION."

                 (d) In the event any  certificate for Cougar Common Stock shall
have been lost,  stolen or  destroyed,  GVC shall issue and pay in exchange  for
such lost, stolen or destroyed certificate, promptly following its receipt of an
affidavit  of that fact by the holder  thereof,  such shares of the GVC Series A
Preferred  Stock  as may be  required  pursuant  to  this  Agreement;  provided,
however,  that  GVC,  in its  discretion  and as a  condition  precedent  to the
issuance  and payment  thereof,  may  require the owner of such lost,  stolen or


                                       8
<PAGE>

destroyed  certificate  to  deliver  a bond  in  such  sum as it may  direct  as
indemnity against any claim that may be made against GVC or any other party with
respect to the certificate alleged to have been lost, stolen or destroyed.

         2.5      DISSENTING  SHARES.  Shares of capital stock of Cougar held by
stockholders  of Cougar who have  properly  exercised  and  preserved  appraisal
rights with respect to those shares in  accordance  with Section 262 of the DGCL
("Dissenting  Shares")  shall  not be  converted  into or  represent  a right to
receive shares of GVC Series A Preferred Stock or GVC Series B Preferred  Stock,
as appropriate,  pursuant to SECTION 2.2(A) above, but the holders thereof shall
be entitled only to such rights as are granted by Section 262 of the DGCL.  Each
holder of  Dissenting  Shares who  becomes  entitled  to payment for such shares
pursuant  to Section 262 of the DGCL shall  receive  payment  therefor  from the
Surviving Company in accordance with such laws; provided,  however,  that if any
such holder of Dissenting Shares shall have effectively  withdrawn such holder's
demand for appraisal of such shares or lost such holder's right to appraisal and
payment of such shares under Section 262 of the DGCL, such holder or holders (as
the case may be) shall  forfeit the right to  appraisal  of such shares and each
such share shall  thereupon be deemed to have been  canceled,  extinguished  and
exchanged,  as of the  Effective  Time,  into and represent the right to receive
from GVC shares of GVC Series A Preferred Stock or GVC Series B Preferred Stock,
as appropriate,  as provided in SECTION 2.2(A) above. Any payments in respect of
Dissenting Shares will be deemed made by the Surviving Company.

         2.6      DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION.  From and
after the Effective  Time,  the directors and officers of the Surviving  Company
shall be the persons who were directors and officers of Cougar immediately prior
to the  Effective  Time,  respectively.  These  directors  and  officers  of the
Surviving  Company  shall hold office for the term  specified in, and subject to
the provisions  contained in, the Certificate of Incorporation and Bylaws of the
Surviving  Company and  applicable  law. If, at or after the  Effective  Time, a
vacancy  shall exist on the board of  directors  or in any of the offices of the
Surviving  Company,  such vacancy shall be filled in the manner  provided in the
Certificate of Incorporation and Bylaws of the Surviving Company.

         2.7      DIRECTORS  AND OFFICERS OF GVC. At the  Closing,  the Board of
Directors of GVC shall, subject to compliance with Section 14(f) of the Exchange
Act and Rule 14f-1  promulgated  thereunder,  take the following  action,  to be
effective  upon the  Effective  Time:  (i)  increase  the  size of the  Board of
Directors of GVC to eight (8)  persons;  (ii) elect to the Board of Directors of
GVC the persons who were directors of Cougar  immediately  prior to the Closing;
and (iii)  elect as the  officers  of GVC those who were the  officers of Cougar
immediately prior to the Closing, or, in either case with regard to clauses (ii)
and (iii), such other persons  designated by Cougar.  All of the persons serving
as directors of GVC  immediately  prior to the Closing shall resign  immediately
following the election of the new directors, and the officers of GVC immediately
prior to the Closing  shall  resign at the Closing  from all of their  positions
with GVC,  all  subject  to  compliance  with Rule 14f-1  promulgated  under the
Exchange Act.  Subject to applicable  law, GVC shall take all action  reasonably
requested by Cougar,  but consistent with the Certificate of  Incorporation  and
Bylaws of GVC,  that is  reasonably  necessary  to effect any such  election  or
appointment  of the designees of Cougar to GVC's Board of  Directors,  including
promptly  hereafter  mailing  to GVC's  stockholders  an  information  statement
containing  the  information  required by Section  14(f) of the Exchange Act and
Rule 14f-1 promulgated thereunder.  Cougar shall supply GVC all information with
respect to it and its nominees,  officers,  directors and Affiliates required by
such Section  14(f) and Rule 14f-1.  The  provisions  of this SECTION 2.7 are in
addition to and shall not limit any rights which Cougar or any of its Affiliates
may have as a holder or beneficial  owner of shares of capital stock of GVC as a
matter  of  law  with  respect  to  the  election  of  directors  or  otherwise.
Immediately after the Effective Time, the  newly-constituted  board of directors
of GVC will elect the officers of Cougar immediately prior to the Effective Time
as the officers of GVC. The newly-appointed  directors and officers of GVC shall
hold office for the term specified in, and subject to the  provisions  contained
in, the Certificate of Incorporation and Bylaws of GVC and applicable law. For a


                                       9
<PAGE>

period of one (1) year  following the Effective  Time,  GVC will not appoint any
individual as a director who does not have prior  experience in the  healthcare,
biotechnology or biopharmaceuticals industries,  including as an individual with
significant  investment  experience  in  such  industries,  or who is not  being
appointed in  connection  with,  or as a condition to, an investment of at least
$5,000,000 by all investors in one or a series of related  investments in GVC by
such person or as a designee of such person.

                                  ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF COUGAR

         Cougar hereby  represents  and warrants to GVC and GVC  Acquisition  as
follows:

         3.1      ORGANIZATION  AND   QUALIFICATION.   Cougar  is,  and  on  the
Effective Date will be, a corporation  duly organized,  validly  existing and in
good  standing  under the laws of the State of Delaware,  and has the  requisite
corporate  power to carry on its  business as now  conducted.  The copies of the
Certificate of Incorporation  and Bylaws of Cougar that have been made available
to GVC prior to the date of this  Agreement  are correct and complete  copies of
such documents as in effect as of the date hereof, and shall be in effect on the
Effective  Date.  Cougar  is, and on the  Effective  Date will be,  licensed  or
qualified  to do  business  in every  jurisdiction  in which  the  nature of its
business or its  ownership of property  requires it to be licensed or qualified,
except  where  the  failure  to be so  licensed  or  qualified  would not have a
Material Adverse Effect on Cougar or the Surviving Company.

         3.2      AUTHORITY RELATIVE TO THIS AGREEMENT;  NON-CONTRAVENTION.  The
execution  and  delivery of this  Agreement  by Cougar and the  consummation  by
Cougar of the transactions  contemplated hereby have been duly authorized by the
Board of Directors of Cougar and,  except for approval of this Agreement and the
Merger by the requisite vote of Cougar's  stockholders  (the  "Requisite  Cougar
Stockholder  Vote"),  no other  corporate  proceedings on the part of Cougar are
necessary to authorize  the  execution  and delivery of this  Agreement  and the
consummation of the transactions  contemplated  hereby.  This Agreement has been
duly  executed and  delivered by Cougar and,  assuming it is a valid and binding
obligation  of  GVC  and  GVC  Acquisition,  constitutes  a  valid  and  binding
obligation  of  Cougar  enforceable  in  accordance  with its  terms  except  as
enforcement may be limited by general  principles of equity whether applied in a
court of law or a court of equity and by bankruptcy, insolvency and similar laws
affecting  creditors'  rights  and  remedies  generally.  Except as set forth in
SCHEDULE 3.2, Cougar is not subject to, or obligated under, any provision of (a)
its Certificate of  Incorporation or Bylaws,  (b) any agreement,  arrangement or
understanding,  (c) any license, franchise or permit or (d) subject to obtaining
the approvals  referred to in the next  sentence,  any law,  regulation,  order,
judgment or decree,  which would conflict  with, be breached or violated,  or in
respect  of  which  a right  of  termination  or  acceleration  or any  security
interest,  charge or encumbrance  on any of its assets would be created,  by the
execution, delivery or performance of this Agreement, or the consummation of the
transactions  contemplated  hereby,  other  than any such  conflicts,  breaches,
violations, rights of termination or acceleration or security interests, charges
or  encumbrances  which,  in the aggregate,  could not reasonably be expected to
result in a Material Adverse Effect on Cougar or the Surviving  Company.  Except
for (x)  approvals  under  applicable  Blue  Sky  laws,  (y) the  filing  of the
Certificate  of Merger with the  Secretary  of State of  Delaware,  and (z) such
filings,  authorizations  or approvals  as may be set forth in SCHEDULE  3.2, no
authorization, consent or approval of, or filing with, any public body, court or
authority is necessary on the part of Cougar for the  consummation  by Cougar of
the transactions contemplated by this Agreement, except for such authorizations,
consents,  approvals  and  filings as to which the failure to obtain or make the
same would not,  in the  aggregate,  reasonably  be  expected to have a Material
Adverse  Effect on Cougar or the  Surviving  Company  or  adversely  affect  the
consummation of the transactions contemplated hereby.



                                       10
<PAGE>

         3.3      CAPITALIZATION.

                 (a) The authorized,  issued and  outstanding  shares of capital
stock of Cougar  as of the date  hereof  are  correctly  set  forth on  SCHEDULE
3.3(A). The issued and outstanding shares of capital stock of Cougar are, and on
the Effective  Date will be, duly  authorized,  validly  issued,  fully paid and
nonassessable  and not issued in  violation  of any  preemptive  rights  and, to
Cougar's  Knowledge,   free  from  any  restrictions  on  transfer  (other  than
restrictions  under the Securities Act or state  securities laws) or any option,
lien, pledge,  security interest,  encumbrance or charge of any kind. Other than
as described on SCHEDULE  3.3(A),  Cougar has,  and on the  Effective  Date will
have, no other equity  securities or securities  containing any equity  features
authorized,  issued  or  outstanding.  Except as set  forth in  SCHEDULE  3.3(A)
hereto,  there are no agreements or other rights or arrangements  existing which
provide  for the sale or  issuance  of capital  stock by Cougar and there are no
rights, subscriptions, warrants, options, conversion rights or agreements of any
kind  outstanding  to purchase or  otherwise  acquire  from Cougar any shares of
capital stock or other  securities of Cougar of any kind,  and there will not be
any such agreements  prior to or on the Effective  Date.  Except as set forth on
SCHEDULE  3.3(A),  there  are,  and on the  Effective  Date  there  will be,  no
agreements or other  obligations  (contingent  or  otherwise)  which may require
Cougar to repurchase or otherwise acquire any shares of its capital stock.

                 (b) SCHEDULE  3.3(B) contains a list of the names and addresses
of the  owners of  record as of the date of this  Agreement  of all  issued  and
outstanding  shares of Cougar  Common  Stock and the  number of shares of Cougar
Common  Stock each of them holds and the names and  addresses  of all holders of
options,  warrants,  convertible  securities,  exchangeable securities and other
rights  entitling the holder thereof to purchase equity of Cougar and the number
of shares of Cougar Common Stock or other equity  security  underlying each such
option, warrant, convertible security, exchangeable security and other right.

                 (c) Cougar  does not own,  and is not party to any  contract to
acquire,  any equity  securities or other securities of any Person or any direct
or  indirect  equity  or  ownership  interest  in any  other  Person.  Except as
contemplated  by this  Agreement,  Cougar is not a party to,  and,  to  Cougar's
Knowledge,  there do not exist, any voting trusts,  proxies,  or other contracts
with respect to the voting of shares of capital stock of Cougar.

         3.4      LITIGATION.  There are no actions, suits, proceedings,  orders
or  investigations  pending or, to the Knowledge of Cougar,  threatened  against
Cougar,  at law or in  equity,  or  before  or by any  federal,  state  or other
governmental department,  commission,  board, bureau, agency or instrumentality,
domestic or foreign.

         3.5      NO BROKERS OR FINDERS.  Except as disclosed  on SCHEDULE  3.5,
neither Cougar nor any of its officers,  directors,  employees or Affiliates has
employed any broker,  finder,  investment banker or investment advisor or Person
performing   similar  function,   or  incurred  any  liability,   for  brokerage
commissions, finders' fees, investment advisory fees or similar compensation, in
connection with the transactions contemplated by this Agreement.



                                       11
<PAGE>

         3.6      TAX MATTERS.

                 (a) (i) Except as set forth on SCHEDULE 3.6,  Cougar has timely
filed  (or has had  timely  filed  on its  behalf)  all  returns,  declarations,
reports, estimates, information returns, and statements, including any schedules
and amendments to such  documents  ("Cougar  Returns"),  required to be filed or
sent by it in respect of any Taxes or  required to be filed or sent by it by any
taxing authority having jurisdiction;  (ii) all such Cougar Returns are complete
and accurate in all material respects; (iii) Cougar has timely and properly paid
(or has had paid on its behalf) all Taxes required to be paid by it; (iv) Cougar
has  established on the Cougar Latest Balance  Sheet,  in accordance  with GAAP,
reserves  that are adequate  for the payment of any Taxes not yet paid;  and (v)
Cougar has complied with all applicable laws, rules, and regulations relating to
the  collection or withholding  of Taxes from third parties  (including  without
limitation  employees) and the payment thereof  (including,  without limitation,
withholding  of Taxes  under  Sections  1441 and 1442 of the  Code,  or  similar
provisions under any foreign laws).

                 (b) There are no liens for  Taxes  upon any  assets of  Cougar,
except liens for Taxes not yet due.

                 (c) No deficiency for any Taxes has been asserted, assessed or,
to Cougar's  Knowledge,  proposed  against Cougar that has not been resolved and
paid in full or is not being  contested  in good faith.  Except as  disclosed in
SCHEDULE  3.6,  no  waiver,  extension  or  comparable  consent  given by Cougar
regarding  the  application  of the statute of  limitations  with respect to any
Taxes or Returns  is  outstanding,  nor is any  request  for any such  waiver or
consent  pending.  Except as  disclosed in SCHEDULE  3.6,  there has been no Tax
audit or other administrative  proceeding or court proceeding with regard to any
Taxes or Cougar Returns,  nor is any such Tax audit or other proceeding pending,
nor has there been any notice to Cougar by any Taxing  authority  regarding  any
such Tax audit or other proceeding,  or, to the Knowledge of Cougar, is any such
Tax  audit or other  proceeding  threatened  with  regard to any Taxes or Cougar
Returns. Cougar does not expect the assessment of any additional Taxes of Cougar
for any period prior to the date hereof and has no  Knowledge of any  unresolved
questions, claims or disputes concerning the liability for Taxes of Cougar which
would exceed the estimated reserves established on its books and records.

                 (d) Except as set forth on SCHEDULE 3.6,  Cougar is not a party
to any agreement,  contract or arrangement  that would result,  separately or in
the  aggregate,  in the payment of any "excess  parachute  payments"  within the
meaning of Section  280G of the Code and the  consummation  of the  transactions
contemplated by this Agreement will not be a factor causing  payments to be made
by Cougar not to be  deductible  (in whole or in part) under Section 280G of the
Code.  Cougar is not liable for Taxes of any other Person,  and is not currently
under any contractual  obligation to indemnify any Person with respect to Taxes,
or a party to any tax sharing  agreement or any other  agreement  providing  for
payments  by Cougar  with  respect to Taxes.  Cougar is not a party to any joint
venture,  partnership or other arrangement or contract which could be treated as
a partnership for federal income tax purposes.  Cougar has not agreed and is not
required,  as a result  of a change in method of  accounting  or  otherwise,  to
include  any  adjustment  under  Section  481 of the Code (or any  corresponding
provision  of state,  local or foreign  law) in  taxable  income.  SCHEDULE  3.6
contains a list of all  jurisdictions  in which  Cougar is  required to file any
Cougar  Return  and no claim  has ever  been  made by a  taxing  authority  in a
jurisdiction  where Cougar does not currently file Cougar Returns that Cougar is
or may be subject to taxation by that jurisdiction. There are no advance rulings
in respect of any Tax pending or issued by any Taxing  authority with respect to
any Taxes of Cougar. Cougar has not entered into any gain recognition agreements
under Section 367 of the Code and the regulations promulgated thereunder. Cougar
is not liable  with  respect to any  indebtedness  the  interest of which is not
deductible for applicable federal,  foreign, state or local income tax purposes.
Cougar has not filed or been included in a combined, consolidated or unitary Tax
return (or the substantial equivalent thereof) of any Person.



                                       12
<PAGE>

                 (e) Cougar has been neither a "distributing  corporation" nor a
"controlled  corporation"  (within  the meaning of Section 355 of the Code) in a
distribution of stock qualifying for tax-free treatment under Section 355 of the
Code.

                 (f)  Except  as set  forth  on  SCHEDULE  3.6,  Cougar  has not
requested  any extension of time within which to file any Cougar  Return,  which
return has not since been filed.

         3.7      CONTRACTS AND COMMITMENTS.

                 (a) SCHEDULE 3.7 hereto lists the following agreements, whether
oral or written,  to which Cougar is a party, which are currently in effect, and
which relate to the operation of Cougar's  business:  (i) collective  bargaining
agreement or contract with any labor union; (ii) bonus, pension, profit sharing,
retirement or other form of deferred  compensation  plan; (iii)  hospitalization
insurance or other welfare benefit plan or practice, whether formal or informal;
(iv) stock purchase or stock option plan; (v) contract for the employment of any
officer,  individual employee or other person on a full-time or consulting basis
or  relating  to  severance  pay  for  any  such  person;  (vi)  confidentiality
agreement; (vii) contract,  agreement or understanding relating to the voting of
Cougar  Common  Stock or the  election of  directors  of Cougar,  other than the
Voting  Agreement;  (viii)  agreement or indenture  relating to the borrowing of
money or to  mortgaging,  pledging  or  otherwise  placing  a lien on any of the
assets  of  Cougar;  (ix)  guaranty  of any  obligation  for  borrowed  money or
otherwise;  (x) lease or agreement  under which Cougar is lessee of, or holds or
operates any property, real or personal, owned by any other party, for which the
annual rental  exceeds  $10,000;  (xi) lease or agreement  under which Cougar is
lessor of, or permits any third party to hold or operate, any property,  real or
personal,  for which the annual rental  exceeds  $10,000;  (xii)  contract which
prohibits Cougar from freely engaging in business anywhere in the world;  (xiii)
license agreement or agreement providing for the payment or receipt of royalties
or other  compensation  by Cougar in connection with the  intellectual  property
rights listed in SCHEDULE  3.20(B)  hereto;  (xiv)  contract or  commitment  for
capital  expenditures  in excess of $10,000;  (xv) agreement for the sale of any
capital asset; (xvi) contracts, understandings, arrangements or commitments with
respect to the  acquisition  and/or use by Cougar of  Intellectual  Property  of
others  or by  others of  Intellectual  Property  of  Cougar;  or  (xvii)  other
agreement which is either material to Cougar's  business or was not entered into
in the ordinary course of business.

                 (b) To Cougar's Knowledge, Cougar has performed all obligations
required to be performed by it in connection with the contracts, understandings,
arrangements or commitments  required to be disclosed in SCHEDULE 3.7 hereto and
is not in  receipt of any claim of default  under any  contract,  understanding,
arrangement or commitment  required to be disclosed  under such caption;  Cougar
has no present  expectation  or intention of not fully  performing  any material
obligation  pursuant to any contract,  understanding,  arrangement or commitment
required to be disclosed under such caption;  and Cougar has no Knowledge of any
breach or anticipated breach by any other party to any contract,  understanding,
arrangement or commitment required to be disclosed under such caption.

         3.8      AFFILIATE  TRANSACTIONS.  Except as set forth in SCHEDULE  3.8
hereto,  and other than  pursuant to this  Agreement,  no  officer,  director or
employee of Cougar,  or any member of the immediate  family of any such officer,
director  or  employee,  or any  entity  in which any of such  persons  owns any
beneficial  interest (other than any  publicly-held  corporation  whose stock is
traded on a  national  securities  exchange,  the Nasdaq  National  or Small Cap
Markets or in an over-the-counter market and less than five percent of the stock
of which is  beneficially  owned by any of such persons)  (collectively  "Cougar
Insiders"),  has  any  agreement  with  Cougar  (other  than  normal  employment
arrangements  set forth on SCHEDULE 3.7) or any interest in any property,  real,
personal or mixed, tangible or intangible, used in or pertaining to the business
of Cougar (other than ownership of capital stock of Cougar). Except as set forth
on  SCHEDULE  3.8,  Cougar is not  indebted  to any Cougar  Insider  (except for
amounts due as normal  salaries  and bonuses  and in  reimbursement  of ordinary



                                       13
<PAGE>

business  expenses) and no Cougar Insider is indebted to Cougar (except for cash
advances for ordinary  business  expenses).  None of the Cougar Insiders has any
direct or indirect interest in any competitor, supplier or customer of Cougar or
in any person,  firm or entity from whom or to whom Cougar  leases any property,
or in any other person,  firm or entity with whom Cougar  transacts  business of
any nature.  For  purposes of this  SECTION  3.8,  the members of the  immediate
family of an officer, director or employee shall consist of the spouse, parents,
children and siblings of such officer, director or employee.

         3.9      COMPLIANCE WITH LAWS; PERMITS.

                 (a) Except for any  noncompliance  that would not reasonably be
expected to have a Material  Adverse Effect on Cougar or the Surviving  Company,
Cougar and its officers,  directors, agents and employees have complied with all
applicable laws, regulations and other requirements,  including, but not limited
to, federal, state, local and foreign laws, ordinances,  rules,  regulations and
other  requirements  pertaining  to  equal  employment   opportunity,   employee
retirement,  affirmative action and other hiring practices,  occupational safety
and health,  workers' compensation,  unemployment and building and zoning codes,
and no claims have been filed  against  Cougar,  and Cougar has not received any
notice,   alleging  a  violation  of  any  such  laws,   regulations   or  other
requirements.  Cougar is not  relying on any  exemption  from or deferral of any
such applicable law, regulation or other requirement that would not be available
to GVC after it acquires Cougar's properties, assets and business.

                 (b) Cougar has, in full force and effect, all licenses, permits
and certificates, from federal, state, local and foreign authorities (including,
without limitation,  federal and state agencies  regulating  occupational health
and safety)  necessary  to conduct  its  business  and  operate  its  properties
(collectively,  the "Cougar Permits").  A true, correct and complete list of all
the Cougar  Permits is set forth in SCHEDULE  3.9 hereto.  To the  Knowledge  of
Cougar,  Cougar has conducted its business in compliance with all material terms
and conditions of the Cougar Permits,  except for any  noncompliance  that would
not  reasonably be expected to have a Material  Adverse  Effect on Cougar or the
Surviving Company.

         3.10     FINANCIAL STATEMENTS. Cougar has made available to GVC audited
balance  sheets of Cougar as of  December  31,  2003 and 2004,  and the  related
audited statements of income, changes in stockholders' equity, and cash flows of
Cougar for the years then  ended and from the  inception  of Cougar to such date
(the "Cougar Financial  Statements").  The Cougar Financial Statements have been
prepared in accordance with GAAP consistently applied with past practice (except
in each  case as  described  in the notes  thereto)  and on that  basis  present
fairly,  in all material  respects,  the  financial  position and the results of
operations,  changes in stockholders' equity, and cash flows of Cougar as of the
dates of and for the periods referred to in the Cougar Financial Statements.

         3.11     BOOKS AND RECORDS.  The books of account,  minute books, stock
record books,  and other records of Cougar,  complete  copies of which have been
made  available  to GVC,  have been  properly  kept and contain no  inaccuracies
except  for  inaccuracies  that  would not,  individually  or in the  aggregate,
reasonably  be  expected  to have a  Material  Adverse  Effect  on Cougar or the
Surviving  Company.  At the  Closing,  all of  Cougar's  records  will be in the
possession of Cougar.

         3.12     REAL PROPERTY. Cougar does not own any real property. SCHEDULE
3.12 contains an accurate list of all leaseholds  and other  interests of Cougar
in any real  property.  Cougar has good and valid title to those  leaseholds and
other  interests  free and  clear of all liens  and  encumbrances,  and the real
property to which those  leasehold and other interests  pertain  constitutes the
only real property used in Cougar's business.

         3.13     INSURANCE.  The  insurance  policies  owned and  maintained by
Cougar that are  material to Cougar are in full force and effect,  all  premiums
due and payable thereon have been paid (other than



                                       14
<PAGE>

retroactive or  retrospective  premium  adjustments that Cougar is not currently
required,  but may in the future be required,  to pay with respect to any period
ending prior to the date of this  Agreement),  and Cougar has received no notice
of cancellation or termination with respect to any such policy that has not been
replaced on substantially similar terms prior to the date of such cancellation.

         3.14     NO UNDISCLOSED LIABILITIES. Except as reflected in the balance
sheet of Cougar at December 31, 2004 (the "Cougar Latest Balance Sheet"), Cougar
has no liabilities  (whether  accrued,  absolute,  contingent,  unliquidated  or
otherwise except (i) liabilities  which have arisen after the date of the Cougar
Latest  Balance  Sheet in the  ordinary  course of business  (none of which is a
material uninsured liability),  (ii) liabilities under this Agreement,  or (iii)
as otherwise set forth in SCHEDULE 3.14.

         3.15     ENVIRONMENTAL  MATTERS.  None  of  the  operations  of  Cougar
involves  the  generation,  transportation,  treatment,  storage or  disposal of
hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state, local or
foreign equivalent.

         3.16     ABSENCE  OF  CERTAIN  DEVELOPMENTS.  Except  as set  forth  in
SCHEDULE 3.16 or as disclosed in the Cougar Financial Statements or as otherwise
contemplated  by this  Agreement,  since the date of the Cougar  Latest  Balance
Sheet,  Cougar has conducted its business only in the ordinary course consistent
with past  practice and there has not occurred or been entered into, as the case
may be:  (i) any  event  having a  Material  Adverse  Effect  on  Cougar  or the
Surviving  Company,  (ii) any event that could reasonably be expected to prevent
or materially  delay the  performance of Cougar's  obligations  pursuant to this
Agreement,  (iii) any  material  change by  Cougar  in its  accounting  methods,
principles or practices,  (iv) any declaration,  setting aside or payment of any
dividend or  distribution in respect of the shares of capital stock of Cougar or
any redemption, purchase or other acquisition of any of Cougar's securities, (v)
any  increase in the  compensation  or benefits or  establishment  of any bonus,
insurance,   severance,  deferred  compensation,   pension,  retirement,  profit
sharing,  stock option  (including,  without  limitation,  the granting of stock
options,  stock  appreciation  rights,  performance  awards or restricted  stock
awards),  stock purchase or other employee benefit plan of Cougar,  or any other
increase  in the  compensation  payable or to become  payable to any  employees,
officers,  consultants  or  directors  of Cougar,  (vi) other than  issuances of
options pursuant to duly adopted option plans,  any issuance,  grants or sale of
any stock, options,  warrants,  notes, bonds or other securities,  or entry into
any  agreement  with  respect  thereto by  Cougar,  (vii) any  amendment  to the
Certificate  of  Incorporation  or Bylaws of  Cougar,  (viii)  other than in the
ordinary  course of  business  consistent  with past  practice,  any (w) capital
expenditures  by Cougar,  (x)  purchase,  sale,  assignment  or  transfer of any
material  assets by  Cougar,  (y)  mortgage,  pledge or  existence  of any lien,
encumbrance  or  charge  on any  material  assets  or  properties,  tangible  or
intangible  of  Cougar,  except  for liens for taxes not yet due and such  other
liens,  encumbrances or charges which do not,  individually or in the aggregate,
have a  Material  Adverse  Effect  on Cougar or the  Surviving  Company,  or (z)
cancellation,  compromise, release or waiver by Cougar of any rights of material
value or any  material  debts or claims,  (ix) any  incurrence  by Cougar of any
material liability (absolute or contingent),  except for current liabilities and
obligations  incurred in the ordinary  course of business  consistent  with past
practice,  (x) damage,  destruction  or similar loss,  whether or not covered by
insurance, materially affecting the business or properties of Cougar, (xi) entry
into any agreement, contract, lease or license other than in the ordinary course
of business consistent with past practice, (xii) any acceleration,  termination,
modification  or cancellation  of any agreement,  contract,  lease or license to
which Cougar is a party or by which it is bound, (xiii) entry by Cougar into any
loan or other  transaction with any officers,  directors or employees of Cougar,
(xiv)  any  charitable  or  other  capital  contribution  by  Cougar  or  pledge
therefore,  (xv) entry by Cougar into any transaction of a material nature other
than in the ordinary course of business consistent with past practice,  or (xvi)
any negotiation or agreement by the Cougar to do any of the things  described in
the preceding clauses (i) through (xv).



                                       15
<PAGE>

         3.17     EMPLOYEE BENEFIT PLANS.

                 (a) SCHEDULE  3.17(A) lists all (i) "employee  benefit  plans,"
within the  meaning of Section  3(3) of ERISA,  of  Cougar,  (ii)  bonus,  stock
option,   stock  purchase,   stock  appreciation  right,   incentive,   deferred
compensation,  supplemental  retirement,  severance,  and fringe  benefit plans,
programs,   policies  or  arrangements,   and  (iii)  employment  or  consulting
agreements,  for the benefit of, or relating to, any current or former  employee
(or any beneficiary  thereof) of Cougar,  in the case of a plan described in (i)
or (ii) above,  that is currently  maintained by Cougar or with respect to which
Cougar  has  an  obligation  to  contribute,  and in the  case  of an  agreement
described  in (iii) above,  that is  currently  in effect (the "Cougar  Plans").
Cougar has  heretofore  made  available to GVC true and  complete  copies of the
Cougar Plans and any amendments thereto, any related trust,  insurance contract,
summary plan  description,  and, to the extent required under ERISA or the Code,
the  most  recent   annual  report  on  Form  5500  and  summaries  of  material
modifications.

                 (b) No Cougar  Plan is (1) a  "multiemployer  plan"  within the
meaning of Sections 3(37) or 4001(a)(3) of ERISA, (2) a "multiple employer plan"
within the meaning of Section  3(40) of ERISA or Section  413(c) of the Code, or
(3) is subject to Title IV of ERISA or Section 412 of the Code.

                 (c)  Except  as set  forth  in  SCHEDULE  3.17(C),  there is no
proceeding pending or, to Cougar's  Knowledge,  threatened against the assets of
any Cougar Plan or, with respect to any Cougar Plan,  against  Cougar other than
proceedings  that  would not  reasonably  be  expected  to result in a  material
liability,  and  to  Cougar's  Knowledge  there  is  no  proceeding  pending  or
threatened  in writing  against  any  fiduciary  of any  Cougar  Plan other than
proceedings  that  would not  reasonably  be  expected  to result in a  material
liability.

                 (d) Each of the Cougar Plans has been operated and administered
in all  material  respects  in  accordance  with its terms and  applicable  law,
including, but not limited to, ERISA and the Code.

                 (e) Each of the Cougar Plans that is intended to be "qualified"
within  the  meaning  of Section  401(a) of the Code has  received  a  favorable
determination, notification, or opinion letter from the IRS.

                 (f)  Except  as set forth in  SCHEDULE  3.17(F),  no  director,
officer, or employee of Cougar will become entitled to retirement,  severance or
similar  benefits  or  to  enhanced  or  accelerated   benefits  (including  any
acceleration of vesting or lapsing of restrictions  with respect to equity-based
awards)  under  any  Cougar  Plan  solely  as a result  of  consummation  of the
transactions contemplated by this Agreement.

         3.18     EMPLOYEES.

                 (a)  SCHEDULE  3.18 lists the  following  information  for each
employee and each director of Cougar as of the date of this Agreement, including
each employee on leave of absence or layoff  status:  (i) name;  (ii) job title;
(iii)  current  annual  base  salary or  annualized  wages;  and (iv) cash bonus
compensation earned during 2004.

                 (b)  Except as  otherwise  set forth in  SCHEDULE  3.18,  or as
contemplated  by this  Agreement,  to the  Knowledge of Cougar,  (i) neither any
executive  employee of Cougar nor any group of Cougar's  employees has any plans
to  terminate  his,  her or its  employment;  (ii) Cougar has no material  labor
relations problem pending and its labor relations are satisfactory;  (iii) there
are no workers'  compensation  claims pending against Cougar nor is Cougar aware
of any facts  that  would give rise to such a claim;  (iv) to the  Knowledge  of
Cougar,  no  employee  of Cougar is  subject to any  secrecy  or  noncompetition
agreement or any other agreement or restriction of any kind that would impede in
any way the ability of such  employee to carry out fully all  activities of such
employee in furtherance of the business of Cougar; and (v) no employee or



                                       16
<PAGE>

former  employee  of  Cougar  has any claim  with  respect  to any  intellectual
property rights of Cougar set forth in SCHEDULE 3.20(B) hereto.

         3.19     PROPRIETARY  INFORMATION AND  INVENTIONS.  Each current Cougar
employee,   consultant,   and  advisory  board  member  is  party  to  either  a
non-disclosure  agreement  in the  form  attached  as  SCHEDULE  3.19  or  other
agreement   relating  to  employment  with  Cougar  and  containing   comparable
non-disclosure  provisions.  To Cougar's Knowledge,  no current or former Cougar
employee,  consultant or advisory board member who is party to a  non-disclosure
agreement has breached that non-disclosure  agreement. To Cougar's Knowledge, no
current Cougar employee,  consultant or advisory board member who is party to an
alternative  employment  agreement  with Cougar has breached the  non-disclosure
provisions of that agreement.

         3.20     INTELLECTUAL PROPERTY.

                 (a) Except as set forth in SCHEDULE 3.20(A),  to its Knowledge,
Cougar owns or has valid and  enforceable  licenses to use all of the  following
used  in  or  necessary   to  conduct  its   business  as  currently   conducted
(collectively, the "Cougar Intellectual Property"):

                     (i) patents,  including any  registrations,  continuations,
continuations in part,  renewals,  and any applications for any of the foregoing
(collectively, "Patents");

                     (ii) registered and  unregistered  copyrights and copyright
applications (collectively, "Copyrights");

                     (iii)  registered  and  unregistered  trademarks,   service
marks, trade names, slogans,  logos, designs and general intangibles of the like
nature, together with all registrations and applications therefor (collectively,
"Trademarks");

                     (iv) trade secrets,  confidential or proprietary  technical
information,  know-how, designs, processes, research in progress, inventions and
invention  disclosures  (whether  patentable  or  unpatentable)   (collectively,
"Know-How");

                     (v)   software   (together   with   Patents,    Copyrights,
Trademarks, and Know-How, "Intellectual Property").

                 (b) Set forth on SCHEDULE  3.20(B) is a complete  and  accurate
list of all Patents, Trademarks,  registered or material Copyrights and software
owned by or licensed by or to, Cougar.  SCHEDULE  3.20(B),  including a complete
and  accurate  list of all Persons  from which or to which  Cougar  licenses any
material Intellectual Property.

                 (c) To its Knowledge, Cougar has exclusive rights to the Cougar
Intellectual  Property  (with  the  exception  of any such  rights  retained  by
governmental  organizations  and  licensors),  free and  clear of all  liens and
encumbrances and free of all licenses except those set forth in SCHEDULE 3.20(C)
and  licenses  relating  to  off-the-shelf  software  having  a  per-application
acquisition  price of less than  $5,000.  No Copyright  registration,  Trademark
registration,  or Patent set forth in SCHEDULE  3.20(B)  has lapsed,  expired or
been  abandoned  or  cancelled,  or is subject to any  pending  or, to  Cougar's
Knowledge, threatened opposition or cancellation proceeding in any country.

                 (d)  Except  as set  forth in  SCHEDULE  3.20(D),  to  Cougar's
Knowledge  (1) neither the conduct of  Cougar's  business  nor the  manufacture,
marketing,  licensing,  sale,  distribution  or use of its  products or services
infringes  upon the  proprietary  rights  of any  Person,  and (2)  there are no
infringements of the Cougar



                                       17
<PAGE>

Intellectual Property by any Person. Except as set forth in SCHEDULE 3.20(a) and
SCHEDULE  3.20(C),  there  are no claims  pending  or,  to  Cougar's  Knowledge,
threatened (1) alleging that Cougar's business as currently  conducted infringes
upon or constitutes an unauthorized  use or violation of the proprietary  rights
of any Person,  or (2) alleging that the Cougar  Intellectual  Property is being
infringed  by  any  Person,  or  (3)  challenging  the  ownership,  validity  or
enforceability of the Cougar Intellectual Property.

                 (e)  Cougar  has  not  entered  into  any  consent   agreement,
indemnification   agreement,   forbearance  to  sue,  settlement   agreement  or
cross-licensing  arrangement with any Person relating to the Cougar Intellectual
Property other than as part of the license agreements listed in SCHEDULE 3.20(B)
or set forth in SCHEDULE 3.20(C).

                 (f) Except as set forth in SCHEDULE 3.20(F), Cougar is not, nor
will it be as a result of the  execution  and delivery of this  Agreement or the
performance of its obligations  under this Agreement,  in breach of any license,
sublicense or other contract relating to the Cougar  Intellectual  Property that
could  reasonably  be  expected,  individually  or in the  aggregate,  to have a
Material Adverse Effect on Cougar or the Surviving Company.

         3.21     TAX-FREE  REORGANIZATION.  Neither  Cougar  nor,  to  Cougar's
Knowledge, any of its Affiliates has through the date of this Agreement taken or
agreed to take any action that would  prevent the Merger  from  qualifying  as a
reorganization under Section 368(a) of the Code.

         3.22     VOTE REQUIRED. The affirmative vote of a majority of the votes
that holders of the  outstanding  shares of Cougar  Common Stock are entitled to
cast is the only vote of the  holders  of any class or series of Cougar  capital
stock necessary to approve the Merger.

         3.23     FULL DISCLOSURE.  The representations and warranties of Cougar
contained in this Agreement (and in any schedule, exhibit,  certificate or other
instrument  to be delivered  under this  Agreement)  are true and correct in all
material  respects,  and such  representations  and  warranties  do not omit any
material fact necessary to make the statements  contained  therein,  in light of
the circumstances  under which they were made, not misleading.  There is no fact
of which  Cougar has  Knowledge  that has not been  disclosed to GVC pursuant to
this Agreement,  including the schedules hereto,  all taken together as a whole,
which has had or could  reasonably be expected to have a Material Adverse Effect
on Cougar or the Surviving Company or materially adversely affect the ability of
Cougar to consummate in a timely manner the transactions contemplated hereby.

                                   ARTICLE IV
            REPRESENTATIONS AND WARRANTIES OF GVC AND GVC ACQUISITION

         GVC and GVC  Acquisition  hereby  represent  and  warrant  to Cougar as
follows (for  purposes of this ARTICLE IV, all  references  to GVC shall include
GVC and GVC's Subsidiaries):

         4.1      ORGANIZATION AND  QUALIFICATION.  GVC and GVC Acquisition each
are, and on the Effective Date will be,  corporations  duly  organized,  validly
existing and in good standing under the laws of the State of Delaware,  and each
has, and on the Effective Date will have, the requisite corporate power to carry
on their respective businesses as now conducted.  Each GVC Subsidiary is, and on
the Effective Date will be, a corporation  duly organized,  validly existing and
in good standing under the laws of the state of its jurisdiction.  The copies of
the Certificate of Incorporation and Bylaws of GVC and GVC Acquisition that have
been made  available  to Cougar  on or prior to the date of this  Agreement  are
correct  and  complete  copies  of such  documents  as in  effect as of the date
hereof,  and shall be in effect on the Effective  Date.  Each of GVC and the GVC
Subsidiaries  is, and on the Effective Date will be, licensed or qualified to do
business in every jurisdiction which the nature of its business or its ownership
of property requires it to be licensed or qualified,



                                       18
<PAGE>

except  where  the  failure  to be so  licensed  or  qualified  would not have a
Material Adverse Effect on GVC or any GVC Subsidiary.

         4.2      AUTHORITY RELATIVE TO THIS AGREEMENT; NON-CONTRAVENTION.  Each
of GVC and GVC  Acquisition  has the requisite  corporate power and authority to
enter  into this  Agreement,  and to carry out its  obligations  hereunder.  The
execution  and delivery of this  Agreement by GVC and GVC  Acquisition,  and the
consummation by GVC and GVC Acquisition of the transactions  contemplated hereby
have been duly authorized by the Boards of Directors of GVC and GVC Acquisition.
No  further  corporate  proceedings  on the part of GVC or GVC  Acquisition  are
necessary to authorize  the  execution  and delivery of this  Agreement  and the
consummation of the transactions contemplated hereby or will otherwise be sought
by GVC.  This  Agreement  has been duly  executed  and  delivered by GVC and GVC
Acquisition  and,  assuming  it is a valid and  binding  obligation  of  Cougar,
constitutes  a  valid  and  binding   obligation  of  GVC  and  GVC  Acquisition
enforceable in accordance with its terms except as enforcement may be limited by
general  principles  of equity  whether  applied in a court of law or a court of
equity and by  bankruptcy,  insolvency  and similar  laws  affecting  creditors'
rights and remedies  generally.  Except as set forth in SCHEDULE 4.2, GVC is not
subject  to,  or  obligated  under,  any  provision  of (a) its  Certificate  of
Incorporation or Bylaws,  (b) any agreement,  arrangement or understanding,  (c)
any license,  franchise or permit,  nor (d) subject to obtaining  the  approvals
referred  to in the next  sentence,  any law,  regulation,  order,  judgment  or
decree,  which would  conflict  with, be breached or violated,  or in respect of
which a right of termination or acceleration or any security interest, charge or
encumbrance on any of its assets would be created, by the execution, delivery or
performance  of  this  Agreement  or  the   consummation  of  the   transactions
contemplated hereby, other than any such conflicts, breaches, violations, rights
of termination or  acceleration or security  interests,  charges or encumbrances
which,  in the  aggregate,  could not  reasonably be expected to have a Material
Adverse Effect on GVC. Except for (x) approvals under  applicable Blue Sky laws,
(y) the filing of the  Certificate  of Merger  with the  Delaware  Secretary  of
State, and (z) such filings,  authorizations or approvals as may be set forth in
SCHEDULE  4.2, no  authorization,  consent or approval of, or filing  with,  any
public  body,  court  or  authority  is  necessary  on  the  part  of GVC or GVC
Acquisition for the  consummation by GVC or GVC Acquisition of the  transactions
contemplated  by this  Agreement,  except  for  such  authorizations,  consents,
approvals  and  filings as to which the failure to obtain or make the same would
not, in the aggregate,  reasonably be expected to have a Material Adverse Effect
on  GVC  or  GVC  Acquisition,  or  adversely  affect  the  consummation  of the
transactions contemplated hereby.

         4.3      CAPITALIZATION.

                 (a) The authorized,  issued and  outstanding  shares of capital
stock of GVC as of the date hereof are correctly  set forth on SCHEDULE  4.3(A),
and shall remain as set forth on SCHEDULE  4.3(A) up to the Effective  Date. The
issued and outstanding  shares of capital stock of GVC are, and on the Effective
Date will be, duly authorized,  validly issued, fully paid and nonassessable and
not issued in violation of any preemptive  rights and, to GVC's Knowledge,  free
from any restrictions on transfer (other than restrictions  under the Securities
Act or state securities laws) or any option,  lien,  pledge,  security interest,
encumbrance or charge of any kind.  Other than as described on SCHEDULE  4.3(A),
GVC has, and on the  Effective  Date will have,  no other equity  securities  or
securities  containing any equity  features  authorized,  issued or outstanding.
Except as set forth in SCHEDULE 4.3(A) hereto,  there are no agreements or other
rights or  arrangements  existing  which  provide  for the sale or  issuance  of
capital stock by GVC and there are no rights, subscriptions,  warrants, options,
conversion rights or agreements of any kind outstanding to purchase or otherwise
acquire from GVC any shares of capital  stock or other  securities of GVC of any
kind,  and there will not be any such  agreements  prior to or on the  Effective
Date.  Except as set forth on SCHEDULE  4.3(A),  there are, and on the Effective
Date there will be, no agreements or other obligations (contingent or otherwise)
which may  require  GVC to  repurchase  or  otherwise  acquire any shares of its
capital stock.



                                       19
<PAGE>

                 (b) Except as set forth on SCHEDULE 4.3(B),  GVC is not a party
to, and, to GVC's Knowledge,  there do not exist, any voting trusts, proxies, or
other contracts with respect to the voting of shares of capital stock of GVC.

                 (c) The authorized capital of GVC Acquisition consists of 1,000
shares of common stock,  par value $.01 per share,  all of which are, and on the
Effective  Date will be, issued and  outstanding  and held of record by GVC. The
issued and outstanding  shares of capital stock of GVC  Acquisition  are, and on
the Effective  Date will be, duly  authorized,  validly  issued,  fully paid and
nonassessable  and have not been issued in violation of any  preemptive  rights,
and, to GVC's  Knowledge,  free from any  restrictions  on transfer  (other than
restrictions  under the Securities Act or state  securities laws) or any option,
lien, pledge, security interest, encumbrance or charge of any kind. There are no
rights, subscriptions, warrants, options, conversion rights or agreements of any
kind  outstanding  to purchase or  otherwise  acquire from GVA  Acquisition  any
shares of capital stock or other  securities of GVC Acquisition of any kind, and
there will not be any such agreements  prior to or on the Effective Date.  There
are, and on the Effective Date there will be, no agreements or other obligations
(contingent  or otherwise)  which may require GVC  Acquisition  to repurchase or
otherwise acquire any shares of its capital stock.

         4.4      EXCHANGE ACT REPORTS. Prior to the date of this Agreement, GVC
has made  available to Cougar  complete and accurate  copies of (a) GVC's Annual
Reports on Form 10-KSB (as amended) for the years ended June 30, 2002, 2003, and
2004  (the  "GVC  10-K  Reports"),  as filed  with the  SEC,  (b) all GVC  proxy
statements and annual reports to  stockholders  used in connection with meetings
of GVC stockholders  held since July 1, 2002 (the "GVC Proxy  Statements");  (c)
GVC's  Quarterly  Reports on Form 10-QSB for the quarters  ended  September  30,
2004,  December  31,  2004,  and March  31,  2005,  respectively  (the "GVC 10-Q
Reports"),  as filed with the SEC; and (d) all current reports on Form 8-K filed
with the SEC after June 30, 2004 (the "GVC 8-K  Reports,"  and together with the
GVC 10-K  Reports,  GVC  Proxy  Statements  and GVC 10-Q  Reports,  the "GVC SEC
Filings").  As of their respective dates or as subsequently amended prior to the
date  hereof,  each of the GVC SEC  Filings  (i)  did  not  contain  any  untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances under which they were made, not misleading and (ii) complied as to
form in all material  respects with the applicable  rules and regulations of the
SEC. Since January 1, 2004, GVC has filed in a timely manner all reports that it
was required to file with the SEC pursuant to Section  13(a),  14(a),  14(c) and
15(d)  of the  Exchange  Act.  The  financial  statements  (including  footnotes
thereto)  included in or incorporated by reference into the GVC 10-K Reports and
the GVC 10-Q  Reports  were  prepared  in  accordance  with  GAAP  applied  on a
consistent basis during the periods involved (except as otherwise noted therein)
and fairly present, in all material respects,  the financial condition of GVC as
of the dates  thereof and  results of  operations  for the  periods  referred to
therein.

         4.5      LITIGATION.  As of the  date  hereof,  there  are no  actions,
suits,  proceedings,  orders or  investigations  pending or, to the Knowledge of
GVC,  threatened  against GVC, at law or in equity, or before or by any federal,
state or other governmental  department,  commission,  board, bureau,  agency or
instrumentality, domestic or foreign.

         4.6      SUBSIDIARIES.  SCHEDULE 4.6 correctly  sets forth the name and
jurisdiction of incorporation of each subsidiary of GVC (each a "GVC Subsidiary"
and collectively, the "GVC Subsidiaries").  Except as disclosed on SCHEDULE 4.6,
all of the issued and outstanding shares of capital stock of each GVC Subsidiary
are owned directly by GVC free and clear of any option,  lien, pledge,  security
interest,  encumbrance or charge of any kind. All of the  outstanding  shares of
capital stock of each GVC  Subsidiary  have been, and on the Effective Date will
be, duly and validly authorized and issued and are fully paid and nonassessable.
Except as set forth in SCHEDULE  4.6,  GVC does not, and on the  Effective  Date
will not, own any stock,  partnership



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<PAGE>

interest,  joint venture  interest or any other  security or ownership  interest
issued by any other Person that is not a GVC Subsidiary.

         4.7      NO BROKERS  OR  FINDERS.  None of GVC or any of its  officers,
directors,  employees or Affiliates has employed any broker, finder,  investment
banker or  investment  advisor  or Person  performing  a  similar  function,  or
incurred any liability  for brokerage  commissions,  finders'  fees,  investment
advisory  fees or  similar  compensation  in  connection  with the  transactions
contemplated by this Agreement.

                 4.8 TAX MATTERS.

                 (a) (i) GVC has timely  filed (or has had  timely  filed on its
behalf) all returns, declarations,  reports, estimates, information returns, and
statements,  including  any schedules and  amendments  to such  documents  ("GVC
Returns"),  required  to be  filed  or sent by it in  respect  of any  Taxes  or
required to be filed or sent by it by any taxing authority having  jurisdiction;
(ii) all such GVC Returns are complete  and  accurate in all material  respects;
(iii) GVC has timely and properly paid (or has had paid on its behalf) all Taxes
required to be paid by it; (iv) GVC has  established  on the GVC Latest  Balance
Sheet,  in accordance  with GAAP,  reserves that are adequate for the payment of
any Taxes not yet paid;  (v) GVC has complied with all applicable  laws,  rules,
and  regulations  relating to the  collection or withholding of Taxes from third
parties  (including  without  limitation  employees)  and  the  payment  thereof
(including,  without  limitation,  withholding  of Taxes under Sections 1441 and
1442 of the Code, or similar provisions under any foreign laws).

                 (b) There are no liens for Taxes upon any assets of GVC, except
liens for Taxes not yet due.

                 (c) No deficiency for any Taxes has been asserted, assessed or,
to GVC's Knowledge,  proposed against GVC that has not been resolved and paid in
full or is not being contested in good faith. No waiver, extension or comparable
consent  given by GVC regarding the  application  of the statute of  limitations
with respect to any Taxes or Returns is outstanding,  nor is any request for any
such  waiver  or  consent  pending.  There  has  been  no  Tax  audit  or  other
administrative  proceeding or court  proceeding  with regard to any Taxes or GVC
Returns,  nor is any such Tax audit or other proceeding  pending,  nor has there
been any notice to GVC by any Taxing  authority  regarding any such Tax audit or
other  proceeding,  or, to the  Knowledge of GVC, is any such Tax audit or other
proceeding  threatened  with  regard to any Taxes or GVC  Returns.  GVC does not
expect the assessment of any additional Taxes of GVC for any period prior to the
date hereof and has no Knowledge of any unresolved questions, claims or disputes
concerning  the  liability  for Taxes of GVC which  would  exceed the  estimated
reserves established on its books and records.

                 (d)  GVC  is  not  a  party  to  any  agreement,   contract  or
arrangement that would result, separately or in the aggregate, in the payment of
any "excess  parachute  payments" within the meaning of Section 280G of the Code
and the consummation of the transactions contemplated by this Agreement will not
be a factor causing payments to be made by GVC not to be deductible (in whole or
in part)  under  Section  280G of the Code.  GVC is not  liable for Taxes of any
other Person, and is not currently under any contractual obligation to indemnify
any Person with respect to Taxes, or a party to any tax sharing agreement or any
other agreement  providing for payments by GVC with respect to Taxes. GVC is not
a party to any joint venture, partnership or other arrangement or contract which
could be treated as a partnership  for federal income tax purposes.  GVC has not
agreed and is not  required,  as a result of a change in method of accounting or
otherwise,  to include  any  adjustment  under  Section  481 of the Code (or any
corresponding  provision  of state,  local or foreign  law) in  taxable  income.
SCHEDULE  4.8 contains a list of all  jurisdictions  in which GVC is required to
file any GVC Return and no claim has ever been made by a taxing  authority  in a
jurisdiction where GVC does not currently file GVC Returns that GVC is or may be
subject  to  taxation  by that  jurisdiction.  There are no  advance  rulings in
respect of any Tax pending or issued by any Taxing authority with respect to



                                       21
<PAGE>

any Taxes of GVC. GVC has not entered into any gain recognition agreements under
Section 367 of the Code and the regulations promulgated  thereunder.  GVC is not
liable with respect to any  indebtedness the interest of which is not deductible
for applicable federal, foreign, state or local income tax purposes.

                 (e) GVC has been  neither a  "distributing  corporation"  nor a
"controlled  corporation"  (within  the meaning of Section 355 of the Code) in a
distribution of stock qualifying for tax-free treatment under Section 355 of the
Code.

                 (f) Except as set forth on SCHEDULE  4.8, GVC has not requested
any extension of time within which to file any GVC Return,  which return has not
since been filed.

         4.9      CONTRACTS AND COMMITMENTS.

                 (a) SCHEDULE 4.9 hereto lists the following agreements, whether
oral or written,  to which GVC is a party,  which are  currently in effect,  and
which  relate to the  operation of GVC's  business:  (i)  collective  bargaining
agreement or contract with any labor union; (ii) bonus, pension, profit sharing,
retirement or other form of deferred  compensation  plan; (iii)  hospitalization
insurance or other welfare benefit plan or practice, whether formal or informal;
(iv) stock purchase or stock option plan; (v) contract for the employment of any
officer,  individual employee or other person on a full-time or consulting basis
or  relating  to  severance  pay  for  any  such  person;  (vi)  confidentiality
agreement; (vii) contract,  agreement or understanding relating to the voting of
GVC Common  Stock or the  election of  directors  of GVC;  (viii)  agreement  or
indenture  relating  to the  borrowing  of money or to  mortgaging,  pledging or
otherwise  placing a lien on any of the  assets  of GVC;  (ix)  guaranty  of any
obligation for borrowed money or otherwise;  (x) lease or agreement  under which
GVC is lessee of, or holds or operates any property, real or personal,  owned by
any other party,  for which the annual  rental  exceeds  $10,000;  (xi) lease or
agreement  under  which GVC is lessor of, or permits  any third party to hold or
operate,  any property,  real or personal,  for which the annual rental  exceeds
$10,000;  (xii)  contract which  prohibits GVC from freely  engaging in business
anywhere in the world;  (xiii) license agreement or agreement  providing for the
payment or receipt of royalties or other  compensation by GVC in connection with
the  Intellectual  Property  rights;  (xiv)  contract or commitment  for capital
expenditures  in excess of $10,000;  (xv)  agreement for the sale of any capital
asset;  (xvi) contract with any GVC  Subsidiary any Affiliate  thereof or of GVC
(other   than  for   employment   on   customary   terms);   (xvii)   contracts,
understandings,  arrangements  or  commitments  with respect to the  acquisition
and/or  use  by  GVC  of  Intellectual  Property  of  others  or  by  others  of
Intellectual  Property  of GVC;  or  (xviii)  other  agreement  which is  either
material to GVC's  business or was not entered  into in the  ordinary  course of
business.

                 (b) To  GVC's  Knowledge,  GVC has  performed  all  obligations
required  to  be  performed   by  them  in   connection   with  the   contracts,
understandings,  arrangements  and  commitments  required  to  be  disclosed  in
SCHEDULE  4.9 hereto  and is not in  receipt  of any claim of default  under any
contract,  understanding,  arrangement  or  commitment  required to be disclosed
under such  caption;  GVC has no present  expectation  or intention of not fully
performing  any material  obligation  pursuant to any  contract,  understanding,
arrangement or commitment  required to be disclosed under such caption;  and GVC
has no Knowledge of any breach or  anticipated  breach by any other party to any
contract,  understanding,  arrangement  or  commitment  required to be disclosed
under such caption.

         4.10     AFFILIATE  TRANSACTIONS.  Except as set forth in SCHEDULE 4.10
hereto,  and other than  pursuant to this  Agreement,  no  officer,  director or
employee  of GVC,  or any member of the  immediate  family of any such  officer,
director  or  employee,  or any  entity  in which any of such  persons  owns any
beneficial  interest (other than any  publicly-held  corporation  whose stock is
traded on a  national  securities  exchange,  the Nasdaq  National  or Small Cap
Markets, or in an over-the-counter market and less than one percent of the stock
of  which  is  beneficially  owned by any of such  persons)  (collectively  "GVC
Insiders"),  has any agreement  with



                                       22
<PAGE>

GVC or any  interest  in any  property,  real,  personal  or mixed,  tangible or
intangible,  used in or pertaining to the business of GVC (other than  ownership
of capital  stock of GVC  Subsidiaries).  GVC is not indebted to any GVC Insider
(except for reimbursement of ordinary  business  expenses) and no GVC Insider is
indebted to GVC) except for cash advances for ordinary  business  expenses).  No
GVC Insider has any direct or indirect  interest in any competitor,  supplier or
customer of GVC or in any person, firm or entity from whom or to whom GVC leases
any  property,  or in any other  person,  firm or entity with whom GVC transacts
business of any nature.  For purposes of this SECTION  4.10,  the members of the
immediate  family of an  officer,  director  or  employee  shall  consist of the
spouse, parents, children or siblings of such officer, director or employee.

         4.11     COMPLIANCE WITH LAWS; PERMITS.

                 (a) Except for any  noncompliance  that would not reasonably be
expected  to  have a  Material  Adverse  Effect  on GVC,  GVC and its  officers,
directors,  agents  and  employees  have  complied  with  all  applicable  laws,
regulations  and other  requirements,  including,  but not limited to,  federal,
state,  local  and  foreign  laws,  ordinances,  rules,  regulations  and  other
requirements  pertaining to equal employment  opportunity,  employee retirement,
affirmative action and other hiring practices,  occupational  safety and health,
workers' compensation, unemployment and building and zoning codes, and no claims
have been filed  against GVC,  and GVC has not  received any notice,  alleging a
violation  of any  such  laws,  regulations  or other  requirements.  GVC is not
relying on any exemption from or deferral of any such applicable law, regulation
or other  requirement  that would not be  available  to Cougar after it acquires
GVC's properties, assets and business.

                 (b) GVC has, in full force and effect,  all  licenses,  permits
and certificates from federal,  state, local and foreign authorities (including,
without limitation,  federal and state agencies  regulating  occupational health
and safety)  necessary  to permit it to conduct its business and own and operate
its properties  (collectively,  the "GVC Permits"). A true, correct and complete
list of all the GVC  Permits is set forth in  SCHEDULE  4.11(B)  hereto.  To the
Knowledge of GVC, GVC has conducted its business in compliance with all material
terms and conditions of the GVC Permits, except for any noncompliance that would
not  reasonably  be  expected  to have a Material  Adverse  Effect on GVC or GVC
Acquisition.

         4.12     VALIDITY OF THE GVC COMMON  STOCK.  The shares of GVC Series A
Preferred  Stock to be issued to holders of Cougar Common Stock pursuant to this
Agreement will be, when issued, duly authorized,  validly issued, fully paid and
nonassessable.

         4.13     BOOKS AND RECORDS.  The books of account,  minute books, stock
record books, and other records of GVC,  complete copies of which have been made
available to Cougar,  have been properly kept and contain no inaccuracies except
for inaccuracies that would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect on GVC. At the Closing,  all of GVC's
records will be in the possession of GVC.

         4.14     REAL PROPERTY.  GVC does not own any real  property.  SCHEDULE
4.14 contains an accurate list of all leaseholds  and other  interests of GVC in
any real  property.  GVC has good and valid title to those  leaseholds and other
interests free and clear of all liens and encumbrances, and the real property to
which those  leasehold and other  interests  pertain  constitutes  the only real
property used in GVC's business.

         4.15     Insurance.  Any insurance policies owned and maintained by GVC
that are  material to GVC are in full force and  effect,  all  premiums  due and
payable thereon have been paid (other than retroactive or retrospective  premium
adjustment  that  GVC is not  currently  required,  but  may  in the  future  be
required,  to pay with  respect to nay period  ending  prior to the date of this
Agreement),  and GVC has received no notice of



                                       23
<PAGE>

cancellation  or  termination  with respect to any such policy that has not been
replaced on substantially similar terms prior to the date of such cancellation.

         4.16     NO  UNDISCLOSED  LIABILITIES.   Except  as  reflected  in  the
unaudited  consolidated balance sheet of GVC at March 31, 2005 included in GVC's
Quarterly  Report  on Form  10-QSB  for such  period  (the "GVC  Latest  Balance
Sheet"),  GVC  has  no  liabilities  (whether  accrued,  absolute,   contingent,
unliquidated  or otherwise  except (i)  liabilities  which have arisen after the
date of the GVC Latest Balance Sheet in the ordinary course of business (none of
which is a material  uninsured  liability),  or (ii) as  otherwise  set forth in
SCHEDULE 4.16 attached hereto.

         4.17     ENVIRONMENTAL  MATTERS. None of the operations of GVC involves
the  generation,  transportation,  treatment,  storage or disposal of  hazardous
waste, as defined under 40 C.F.R.  Parts 260-270 or any state,  local or foreign
equivalent.

         4.18     ABSENCE  OF  CERTAIN  DEVELOPMENTS.  Except  as set  forth  in
SCHEDULE  4.18  or  as  disclosed  in  the  GVC  SEC  Filings  or  as  otherwise
contemplated  by this  Agreement,  since April 1, 2005,  GVC has  conducted  its
business only in the ordinary course consistent with past practice and there has
not  occurred or been entered  into,  as the case may be: (i) any event having a
Material Adverse Effect on GVC, (ii) any event that would reasonably be expected
to prevent or materially delay the performance of GVC's obligations  pursuant to
this  Agreement,  (iii) any material  change by GVC in its  accounting  methods,
principles or practices,  (iv) any declaration,  setting aside or payment of any
dividend or distribution in respect of the shares of capital stock of GVC or any
redemption,  purchase or other acquisition of any of GVC's  securities,  (v) any
increase  in the  compensation  or  benefits  or  establishment  of  any  bonus,
insurance,   severance,  deferred  compensation,   pension,  retirement,  profit
sharing,  stock option  (including,  without  limitation,  the granting of stock
options,  stock  appreciation  rights,  performance  awards or restricted  stock
awards),  stock  purchase or other  employee  benefit  plan of GVC, or any other
increase  in the  compensation  payable or to become  payable to any  employees,
officers,  consultants or directors of GVC, (vi) any issuance, grants or sale of
any stock, options,  warrants,  notes, bonds or other securities,  or entry into
any  agreement  with  respect  thereto  by  GVC,  (vii)  any  amendment  to  the
Certificate of Incorporation or Bylaws of GVC, (viii) other than in the ordinary
course of business consistent with past practice,  any (w) capital  expenditures
by GVC, (x) purchase,  sale,  assignment  or transfer of any material  assets by
GVC, (y) mortgage, pledge or existence of any lien, encumbrance or charge on any
material  assets or properties,  tangible or intangible of GVC, except for liens
for taxes not yet due and such other  liens,  encumbrances  or charges  which do
not, individually or in the aggregate, have a Material Adverse Effect on GVC, or
(z) cancellation, compromise, release or waiver by GVC of any rights of material
value  or any  material  debts or  claims,  (ix)  any  incurrence  by GVC of any
material liability (absolute or contingent),  except for current liabilities and
obligations  incurred in the ordinary  course of business  consistent  with past
practice,  (x) damage,  destruction  or similar loss,  whether or not covered by
insurance, materially affecting the business or properties of GVC, (xi) entry by
GVC into any  agreement,  contract,  lease or license other than in the ordinary
course of  business  consistent  with  past  practice,  (xii) any  acceleration,
termination,  modification or cancellation of any agreement,  contract, lease or
license to which GVC is a party or by which any of them is bound,  (xiii)  entry
by GVC into  any loan or other  transaction  with  any  officers,  directors  or
employees of GVC, (xiv) any charitable or other capital  contribution  by GVC or
any GVC Subsidiary or pledge  therefore,  (xv) entry by GVC into any transaction
of a material  nature other than in the ordinary  course of business  consistent
with past  practice,  or (xvi) any  negotiation or agreement by GVC to do any of
the things described in the preceding clauses (i) through (xv).

         4.19     EMPLOYEE BENEFIT PLANS.

                 (a) GVC does not have any (i) "employee  benefit plans," within
the meaning of Section 3(3) of ERISA, (ii) bonus, stock option,  stock purchase,
stock  appreciation  right,  incentive,   deferred



                                       24
<PAGE>

compensation,  supplemental  retirement,  severance,  and fringe  benefit plans,
programs,   policies  or   arrangements,   or  (iii)  employment  or  consulting
agreements,  for the benefit of, or relating to, any current or former  employee
(or any  beneficiary  thereof) of GVC, in the case of a plan described in (i) or
(ii) above, that is currently maintained by GVC or with respect to which GVC has
an obligation to contribute,  and in the case of an agreement described in (iii)
above, that is currently in effect.

                 (b) No  director,  officer,  or  employee  of GVC  will  become
entitled  to  retirement,  severance  or  similar  benefits  or to  enhanced  or
accelerated  benefits  (including  any  acceleration  of  vesting  or lapsing of
restrictions  with  respect  to  equity-based  awards)  solely  as a  result  of
consummation of the transactions contemplated by this Agreement.

         4.20     EMPLOYEES. GVC HAS NO EMPLOYEES.

         4.21     PROPRIETARY   INFORMATION  AND  INVENTIONS.   No  current  GVC
employee,   consultant,   and  advisory  board  member  is  party  to  either  a
non-disclosure  agreement  or  an  alternative  employment  agreement  with  GVC
containing comparable non-disclosure provisions.

         4.22     INTELLECTUAL PROPERTY.

                 (a)  GVC  does  not own or  license  the  right  to use any (i)
Patents,  (ii)  Copyrights,  (iii)  Trademarks,  (iv) Know-How,  or (v) software
(collectively, the "Intellectual Property").

                 (b)  To  GVC's  Knowledge,  GVC  is  not  infringing  upon  the
proprietary  rights of any  Person.  There are no  claims  pending  or, to GVC's
Knowledge, threatened alleging that GVC is currently infringing upon or using in
an unauthorized manner or violating the proprietary rights of any Person.

                 (c) GVC is not, nor will it be as a result of the execution and
delivery of this  Agreement or the  performance  of its  obligations  under this
Agreement,  in breach of any license,  sublicense or other Contract  relating to
Intellectual Property that would reasonably be expected,  individually or in the
aggregate, to have a Material Adverse Effect on GVC.

         4.23     TAX FREE REORGANIZATION.  Neither GVC nor, to GVC's Knowledge,
any of its Affiliates has through the date of this Agreement  taken or agreed to
take  any  action  that  would   prevent  the  Merger  from   qualifying   as  a
reorganization under Section 368(a) of the Code.

         4.24     FINANCIAL STATEMENTS. The financial statements of GVC included
in the GVC SEC Filings have been prepared in accordance  with GAAP  consistently
applied  with  past  practice  (except  in each case as  described  in the notes
thereto)  and on that  basis  present  fairly,  in all  material  respects,  the
financial  position  and the  results of  operations,  changes in  stockholders'
equity, and cash flows of GVC as of the dates of and for the periods referred to
in such financial statements.

         4.25     FULL DISCLOSURE. The representations and warranties of GVC and
GVC  Acquisition  contained in this  Agreement  (and in any  schedule,  exhibit,
certificate or other  instrument to be delivered  under this Agreement) are true
and correct in all material respects, and such representations and warranties do
not omit any material fact necessary to make the statements  contained  therein,
in light of the circumstances under which they were made, not misleading.  There
is no fact of  which  GVC or GVC  Acquisition  has  Knowledge  that has not been
disclosed to Cougar pursuant to this Agreement,  including the schedules hereto,
all taken together as a whole,  which has had or could reasonably be expected to
have  a  Material  Adverse  Effect  on GVC or  GVC  Acquisition,  or  materially
adversely affect the ability of GVC or GVC Acquisition to consummate in a timely
manner the transactions contemplated hereby.



                                       25
<PAGE>

                                    ARTICLE V
                     CONDUCT OF BUSINESS PENDING THE MERGER

         5.1      CONDUCT OF BUSINESS BY GVC. From the date of this Agreement to
the  Effective  Date,  unless  Cougar  shall  otherwise  agree in  writing or as
otherwise  expressly  contemplated  or  permitted  by other  provisions  of this
Agreement,  including  but not  limited  to this  SECTION  5.1,  GVC shall  not,
directly or indirectly,  (a) amend its Certificate of  Incorporation  or Bylaws,
except as set forth on  SCHEDULE  5.1,  (b)  split,  combine or  reclassify  any
outstanding shares of capital stock of GVC, (c) declare,  set aside, make or pay
any dividend or distribution in cash, stock,  property or otherwise with respect
to the capital stock of GVC, (d) default in its  obligations  under any material
debt,  contract or  commitment  which  default  results in the  acceleration  of
obligations due thereunder,  except for such defaults arising out of GVC's entry
into this Agreement for which consents, waivers or modifications are required to
be obtained as set forth on SCHEDULE 4.2, (e) conduct its business other than in
the ordinary  course on an  arms-length  basis and in accordance in all material
respects with all applicable  laws,  rules and regulations and GVC's past custom
and practice, (f) issue or sell any additional shares of, or options,  warrants,
conversions,  privileges  or rights of any kind to acquire any shares of, any of
its capital  stock,  except as otherwise  set forth in SCHEDULE 5.1 hereto or in
connection with the exercise or conversion of GVC securities  outstanding on the
date of this  Agreement or payment of stock  dividends,  (g) acquire (by merger,
exchange,  consolidation,  acquisition  of stock or  assets  or  otherwise)  any
corporation,  partnership,  joint  venture  or other  business  organization  or
division  or  material  assets  thereof or (h) make or change any  material  tax
elections,  settle or compromise  any material tax liability or file any amended
tax return.

         5.2      CONDUCT OF BUSINESS BY COUGAR. From the date of this Agreement
to the  Effective  Date,  unless  GVC shall  otherwise  agree in  writing  or as
otherwise  expressly  contemplated  or  permitted  by other  provisions  of this
Agreement,  including  but not limited to this  SECTION  5.2,  Cougar shall not,
directly or indirectly,  (a) amend its Certificate of  Incorporation  or Bylaws,
(b) split,  combine or  reclassify  any  outstanding  shares of capital stock of
Cougar,  (c) declare,  set aside,  make or pay any dividend or  distribution  in
cash, stock,  property or otherwise with respect to the capital stock of Cougar,
(d) default in its obligations  under any material debt,  contract or commitment
which default results in the acceleration of obligations due thereunder,  except
for such defaults  arising out of Cougar's  entry into this  Agreement for which
consents,  waivers or modifications  are required to be obtained as set forth on
SCHEDULE 3.2, (e) conduct its business  other than in the ordinary  course on an
arms-length basis and in accordance in all material respects with all applicable
laws, rules and regulations and Cougar's past custom and practice,  (f) issue or
sell any additional shares of, or options, warrants, conversions,  privileges or
rights of any kind to acquire any shares of, any of its capital stock, except in
connection with exercise or conversion of Cougar options or warrants outstanding
on the date of this Agreement, (g) acquire (by merger, exchange,  consolidation,
acquisition of stock or assets or otherwise) any corporation, partnership, joint
venture or other business organization or division or material assets thereof or
(h) make or change any material tax elections, settle or compromise any material
tax liability or file any amended tax return.

                                   ARTICLE VI
                       ADDITIONAL COVENANTS AND AGREEMENTS

         6.1      GOVERNMENTAL  FILINGS.  Subject  to the terms  and  conditions
herein provided, each party will use all reasonable efforts to take, or cause to
be taken,  all  actions  and to do, or cause to be done,  all things  necessary,
proper or advisable to consummate  and make effective as promptly as practicable
the  transactions  contemplated  by this  Agreement.  Each  party  will  use all
reasonable  efforts and will cooperate  with the other party in the  preparation
and  filing,  as soon as  practicable,  of all  filings,  applications  or other
documents  required under  applicable laws,  including,  but not limited to, the
Exchange Act, to consummate the  transactions  contemplated  by this  Agreement.
Prior to submitting each filing,  application,  registration  statement



                                       26
<PAGE>

or other document with the applicable regulatory authority,  each party will, to
the extent  practicable,  provide the other party with an  opportunity to review
and comment on each such application,  registration  statement or other document
to the extent  permitted by applicable  law. Each party will use all  reasonable
efforts  and will  cooperate  with the other  party in taking any other  actions
necessary  to obtain such  regulatory  or other  approvals  and  consents at the
earliest practicable time,  including  participating in any required hearings or
proceedings.

         6.2      EXPENSES.  Except as otherwise provided in this Agreement, all
costs  and  expenses   incurred  in  connection  with  this  Agreement  and  the
transactions contemplated hereby shall be paid by the party incurring such costs
and expenses.

         6.3      DUE DILIGENCE; ACCESS TO INFORMATION; CONFIDENTIALITY.

                 (a) Between the date  hereof and the Closing  Date,  Cougar and
GVC shall  afford to the other party and their  authorized  representatives  the
opportunity to conduct and complete a due diligence  investigation  of the other
party as described  herein.  In light of the foregoing,  each party shall permit
the other party full access on reasonable  notice and at reasonable hours to its
properties  and shall  disclose and make  available  (together with the right to
copy) to the other party and its officers, employees, attorneys, accountants and
other    representatives    (hereinafter    collectively    referred    to    as
"Representatives"),  all books,  papers,  and  records  relating  to the assets,
stock, properties, operations, obligations and liabilities of such party and its
subsidiaries,  including,  without limitation,  all books of account (including,
without limitation, the general ledger), tax records, minute books of directors'
and stockholders'  meetings,  organizational  documents,  bylaws,  contracts and
agreements,  filings with any regulatory  authority,  accountants'  work papers,
litigation files  (including,  without  limitation,  legal research  memoranda),
attorney's  audit  response  letters,  documents  relating  to assets  and title
thereto  (including,  without limitation,  abstracts,  title insurance policies,
surveys, environmental reports, opinions of title and other information relating
to the  real and  personal  property),  plans  affecting  employees,  securities
transfer  records  and  stockholder  lists,  and any books,  papers and  records
(collectively  referred  to herein as  "Evaluated  Material")  relating to other
assets  or  business  activities  in which  such  party  may  have a  reasonable
interest,  and otherwise  provide such assistance as is reasonably  requested in
order that each party may have a full opportunity to make such investigation and
evaluation as it shall reasonably  desire to make of the business and affairs of
the other party;  provided,  however,  that the foregoing rights granted to each
party shall,  whether or not and  regardless of the extent to which the same are
exercised,  in no way  affect  the  nature  or  scope  of  the  representations,
warranties and covenants of the respective party set forth herein.  In addition,
each party and its  Representatives  shall cooperate fully (including  providing
introductions,  where  necessary)  with such other  party to enable the party to
contact third parties,  including customers,  prospective  customers,  specified
agencies or others as the party deems  reasonably  necessary to complete its due
diligence; provided that such party agrees not to initiate such contacts without
the prior approval of the other party,  which approval will not be  unreasonably
withheld.

                 (b)  Cougar and GVC agree that each such party will not use the
Evaluation Material for any purpose other than in connection with the Merger and
the transactions  contemplated  hereunder.  Each agrees not to disclose or allow
disclosure  to  others  of any  Evaluation  Material,  except  to  such  party's
Affiliates or  Representatives,  in each case, to the extent necessary to permit
such  Affiliate or  Representative  to assist such party in connection  with the
Merger and the transactions  contemplated  hereunder.  Each agrees that it will,
within ten (10) days of the other party's request,  re-deliver to such party all
copies of that  party's  Evaluation  Material in its  possession  or that of its
Affiliates  or  Representatives  if the  Merger  does not close as  contemplated
herein.

                 (c) In the  event  any  party  or  anyone  to  whom  Evaluation
Material has been  transmitted in accordance  with the terms herein is requested
in connection  with any  proceeding to disclose any  Evaluation  Material,  such
party will give the other party prompt  notice of such request so that the other
party  may  seek an



                                       27
<PAGE>

appropriate  protective  order or other  remedy  or waive  compliance  with this
Agreement,  and such party will  cooperate  with the other  party to obtain such
protective order. In the event such protective order is not obtained,  the other
party waives compliance with the relevant provisions of this Section, such party
(or such person to whom such request is directed) will furnish only that portion
of the Evaluation Material which is required to be disclosed.

                 (d) Notwithstanding any of the foregoing,  if prior to Closing,
for  any  reason,  the  transactions  contemplated  by  this  Agreement  are not
consummated,  neither  GVC nor  Cougar  nor any of their  Representatives  shall
disclose to third  parties or  otherwise  use any  Evaluation  Material or other
confidential  information  received  from  the  other  party  in the  course  of
investigating, negotiating, and performing the transactions contemplated by this
Agreement;  provided,  however,  that nothing shall be deemed to be confidential
information which:

                  (i)      is or becomes generally available to the public other
                           than as a result of a disclosure  by such party,  its
                           affiliates or Representatives;

                  (ii)     was  available  to such  party on a  non-confidential
                           basis prior to its disclosure;

                  (iii)    becomes available to such party on a non-confidential
                           basis from a source other than the other party or its
                           agents, advisors or Representatives;

                  (iv)     developed   by  such  party   independently   of  any
                           disclosure by the other party; or

                  (v)      is disclosed in compliance with SECTION 6.3(C).

         This  provision  shall  not  prohibit  the  disclosure  of  information
required to be made under federal or state securities laws. If any disclosure is
so required, the party making such disclosure shall consult with the other party
prior to making  such  disclosure,  and the  parties  shall  use all  reasonable
efforts, acting in good faith, to agree upon a text for such disclosure which is
satisfactory to both parties.

                 (e) GVC and Cougar each agree that money  damages  would not be
sufficient to remedy any breach by the other party of this Section, and that, in
addition  to all  other  remedies,  each  party  against  which a breach of this
Section  has been  committed  shall be  entitled  to  specific  performance  and
injunctive or other equitable relief as a remedy of such breach.

         6.4      TAX  TREATMENT.  It is intended by the parties hereto that the
Merger shall constitute a reorganization within the meaning of Section 368(a) of
the  Code.  Each of the  parties  hereto  adopts  this  Agreement  as a "plan of
reorganization"  within the meaning of Treasury  Regulation  ss.  1.368-2(g) and
1.368-3(a).  Both prior to and after the Closing, each party's books and records
shall be  maintained,  and all  federal,  state and local income tax returns and
schedules  thereto shall be filed in a manner  consistent  with the Merger being
qualified as a reverse triangular merger under Section  368(a)(2)(E) of the Code
(and comparable provisions of any applicable state or local laws); except to the
extent the Merger is determined in a final  administrative  or judicial decision
not to qualify as a reorganization within the meaning of Code Section 368(a).

         6.5      PRESS RELEASES.  Cougar and GVC shall agree with each other as
to the form and substance of any press release or public announcement related to
this Agreement or the transactions contemplated hereby; provided,  however, that
nothing contained herein shall prohibit either party,  following notification to
the  other  party,  from  making  any  disclosure  which is  required  by law or
regulation. If any such press release or public announcement is so required, the
party making such disclosure  shall consult with the other party prior to



                                       28
<PAGE>

making such disclosure, and the parties shall use all reasonable efforts, acting
in good faith, to agree upon a text for such disclosure which is satisfactory to
both parties.

         6.6      SECURITIES  REPORTS.  GVC shall  timely  file with the SEC all
reports and other  documents  required to be filed under the  Securities  Act or
Exchange  Act. All such reports and  documents  (i) shall not, as of the date of
such filing,  contain any untrue  statement of material  fact or omit to state a
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading, and (ii) shall comply as to form, in all material respects, with the
applicable  rules and  regulations  of the SEC.  GVC agrees to provide to Cougar
copies of all reports and other  documents  filed  under the  Securities  Act or
Exchange Act with the SEC by it between the date hereof and the  Effective  Date
within two (2) days after the date such  reports  or other  documents  are filed
with the SEC.

         6.7      PRIVATE  PLACEMENT.  Each of  Cougar  and GVC  shall  take all
necessary action on its part such that the issuance of the Merger  Consideration
to  Cougar  stockholders  constitutes  a valid  "private  placement"  under  the
Securities Act. Without  limiting the generality of the foregoing,  Cougar shall
(1)  provide  each  Cougar   stockholder   with  a   stockholder   qualification
questionnaire  in the  form  reasonably  acceptable  to both GVC and  Cougar  (a
"Stockholder  Questionnaire")  and (2) use its best efforts to cause each Cougar
stockholder  to  attest  that (i)  such  stockholder  is  acquiring  the  Merger
Consideration  for his, her or its sole account,  for  investment and not with a
view to the resale or distribution  thereof and (ii) that stockholder either (A)
is an "accredited  investor" as defined in Regulation D of the  Securities  Act,
(B) has such knowledge and experience in financial and business matters that the
stockholder  is capable of  evaluating  the  merits and risks of  receiving  the
Merger  Consideration,  or (C) has appointed an  appropriate  person  reasonably
acceptable  to  both  GVC  and  Cougar  to act as  the  stockholder's  purchaser
representative  in connection  with evaluating the merits and risks of receiving
the Merger Consideration.

         6.8      AMENDMENT  TO  CERTIFICATE  OF   INCORPORATION   OF  SURVIVING
COMPANY.  After the Effective Date, GVC shall promptly seek stockholder approval
to amend its  Certificate  of  Incorporation  to  increase  (a) in the number of
authorized  shares of GVC  Common  Stock so as to permit the  conversion  of the
shares of GVC Series A Preferred  Stock and GVC Series B Preferred  Stock to GVC
Common  Stock in  accordance  with  the  terms of the  Series A  Certificate  of
Designation  or Series B Certificate  of  Designation,  as  applicable,  and (b)
effectuate  a reverse  split of GVC  Common  Stock in a ratio not to exceed  one
share for each 60 issued shares of GVC Common Stock.

         6.9      COUGAR STOCKHOLDERS' MEETING; MATERIALS TO STOCKHOLDERS.

                 (a) Cougar shall,  in  accordance  with Section 251 of the DGCL
and its  certificate of  incorporation  and by-laws,  duly call, give notice of,
convene  and  hold  a  special  meeting  of  Cougar  Stockholders  (the  "Cougar
Stockholder  Meeting") as promptly as practicable  after the date hereof for the
purpose of  considering  and taking  action upon this  Agreement and the Merger.
Alternatively,  Cougar shall use its best efforts to obtain,  in lieu of holding
the Cougar  Stockholder  Meeting,  the  written  consent of the number of Cougar
stockholders  necessary under its Certificate of  Incorporation,  Bylaws and the
DGCL to approve this Agreement and the Merger.

                 (b) Cougar shall as promptly as practicable  following the date
of this Agreement prepare and mail to Cougar stockholders all information as may
required to comply with the DGCL, the Securities Act and the Exchange Act.

                 (c) Upon execution of this Agreement,  the majority stockholder
of Cougar shall enter into a voting agreement in substantially the form attached
hereto as EXHIBIT D (the "Voting Agreement"), pursuant



                                       29
<PAGE>

to which such stockholder  shall agree to vote all shares of Cougar Common Stock
held by it in favor of approval of the Merger and this Agreement.

         6.10     NO SOLICITATION.

                 (a) Unless and until this Agreement  shall have been terminated
pursuant to SECTION  8.1,  neither  GVC nor its  officers,  directors  or agents
shall,  directly or indirectly,  encourage,  solicit or initiate  discussions or
negotiations  with, or engage in  negotiations  or discussions  with, or provide
non-public information to, any Person or group of Persons concerning any merger,
sale of capital stock, sale of substantial assets or other business combination;
provided,  however,  that GVC may engage in such  discussion  and  provide  such
non-public  information  (subject to obtaining  confidentiality  agreements)  in
response to an  unsolicited  proposal  from an  unrelated  party if the Board of
Directors of GVC determines,  in good faith,  after  consultation  with counsel,
that the  failure to engage in such  discussions  and  provide  such  non-public
information (subject to obtaining  confidentiality  agreements) may constitute a
breach of the fiduciary or legal  obligations  of the Board of Directors of GVC.
GVC will  promptly  advise  Cougar if it  receives  a proposal  or inquiry  with
respect to the matters described above.

                 (b) Unless and until this Agreement  shall have been terminated
pursuant to SECTION 8.1,  neither  Cougar nor its officers,  directors or agents
shall,  directly or indirectly,  encourage,  solicit or initiate  discussions or
negotiations  with, or engage in  negotiations  or discussions  with, or provide
non-public information to, any Person or group of Persons concerning any merger,
sale of capital stock, sale of substantial assets or other business combination;
provided,  however, that Cougar may engage in such discussion in response to any
unsolicited proposal from an unrelated party if the Board of Directors of Cougar
determines,  in good faith, after consultation with counsel, that the failure to
engage in such discussions and provide such non-public  information  (subject to
obtaining  confidentiality  agreements) may constitute a breach of the fiduciary
or legal  obligations of the Board of Directors of Cougar.  Cougar will promptly
advise GVC if it  receives a proposal  or inquiry  with  respect to the  matters
described above.

         6.11     FAILURE TO FULFILL CONDITIONS. In the event that either of the
parties  hereto  determines  that a condition to its  respective  obligations to
consummate the transactions  contemplated hereby cannot be fulfilled on or prior
to the termination of this Agreement, it will promptly notify the other party.

         6.12     REGISTRATION   RIGHTS  AGREEMENT.   GVC  shall  enter  into  a
registration  rights  agreement,  in  substantially  the form attached hereto as
EXHIBIT E (the "Registration Rights Agreement"), which shall provide for certain
"piggy-back" and demand registration rights to be granted by GVC with respect to
the shares of GVC Common  Stock held by certain  current  Affiliates  of GVC and
certain Persons who may have been Affiliates (or associates,  within the meaning
of Rule 12b-2 of the  Exchange  Act,  of  Affiliates)  of GVC at the time of the
issuance of shares of GVC Common Stock to them.

         6.13     NOTIFICATION OF CERTAIN MATTERS.  On or prior to the Effective
Date,  each  party  shall  give  prompt  notice  to the  other  party of (i) the
occurrence or failure to occur of any event or the discovery of any information,
which   occurrence,   failure  or  discovery   would  be  likely  to  cause  any
representation or warranty on its part contained in this Agreement to be untrue,
inaccurate  or incomplete  after the date hereof in any material  respect or, in
the case of any representation or warranty given as of a specific date, would be
likely to cause any such  representation  or warranty on its part  contained  in
this Agreement to be untrue, inaccurate or incomplete in any material respect as
of such  specific  date,  and (ii) any material  failure of such party to comply
with or satisfy any covenant or agreement to be complied with or satisfied by it
hereunder.



                                       30
<PAGE>

                                  ARTICLE VII
                                   CONDITIONS

         7.1      CONDITIONS  TO  OBLIGATIONS  OF  EACH  PARTY.  The  respective
obligations  of each party to effect the  transactions  contemplated  hereby are
subject to the  fulfillment  or waiver at or prior to the Effective  Date of the
following conditions:

                 (a) No Prohibitive Change of Law. There shall have been no law,
statute, rule or regulation,  domestic or foreign,  enacted or promulgated which
would prohibit or make illegal the consummation of the transactions contemplated
hereby.

                 (b) Stockholder Approvals.  This Agreement and the Merger shall
have been approved by the Requisite Cougar Stockholder Vote.

                 (c) Section 14(f) Compliance. Ten days shall have elapsed since
an information statement containing the information required by Section 14(f) of
the Exchange Act and Rule 14f-1  promulgated  thereunder has been filed with the
SEC and  transmitted  to the  stockholders  of GVC in accordance  with said Rule
14f-1.

                 (d) Tax Opinion. Maslon Edelman Borman & Brand, LLP, counsel to
Cougar,  shall have issued an opinion,  which  opinion may be based on customary
reliance and subject to customary qualifications, to the effect that for federal
income tax  purposes:  (i) the Merger  will  qualify as a  reorganization  under
Section 368 of the Code; and (ii) Cougar, GVC and GVC Acquisition will each be a
party to the reorganization within the meaning of Section 368(b) of the Code.

                 (e)  Adverse  Proceedings.   There  shall  not  be  threatened,
instituted or pending any action or proceeding  before any court or governmental
authority or agency (i)  challenging or seeking to make illegal,  or to delay or
otherwise directly or indirectly  restrain or prohibit,  the consummation of the
transactions  contemplated  hereby or  seeking  to obtain  material  damages  in
connection with such  transactions,  (ii) seeking to prohibit direct or indirect
ownership or operation by GVC or GVC Acquisition of all or a material portion of
the business or assets of Cougar,  or to compel GVC or GVC Acquisition or any of
their respective  subsidiaries or Cougar to dispose of or to hold separately all
or a material  portion of the business or assets of GVC or any GVC Subsidiary or
of Cougar, as a result of the transactions contemplated hereby; (iii) seeking to
invalidate or render  unenforceable any material  provision of this Agreement or
any of the other agreements attached as exhibits hereto or contemplated  hereby,
or  (iv)  otherwise   relating  to  and  materially   adversely   affecting  the
transactions contemplated hereby.

                 (f) Governmental  Action.  There shall not be any action taken,
or any  statute,  rule,  regulation,  judgment,  order or  injunction  proposed,
enacted,  entered,  enforced,  promulgated,  issued or deemed  applicable to the
transactions  contemplated  hereby,  by  any  federal,  state  or  other  court,
government  or  governmental  authority  or  agency,  that would  reasonably  be
expected to result, directly or indirectly,  in any of the consequences referred
to in SECTION 7.1(E).

                 (g) Market Condition. There shall not have occurred any general
suspension of trading on the New York Stock Exchange,  the Nasdaq Stock Markets,
or any suspension of trading in GVC Common Stock, or any general bank moratorium
or closing or any war,  national  emergency or other event affecting the economy
or securities trading markets generally that would make completion of the Merger
impossible.

         7.2      ADDITIONAL   CONDITIONS   TO   OBLIGATION   OF  GVC   AND  GVC
ACQUISITION.  The  obligation  of GVC  and GVC  Acquisition  to  consummate  the
transactions  contemplated hereby in accordance with the terms of this Agreement
is also subject to the fulfillment or waiver of the following conditions:



                                       31
<PAGE>

                 (a)  Representations  and Compliance.  The  representations  of
Cougar  contained  in  this  Agreement  were  accurate  as of the  date  of this
Agreement  and are accurate as of the Closing Date, in all respects (in the case
of  any  representation  containing  any  materiality  qualification)  or in all
material  respects (in the case of any  representation  without any  materiality
qualification),  except for representations and warranties made as of a specific
date,  which  shall be accurate as of such date.  Cougar  shall in all  material
respects have  performed  each  obligation  and agreement and complied with each
covenant to be performed  and  complied  with by it hereunder at or prior to the
Closing Date.

                 (b) Officers'  Certificate.  Cougar shall have furnished to GVC
and GVC  Acquisition  a  certificate  of the  Chief  Executive  Officer  and the
Treasurer of Cougar,  dated as of the  Effective  Date,  in which such  officers
shall certify that, to their best Knowledge, the conditions set forth in SECTION
7.2(A) have been fulfilled.

                 (c) Secretary's Certificate. Cougar shall have furnished to GVC
(i) copies of the text of the  resolutions by which the corporate  action on the
part of Cougar  necessary to approve this  Agreement,  the Certificate of Merger
and  the  transactions  contemplated  hereby  and  thereby  were  taken,  (ii) a
certificate  dated as of the  Closing  Date  executed on behalf of Cougar by its
corporate secretary or one of its assistant corporate secretaries  certifying to
GVC that such copies are true,  correct and complete copies of such  resolutions
and that  such  resolutions  were  duly  adopted  and have not been  amended  or
rescinded, (iii) an incumbency certificate dated as of the Closing Date executed
on behalf of Cougar by its corporate secretary or one of its assistant corporate
secretaries  certifying  the  signature  and  office of each  officer  of Cougar
executing this  Agreement,  the  Certificate  of Merger or any other  agreement,
certificate or other instrument  executed pursuant hereto by Cougar, (iv) a copy
of the  Certificate of  Incorporation  of Cougar,  certified by the Secretary of
State of Delaware,  and a  certificate  from the  Secretary of State of Delaware
evidencing the good standing of Cougar in such  jurisdiction  as of a day within
three business days prior to the Closing Date.

                 (d) Consents  and  Approvals.  Cougar  shall have  obtained all
consents and approvals necessary to consummate the transactions  contemplated by
this Agreement,  including, without limitation, those set forth on SCHEDULE 3.2,
in order that the  transactions  contemplated  herein not constitute a breach or
violation  of,  or  result  in a right of  termination  or  acceleration  of, or
creation of any encumbrance on any of Cougar's assets pursuant to the provisions
of, any agreement,  arrangement  or  undertaking  of or affecting  Cougar or any
license, franchise or permit of or affecting Cougar.

                 (e) Merger  Certificate.  Cougar shall have  executed a copy of
the Certificate of Merger.

                 (f) Stockholder Questionnaire.  Each of the Cougar stockholders
shall have executed and delivered to GVC a completed  Stockholder  Questionnaire
that  is  accurate  in all  material  respects  and  contains  the  attestations
contemplated in clause (2) of SECTION 6.7.

                 (g) Legal Opinion. GVC shall have obtained a legal opinion from
Cougar's counsel covering the matters set forth on EXHIBIT F attached hereto.

         7.3      ADDITIONAL  CONDITIONS TO OBLIGATION OF COUGAR. The obligation
of Cougar to consummate the transactions  contemplated hereby in accordance with
the terms of this Agreement is also subject to the  fulfillment or waiver of the
following conditions:

                 (a) Representations And Compliance.  The representations of GVC
and GVC Acquisition  contained in this Agreement were accurate as of the date of
this  Agreement and are accurate as of the  Effective  Time, in all respects (in
the case of any representation  containing any materiality  qualification) or in
all material respects (in the case of any representation without any materiality
qualification),  except for



                                       32
<PAGE>

representations  and  warranties  made as of a  specific  date,  which  shall be
accurate as of such date. GVC and GVC  Acquisition,  respectively,  shall in all
material respects have performed each obligation and agreement and complied with
each covenant to be performed and complied with by them hereunder at or prior to
the Effective Date.

                 (b) Officers' Certificate. GVC shall have furnished to Cougar a
certificate of the Chief Executive  Officer and the Chief  Financial  Officer of
GVC, dated as of the Effective  Date, in which such officers shall certify that,
to their best  Knowledge,  the  conditions set forth in SECTION 7.3(A) have been
fulfilled.

                 (c) Secretary's Certificate. GVC shall have furnished to Cougar
(i) copies of the text of the  resolutions by which the corporate  action on the
part of GVC necessary to approve this  Agreement and the  Certificate of Merger,
the election of the directors of GVC to serve following the Closing Date and the
transactions  contemplated  hereby  and  thereby  were  taken,  which  shall  be
accompanied by a certificate of the corporate secretary or assistant corporation
secretary  of GVC dated as of the Closing  Date  certifying  to Cougar that such
copies are true,  correct and complete copies of such  resolutions and that such
resolutions  were duly adopted and have not been amended or  rescinded,  (ii) an
incumbency certificate dated as of the Closing Date executed on behalf of GVC by
its corporate secretary or one of its assistant corporate secretaries certifying
the signature and office of each officer of GVC executing  this  Agreement,  the
Certificate of Merger or any other  agreement,  certificate or other  instrument
executed  pursuant hereto,  and (iii) a copy of the Certificate of Incorporation
of GVC,  certified by the Secretary of State of Delaware,  and certificates from
the Secretary of State of Delaware  evidencing  the good standing of GVC in such
jurisdiction as of a day within three business days prior to the Closing Date.

                 (d) Consents and Approvals.  GVC and GVC Acquisition shall have
obtained all consents and  approvals  necessary to consummate  the  transactions
contemplated by this Agreement,  including,  without limitation, those set forth
on  SCHEDULE  4.2,  in  order  that the  transactions  contemplated  herein  not
constitute  a breach or  violation  of, or result in a right of  termination  or
acceleration  of,  or  creation  of  any  encumbrance  on any  of  GVC's  or GVC
Acquisition's  assets pursuant to the provisions of, any agreement,  arrangement
or  undertaking  of or  affecting  GVC or any  GVC  Subsidiary  or any  license,
franchise or permit of or affecting GVC or any GVC Subsidiary.

                 (e)  Resignations.  Each  of the  officers  and  non-continuing
directors of GVC  immediately  prior to the  Effective  Time shall  deliver duly
executed  resignations from their positions with GVC effective immediately after
the Effective Time.

                 (f) GVC  Liabilities.  As of the Effective  Time, GVC shall not
have liabilities in excess of the aggregate amount of $225,000.

                 (g) Dissenters' Rights. Holders of no more than two (2) percent
of the outstanding  shares of Cougar Common Stock shall have validly  exercised,
or remained  entitled to exercise,  their appraisal  rights under Section 262 of
the DGCL.

                 (h) Legal  Opinion.  Cougar shall have obtained a legal opinion
from GVC's counsel covering the matters set forth on EXHIBIT G attached hereto.

                                  ARTICLE VIII
                        TERMINATION, AMENDMENT AND WAIVER

         8.1      TERMINATION.  This  Agreement may be  terminated  prior to the
Effective Date:



                                       33
<PAGE>

                 (a) by  mutual  consent  of  Cougar  and GVC,  if the  Board of
Directors  of each so  determines  by vote of a majority  of the  members of its
entire board;

                 (b) by GVC, if any  representation  of Cougar set forth in this
Agreement was inaccurate when made or becomes inaccurate such that the condition
set forth in SECTION 7.2(A) could not be satisfied;

                 (c) by Cougar,  if any  representation of GVC set forth in this
Agreement was inaccurate when made or becomes inaccurate such that the condition
set forth in SECTION 7.3(A) could not be satisfied;

                 (d) by GVC,  if Cougar  fails to perform or comply  with any of
the  obligations  that it is  required  to perform or to comply  with under this
Agreement  such that the  condition  set forth in  SECTION  7.2(A)  could not be
satisfied;

                 (e) by Cougar,  if GVC fails to  perform or comply  with any of
the  obligations  that it is  required  to perform or to comply  with under this
Agreement  such that the  condition  set forth in  SECTION  7.3(A)  could not be
satisfied;

                 (f) by Cougar,  if,  following  a vote by the  stockholders  of
Cougar at the Cougar Stockholder  Meeting, the Merger and this Agreement are not
duly approved by the stockholders of Cougar;

                 (g) by either  Cougar or GVC if the  Closing  Date is not on or
before July 31, 2005,  or such later date as Cougar and GVC may  mutually  agree
(except that a party seeking to terminate this Agreement pursuant to this clause
may not do so if the failure to consummate  the Merger by such date shall be due
to the action or failure to act of the party seeking to terminate this Agreement
in breach of such party's obligations under this Agreement);  provided, however,
that, notwithstanding the foregoing, Cougar may extend the date by which GVC may
terminate this Agreement  pursuant to this paragraph up to a maximum of five (5)
months by providing  written notice to GVC on or prior to such  termination date
(as  extended)  and  making a cash  payment to GVC of $5,000 for each month such
termination  date is  extended,  which  payment  shall be  received by GVC on or
before the first day of each such extended period;

                 (h) by  GVC  if,  after  complying  with  SECTION  6.10(A)  and
affording  Cougar ten (10) business days notice of its proposal to enter into an
agreement with a third party for a transaction of a nature  specified in SECTION
6.10(A) (and,  if Cougar so elects,  after good faith  negotiations  with Cougar
during such ten business day period, to attempt to make adjustments in the terms
and  conditions  of this  Agreement  as would  enable  GVC to  proceed  with the
Merger),  the Board of  Directors  of GVC shall have  concluded  that such third
party offer is superior to the provisions of this Agreement,  after  considering
any revised offer made by Cougar;

                 (i) by Cougar if,  after  complying  with  SECTION  6.10(B) and
affording  GVC ten (10)  business  days notice of its  proposal to enter into an
agreement with a third party for a transaction of a nature  specified in SECTION
6.10(B) (and, if GVC so elects,  after good faith  negotiations  with GVC during
such ten  business  day period to attempt to make  adjustments  in the terms and
conditions of this Agreement as would enable Cougar to proceed with the Merger),
the Board of  Directors  of Cougar  shall have  concluded  that such third party
offer is superior to the provisions of this  Agreement,  after  considering  any
revised offer made by GVC; and

                 (j) by GVC if any key  employee  of Cougar  shall have prior to
the Closing Date died,  become disabled  (within the meaning of Section 22(e)(3)
of the Code), resigned or been terminated.

Any party desiring to terminate  this Agreement  shall give prior written notice
of such  termination  and the reasons  therefor to the other party. In the event
that GVC validly  terminates  this Agreement  pursuant to



                                       34
<PAGE>

SECTION 8.1(G),  then Cougar shall,  with seven (7) days of Cougar's  receipt of
such notice of termination,  pay to GVC a cash fee equal of ten thousand dollars
($10,000).

                                   ARTICLE IX
                               GENERAL PROVISIONS

         9.1      NOTICES. All notices and other communications  hereunder shall
be in  writing  and shall be  sufficiently  given if made by hand  delivery,  by
telecopier,  by overnight delivery service for next business day delivery, or by
registered  or certified  mail  (return  receipt  requested),  in each case with
delivery charges prepaid,  to the parties at the following addresses (or at such
other address for a party as shall be specified by it by like notice):


              IF TO COUGAR:            Cougar Biotechnology, Inc.
                                       10940 Wilshire Boulevard, Suite 600
                                       Los Angeles, California  90024
                                       Facsimile: (310) 443-4210
                                       Attn:  Alan H. Auerbach, President & CEO

              WITH COPIES TO:          Maslon Edelman Borman & Brand, LLP
                                       90 South Seventh Street, Suite 3300
                                       Minneapolis, Minnesota  55402
                                       Facsimile:  (612) 642-8358
                                       Attn: William M. Mower, Esq.

              IF TO GVC                GVC Venture Corp.
              OR GVC ACQUISITION:      405 Lexington Avenue, Suite 2600
                                       New York, New York  10174
                                       Facsimile: (203) 222-0111
                                       Attn:  Bernard Zimmerman, President

              WITH COPIES TO:          Troutman Sanders LLP
                                       405 Lexington Avenue
                                       New York, NY 10174
                                       Facsimile: (212) 704-6288
                                       Attn: Richard A. Rubin, Esq.

         All such notices and other  communications shall be deemed to have been
duly given as follows:  when  delivered by hand, if personally  delivered,  when
received;  (i) if delivered by  registered  or  certified  mail (return  receipt
requested),  when receipt  acknowledged;  or (ii) if  telecopied,  on the day of
transmission  or, if that day is not a business  day, on the next  business day;
and the next business day delivery after being timely  delivered to a recognized
overnight delivery service.

         9.2      NO  SURVIVAL.   The   representations   and   warranties   and
obligations  contained in this Agreement will terminate at the Effective Time or
on termination of this Agreement in accordance with SECTION 8.1, except that the
obligations  contained in ARTICLE II and any other obligation  contained in this
Agreement   requiring   performance  or  compliance  after  the  Effective  Time
(including  without  limitation  SECTION 6.3(D)) will survive the Effective Time
indefinitely.

         9.3      INTERPRETATION.  The headings  contained in this Agreement are
for  reference  purposes  only and shall not  affect in any way the  meaning  or
interpretation  of this Agreement.  References to Sections and Articles refer to
Sections and



                                       35
<PAGE>

Articles of this  Agreement  unless  otherwise  stated.  Words such as "herein,"
"hereinafter,"  "hereof,"  "hereto," "hereby" and "hereunder," and words of like
import,  unless  the  context  requires  otherwise,   refer  to  this  Agreement
(including  the Schedules  hereto).  As used in this  Agreement,  the masculine,
feminine and neuter genders shall be deemed to include the others if the context
requires.

         9.4      SEVERABILITY.  If any term, provision, covenant or restriction
of this  Agreement is held by a court of competent  jurisdiction  to be invalid,
void or  unenforceable,  the remainder of the terms,  provisions,  covenants and
restrictions  of this Agreement  shall remain in full force and effect and shall
in no way be affected, impaired or invalidated,  and the parties shall negotiate
in good faith to modify this Agreement and to preserve each party's  anticipated
benefits under this Agreement.

         9.5      AMENDMENT.  This  Agreement  may not be  amended  or  modified
except by an instrument in writing approved by the parties to this Agreement and
signed on behalf of each of the parties hereto.

         9.6      WAIVER.  At any time prior to the  Effective  Date,  any party
hereto may (a) extend the time for the  performance of any of the obligations or
other acts of the other  party  hereto or (b) waive  compliance  with any of the
agreements of the other party or with any conditions to its own obligations,  in
each case only to the extent such  obligations,  agreements  and  conditions are
intended for its benefit.  Any such  extension or waiver shall only be effective
if made in writing and duly  executed  by the party  giving  such  extension  or
waiver.

         9.7      MISCELLANEOUS.   This  Agreement   (together  with  all  other
documents  and  instruments  referred to  herein):  (a)  constitutes  the entire
agreement,  and supersedes all other prior  agreements  and  undertakings,  both
written and oral, among the parties,  with respect to the subject matter hereof;
and (b) shall be binding upon and inure to the benefit of the parties hereto and
their respective  successors and assigns,  but shall not be assignable by either
party hereto without the prior written consent of the other party hereto.

         9.8      COUNTERPARTS.  This Agreement may be executed in any number of
counterparts,  and each  such  counterpart  shall be  deemed  to be an  original
instrument,  but  all  such  counterparts  together  shall  constitute  but  one
agreement.

         9.9      THIRD  PARTY  BENEFICIARIES.  Except as  provided  in the next
following  sentence,  each party hereto  intends that this  Agreement  shall not
benefit  or create  any  right or cause of action in or on behalf of any  person
other than the parties  hereto.  The provisions of SECTION 6.12 are intended for
the  benefit  of the  stockholders  of GVC that are  parties  thereto  and their
respective assigns.

         9.10     GOVERNING LAW. This Agreement is governed by the internal laws
of the State of New York without regard to such State's  principles of conflicts
of laws that would defer to the substantive laws of another jurisdiction, except
to the extent the mandatory law of the State of Delaware applies.

         9.11     JURISDICTION;  SERVICE OF  PROCESS.  Any action or  proceeding
seeking to enforce any  provision of, or based on any right arising out of, this
Agreement  must,  to the extent such courts  will accept such  jurisdiction,  be
brought  against  any of the  parties  in the  courts  of the State of New York,
County of New York,  or, if it has or can  acquire  jurisdiction,  in the United
States  District  Court for the Southern  District of New York,  and each of the
parties  consents to the  jurisdiction  of those courts (and of the  appropriate
appellate  courts) in any such action or proceeding  and waives any objection to
venue laid therein.  Process in any such action or  proceeding  may be served by
sending  or  delivering  a copy of the  process to the party to be served at the
address  and in the manner  provided  for the giving of notices in SECTION  9.1.
Nothing in this SECTION 9.11,  however,  affects the right of any party to serve
legal process in any other manner permitted by law.

     [Remainder of Page Left Intentionally Blank - Signature Page to Follow]



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<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date first written above by their respective officers.



                                       COUGAR BIOTECHNOLOGY, INC.



                                       By: /s/ Alan H. Auerbach
                                          --------------------------------------
                                       Name:  Alan H. Auerbach
                                       Title: Chief Executive Officer


                                       GVC VENTURE CORP.



                                       By: /s/ Bernard Zimmerman
                                          --------------------------------------
                                       Name:    Bernard Zimmerman
                                       Title:   President


                                       GVC ACQUISITION CORP.



                                       By: /s/ Bernard Zimmerman
                                          --------------------------------------
                                       Name:    Bernard Zimmerman
                                       Title:   President






                 Signature page to Agreement and Plan of Merger


                                       37
</TEXT>
</DOCUMENT>