Agreement And Plan of Merger Agreement Dated Effective May 21, 2004

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (the " Merger Agreement" ) is entered into on the 21st of May, 2004 by Cool Can Technologies, Inc., a Minnesota corporation (" Cool Can" ) and NorPac Technologies, Inc., a Nevada corporation (" NorPac" ).

PRELIMINARY STATEMENTS

NorPac is a wholly owned subsidiary of Cool Can.

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

The Boards of Directors of NorPac and Cool Can, by resolutions duly adopted, have approved and adopted this Agreement.

It is intended that the Merger be completed pursuant to Section 302A.621 of the Minnesota Business Corporation Act and Section 92A.190 of the Nevada Revised Statutes.

It is intended that the Merger will qualify as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder

NOW THEREFORE the parties do hereby adopt the plan of reorganization encompassed by this Merger Agreement and do hereby agree that Cool Can shall merge with and into NorPac on the following terms, conditions and other provisions:

STATEMENT OF TERMS

SECTION 1 THE MERGER

1.1 The Merger . Subject to Section 1.8, upon and subject to the approval of the shareholders of Cool Can, Cool Can will be merged with and into NorPac in accordance with this Agreement, the Articles of Merger substantially in the form of Exhibit A attached to this Agreement (the " Articles of Merger" ), and the applicable provisions of the Minnesota Business Corporation Act (the " Minnesota Law" ) and the Nevada Revised Statutes (the " Nevada Law" ). Following the Merger, NorPac will continue as the surviving corporation (" Surviving Corporation" ) and the separate existence of Cool Can will cease.

1.2 Effective Time of the Merger . The Merger will be effective at the time (the " Effective Time" ) of the later of (i) the filing of the Articles of Merger with the Secretary of State of the State of Minnesota and (ii) the filing of the Articles of Merger with the Secretary of State of the State of Nevada, which articles are to be filed in both places as soon as practicable on approval of the Merger by the shareholders of Cool Can.

1.3 Effect of the Merger . The Merger will have the effects set forth in of the Minnesota Law, including Section 302A.641 of the Minnesota Law and Section 92A.250 of the Nevada Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges, powers and franchises of NorPac and Cool Can will vest in Surviving Corporation without further act or deed, and all debts, liabilities and duties of NorPac and Cool Can will become the debts, liabilities and duties of Surviving Corporation.

1.4 Certificate of Incorporation; Bylaws .

(a) The certificate of incorporation of NorPac as in effect immediately prior to the Effective Time will continue unchanged, except to the extent amended by the Articles of Merger, and will be the certificate of incorporation of Surviving Corporation until thereafter amended in accordance with the terms thereof and in accordance with applicable law.

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

1.5 Directors . The directors of Cool Can immediately prior to the Effective Time will be the directors and officers, respectively, of the Surviving Corporation after the Effective Time. The directors will hold office for the terms in effect immediately prior to the Effective Date. The directors will hold office until their successors are duly elected, appointed or qualified or until their earlier death, resignation or removal in accordance with certificate of incorporation and bylaws of Surviving Corporation.

1.6 Officers . The officers of Cool Can immediately prior to the Effective Time will be the directors of the Surviving Corporation after the Effective Time. The officers will hold office until their successors are duly elected, appointed or qualified or until their earlier death, resignation or removal in accordance with certificate of incorporation and bylaws of Surviving Corporation.

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

1.8 Dissenting Shareholders . The Merger may be abandoned or discontinued prior to the Effective Time by a resolution of the board of directors of Cool Can in the event that 1% or more of the holders of Cool Can' s issued and outstanding shares of common stock will have exercised dissent rights in respect of the Merger.

SECTION 2 MERGER CONSIDERATION

2.1 Merger Consideration .

(a) Conversion of Cool Can Common Stock . Each twenty (20) shares of Cool Can common stock, no par value per share (" Cool Can Common Stock" ) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, as defined in Section 2.4) will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one share of common stock of NorPac, par value $0.001 per share (each a share of " NorPac Common Stock" ).

(b) Conversion of NorPac Stock . Each share of NorPac Common Stock issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and returned to the status of authorized but unissued shares.

(c) Conversion of Cool Can Stock Options . Each twenty (20) options to purchase or otherwise acquire shares of Cool Can Common Stock, whether for cash or other consideration (each, a " Cool Can Stock Option" ) issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one option to purchase or otherwise acquire shares of NorPac Common Stock on the same terms and conditions and will be recognized as such by NorPac (the " Option Conversion Ratio" ).

(d) Conversion of Cool Can 10% Convertible Notes . Each Cool Can 10% Convertible Note (each, a " Cool Can Convertible Note" ), entitling the holder thereof to convert all or any portion of the Cool Can Convertible Note held by such holder into that number of fully paid and non-assessable shares of common stock of Cool Can equal to the principal amount of the Cool Can Convertible Note divided by the lesser of $0.001 or 50% of the average trading price of Cool Can' s common stock for the 10 trading days immediately preceding the date of conversion, prior to the Effective Time will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into a 10% Convertible Note of the Surviving Corporation entitling the holder thereof to convert all or any portion of the Cool Can Convertible Note (the " Note Conversion Ratio" ) held by such holder into that number of fully paid and non-assessable shares of common stock of the Surviving Corporation equal to the principal amount of the Cool Can Convertible Note divided by the lesser of $0.02 or 50% of the

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average trading price of the Surviving Corporation' s common stock for the 10 trading days immediately preceding the date of conversion on the same terms and conditions as the Cool Can Convertible Note and will be recognized as such by the Surviving Corporation.

2.2 Conversion Procedure .

(a) Stock Certificate Conversion Procedure . After the Effective Time, each holder of Cool Can Common Stock will be entitled to exchange his, her, or its certificate representing the Cool Can Common Stock (" Cool Can Stock Certificate" ) for a certificate representing the number of shares of NorPac Common Stock into which the number of shares of Cool Can Stock previously represented by such certificate surrendered have been converted pursuant to Section 2.1(a) of this Agreement. Each holder of Cool Can Common Stock may exchange his, her or its Cool Can Stock Certificate by delivering it to the Surviving Corporation and, if applicable, with all stock transfer and any other required documentary stamps affixed thereto and with appropriate instructions to allow the transfer agent to issue certificates for the NorPac Common Stock to the holder thereof. Until surrendered as contempla ...