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Agreement#: AG-614777
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Plan of Liquidation

Effective Date: October 13, 2008
Parties:

Advanced Growing Systems

Sectors: Consumer Products (Non-Durables)
Exhibit 10.1





Plan of Liquidation and Dissolution



of



Advanced Nurseries, Inc.



This Plan of Liquidation and Dissolution (the "Plan") is for the purpose of effecting the complete liquidation and dissolution of Advanced Nurseries, Inc., a Georgia corporation (the ?Company").



I. ADOPTION OF THE PLAN . The board of directors (the "Board") and shareholders of the Company has adopted this Plan on October 13, 2008.



II. LIQUIDATION OF ASSETS . The Company shall determine whether and when to sell, exchange, transfer, lease, license or otherwise dispose of all of its remaining property and assets, including the Company's intangible assets, in one or more transactions upon such terms and conditions as the Board, in its absolute discretion, deems expedient and in the best interests of the Company and the shareholders. The Company will not be required to obtain appraisals or other third ...

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