Common use of Issuance and Exchange of Shares Clause in Contracts

Issuance and Exchange of Shares. 2.1 The 2,000,000 shares of Common Stock of IIC shall be issued by it to the subscribing NMC shareholders at Closing fully paid and non-assessable. 2.2 IIC represents that no outstanding options or warrants for any unissued Common Shares exist,except certain options for common shares still outstanding as listed on Schedule 2.2. 2.3 The stock transfer books of NMC shall be closed on the Effective Date, and thereafter no transfers of the stock of NMC shall be made. NMC shall appoint an exchange agent ("Exchange Agent"), to accept surrender of the certificates representing the common shares of NMC, and to deliver in exchange for such surrendered certificates, 2,000,000 shares of Common Stock of IIC. The authorization of the Exchange Agent may be terminated by IIC after six months following the Effective Date. Upon termination of such authorization, any shares of NMC and any funds held by the Exchange Agent for payment to NMC shareholders pursuant to this Agreement shall be transferred to IIC or its designated agent who shall thereafter perform the obligations of the Exchange Agent. If outstanding certificates for shares of NMC are not surrendered or the payment for them not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of IIC (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of NMC shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdiction. 2.4 No fractional shares of IIC Common Stock shall be issued as a result of the Agreement. Shares shall be rounded up to nearest whole share. 2.5 At the Effective Date, each holder of a certificate or certificates representing common shares of NMC, upon presentation and surrender of such certificate or certificates to the Exchange Agent, shall be entitled to receive the consideration set forth herein. Upon such presentation, surrender, and exchange as provided in this Section 2.5, certificates representing shares of NMC previously held shall be canceled. Until so presented and surrendered, each certificate or certificates which represented issued and outstanding shares of NMC at the Effective Date shall be deemed for all purposes to evidence the right to receive the consideration set forth in Section 1.2 of this Agreement. If the certificates representing shares of NMC have been lost, stolen, mutilated or destroyed, the Exchange Agent shall require the submission of an indemnity agreement and may require the submission of a bond in lieu of such certificate.

Issuance and Exchange of Shares. 2.1 The 2,000,000 shares of Common Stock common stock of IIC PDHO, par value $0.01 per share, shall be issued by it to the subscribing NMC shareholders PSC Shareholders at Closing fully paid and non-assessableClosing. 2.2 IIC PDHO represents that no outstanding options or warrants for any unissued Common Shares shares exist,except certain options for common shares still outstanding as listed on Schedule 2.2. 2.3 The stock transfer books of NMC PSC shall be closed on the Effective Date, "EFFECTIVE DATE," and thereafter no transfers of the stock of NMC PSC shall be made. NMC PSC shall appoint an exchange agent ("Exchange AgentEXCHANGE AGENT"), to accept surrender of the certificates representing the common shares of NMCPSC, and to deliver in exchange for such surrendered certificates, 2,000,000 shares of Common Stock common stock of IICPDHO. The authorization of the Exchange Agent may be terminated by IIC PDHO after six months following the Effective Date. Upon termination of such authorization, any shares of NMC PSC and any funds held by the Exchange Agent for payment to NMC PSC shareholders pursuant to this Agreement shall be transferred to IIC PDHO or its designated agent who shall thereafter perform the obligations of the Exchange Agent. If outstanding certificates for shares of NMC PSC are not surrendered or the payment for them not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of IIC PDHO (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of NMC PSC shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdiction. 2.4 No fractional shares of IIC Common Stock PDHO stock shall be issued as a result of the Agreement. Shares shall be rounded up to nearest whole share. 2.5 At the Effective Date, each holder of a certificate or certificates representing common shares of NMCPSC, upon presentation and surrender of such certificate or certificates to the Exchange Agent, shall be entitled to receive the consideration set forth herein, except that holders of those shares as to which dissenters' rights shall have been validly asserted and perfected pursuant to Maryland law shall not be converted into shares of PDHO common stock, but shall represent only such dissenters' rights. Upon such presentation, surrender, and exchange as provided in this Section 2.5, certificates representing shares of NMC PSC previously held shall be canceled. Until so presented and surrendered, each certificate or certificates which represented issued and outstanding shares of NMC PSC at the Effective Date shall be deemed for all purposes to evidence the right to receive the consideration set forth in Section 1.2 of this Agreement. If the certificates representing shares of NMC PSC have been lost, stolen, mutilated or destroyed, the Exchange Agent shall require the submission of an indemnity agreement and may require the submission of a bond in lieu of such certificate.

Issuance and Exchange of Shares. 2.1 The 2,000,000 shares of Common Stock $.0001 par value common stock of IIC OSWE shall be issued by it to the subscribing NMC CAT shareholders at Closing fully paid and non-assessableclosing. 2.2 IIC OSWE represents that no outstanding options or warrants for any its unissued Common Shares shares exist,except certain options . All preferred stock of OSWE due for common shares still outstanding redemption as listed on Schedule 2.2of the date hereof shall have been redeemed as of closing date, if any. 2.3 The stock transfer books of NMC CAT shall be closed on the Effective Date, and thereafter no transfers of the stock of NMC CAT shall be made. NMC CAT shall appoint an exchange agent ("Exchange Agent"), to accept surrender of the certificates representing the common shares of NMCCAT, and to deliver in exchange for such surrendered certificates, 2,000,000 shares of Common Stock common stock of IICOSWE. The authorization of the Exchange Agent may be terminated by IIC OSWE after six months following the Effective Date. Upon termination of such authorization, any shares of NMC CAT and any funds held by the Exchange Agent for payment to NMC CAT shareholders pursuant to this Agreement shall be transferred to IIC OSWE or its designated agent who shall thereafter perform the obligations of the Exchange Agent. If outstanding certificates for shares of NMC CAT are not surrendered or the payment for them not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of IIC OSWE (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of NMC CAT shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdiction. 2.4 No fractional shares of IIC Common Stock OSWE stock shall be issued as a result of the Agreement. Shares shall be rounded up to nearest whole share. 2.5 At the Effective Date, each holder of a certificate or certificates representing common shares of NMCCAT, upon presentation and surrender of such certificate or certificates to the Exchange Agent, shall be entitled to receive the consideration set forth herein, except that holders of those shares as to which dissenters' rights shall have been asserted and perfected pursuant to Yukon law shall not be converted into shares of OSWE common stock, but shall represent only such dissenters' rights. Upon such presentation, surrender, and exchange as provided in this Section 2.5, certificates representing shares of NMC CAT previously held shall be canceled. Until so presented and surrendered, each certificate or certificates which represented issued and outstanding shares of NMC CAT at the Effective Date shall be deemed for all purposes to evidence the right to receive the consideration set forth in Section 1.2 of this Agreement. If the certificates representing shares of NMC CAT have been lost, stolen, mutilated or destroyed, the Exchange Agent shall require the submission of an indemnity agreement and may require the submission of a bond in lieu of such certificate.

Issuance and Exchange of Shares. 2.1 The 2,000,000 shares of Common Stock no par value common stock of IIC TCC shall be issued by it to the subscribing NMC MBF shareholders at Closing fully paid and non-assessableClosing. 2.2 IIC TCC represents that no outstanding options or warrants for any unissued Common Shares shares exist,except certain options for common shares still outstanding as listed on Schedule 2.2. 2.3 The stock transfer books of NMC MBF shall be closed on the Effective Closing Date, and thereafter no transfers of the stock of NMC MBF shall be made. NMC MBF shall appoint an exchange agent ("Exchange Agent"), to accept surrender of the certificates representing the common shares of NMCMBF, and to deliver in exchange for such surrendered certificates, 2,000,000 shares of Common Stock common stock of IICTCC. The authorization of the Exchange Agent may be terminated by IIC TCC after six months following the Effective Closing Date. Upon termination of such authorization, any shares of NMC MBF and any funds held by the Exchange Agent for payment to NMC MBF shareholders pursuant to this Agreement shall be transferred to IIC TCC or its designated agent who shall thereafter perform the obligations of the Exchange Agent. If outstanding certificates for shares of NMC MBF are not surrendered or the payment for them not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of IIC TCC (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of NMC MBF shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdiction. 2.4 No fractional shares of IIC Common Stock TCC stock shall be issued as a result of the Agreement. Shares shall be rounded up to nearest whole share. 2.5 At the Effective Closing Date, each holder of a certificate or certificates representing common shares of NMCMBF, upon presentation and surrender of such certificate or certificates to the Exchange Agent, shall be entitled to receive the consideration set forth herein, except that holders of those shares as to which dissenters' rights shall have been validly asserted and perfected pursuant to Colorado law shall not be converted into shares of TCC common stock, but shall represent only such dissenters' rights. Upon such presentation, surrender, and exchange as provided in this Section 2.5, certificates representing shares of NMC MBF previously held shall be canceled. Until so presented and surrendered, each certificate or certificates which represented issued and outstanding shares of NMC MBF at the Effective Closing Date shall be deemed for all purposes to evidence the right to receive the consideration set forth in Section 1.2 of this Agreement. If the certificates representing shares of NMC MBF have been lost, stolen, mutilated or destroyed, the Exchange Agent shall require the submission of an indemnity agreement and may require the submission of a bond in lieu of such certificate.

Issuance and Exchange of Shares. 2.1 The 2,000,000 shares of Common Stock no par value common stock of IIC PMN shall be issued by it to the subscribing NMC ETS shareholders at Closing fully paid and non-assessableClosing. 2.2 IIC PMN represents that no outstanding options or warrants for any its unissued Common Shares shares exist,except certain options , however, after this transaction and after effecting a reverse split of one for four issued and outstanding shares after completion of this transaction, the company has committed to and intends to issue a total of 300,000 common shares still outstanding as listed registered on Schedule 2.2form S-8, for past services rendered, by the transfer agent, attorneys, compensation to the President and 500,000 restricted common shares, for cash advances made to pay for services for the company, and consulting fees in satisfaction of certain accrued and accruing liabilities. 2.3 The stock transfer books of NMC ETS shall be closed on the Effective Date, and thereafter no transfers of the stock of NMC ETS shall be made. NMC ETS shall appoint an exchange agent ("Exchange Agent"), to accept surrender of the certificates representing the common shares of NMCETS, and to deliver in exchange for such surrendered certificates, 2,000,000 shares of Common Stock common stock of IICPMN. The authorization of the Exchange Agent may be terminated by IIC PMN after six months following the Effective Date. Upon termination of such authorization, any shares of NMC ETS and any funds held by the Exchange Agent for payment to NMC ETS shareholders pursuant to this Agreement shall be transferred to IIC PMN or its designated agent who shall thereafter perform the obligations of the Exchange Agent. If outstanding certificates for shares of NMC ETS are not surrendered or the payment for them not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of IIC PMN (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of NMC ETS shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdiction. 2.4 No fractional shares of IIC Common Stock PMN stock shall be issued as a result of the Agreement. Shares shall be rounded up to nearest whole share. 2.5 At the Effective Date, each holder of a certificate or certificates representing common shares of NMCETS, upon presentation and surrender of such certificate or certificates to the Exchange Agent, shall be entitled to receive the consideration set forth herein, except that holders of those shares as to which dissenters' rights shall have been validly asserted and perfected pursuant to California law shall not be converted into shares of PMN common stock, but shall represent only such dissenters' rights. Upon such presentation, surrender, and exchange as provided in this Section 2.5, certificates representing shares of NMC ETS previously held shall be canceled. Until so presented and surrendered, each certificate or certificates which represented issued and outstanding shares of NMC ETS at the Effective Date shall be deemed for all purposes to evidence the right to receive the consideration set forth in Section 1.2 of this Agreement. If the certificates representing shares of NMC ETS have been lost, stolen, mutilated or destroyed, the Exchange Agent shall require the submission of an indemnity agreement and may require the submission of a bond in lieu of such certificate.

Issuance and Exchange of Shares. 2.1 The 2,000,000 shares of Common Stock $.001 par value common stock of IIC SGI shall be issued by it to the subscribing NMC NCC shareholders at Closing fully paid and non-assessableClosing. 2.2 IIC SGI represents that no outstanding options or warrants for any its unissued Common Shares shares exist,except certain options for common shares still outstanding as listed on Schedule 2.2. 2.3 The stock transfer books of NMC NCC shall be closed on the Effective Date, and thereafter no transfers of the stock of NMC NCC shall be made. NMC NCC shall appoint an exchange agent ("Exchange Agent"), to accept surrender of the certificates representing the common shares of NMCNCC, and to deliver in exchange for such surrendered certificates, 2,000,000 shares of Common Stock common stock of IICSGI. The authorization of the Exchange Agent may be terminated by IIC SGI after six months following the Effective Date. Upon termination of such authorization, any shares of NMC NCC and any funds held by the Exchange Agent for payment to NMC NCC shareholders pursuant to this Agreement shall be transferred to IIC SGI or its designated agent who shall thereafter perform the obligations of the Exchange Agent. If outstanding certificates for shares of NMC NCC are not surrendered or the payment for them not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of IIC SGI (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of NMC NCC shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdiction. 2.4 No fractional shares of IIC Common Stock SGI stock shall be issued as a result of the Agreement. Shares issued in exchange shall be rounded up to nearest whole share. 2.5 At the Effective Date, each holder of a certificate or certificates representing common shares of NMCNCC, upon presentation and surrender of such certificate or certificates to the Exchange Agent, shall be entitled to receive the consideration set forth herein, except that holders of those shares as to which dissenters' rights shall have been validly asserted and perfected pursuant to Tennessee law shall not be converted into shares of SGI common stock, but shall represent only such dissenters' rights. Upon such presentation, surrender, and exchange as provided in this Section 2.5, certificates representing shares of NMC NCC previously held shall be canceled. Until so presented and surrendered, each certificate or certificates which represented issued and outstanding shares of NMC NCC at the Effective Date shall be deemed for all purposes to evidence the right to receive the consideration set forth in Section 1.2 of this Agreement. If the certificates representing shares of NMC NCC have been lost, stolen, mutilated or destroyed, the Exchange Agent shall require the submission of an indemnity agreement and may require the submission of a bond in lieu of such certificate.

Issuance and Exchange of Shares. 2.1 The 2,000,000 shares of Common Stock $.0001 par value common stock of IIC OSWE shall be issued by it to the subscribing NMC CB shareholders at Closing fully paid and non-assessableclosing. 2.2 IIC OSWE represents that no outstanding options or warrants for any its unissued Common Shares shares exist,except certain options . All preferred stock of OSWE due for common shares still outstanding redemption as listed on Schedule 2.2of the date hereof shall have been redeemed as of closing date, if any. 2.3 The stock transfer books of NMC CB shall be closed on the Effective Date, and thereafter no transfers of the stock of NMC CB shall be made. NMC CB shall appoint an exchange agent ("Exchange Agent"), to accept surrender of the certificates representing the common shares of NMCCB, and to deliver in exchange for such surrendered certificates, 2,000,000 shares of Common Stock common stock of IICOSWE. The authorization of the Exchange Agent may be terminated by IIC OSWE after six months following the Effective Date. Upon termination of such authorization, any shares of NMC CB and any funds held by the Exchange Agent for payment to NMC CB shareholders pursuant to this Agreement shall be transferred to IIC OSWE or its designated agent who shall thereafter perform the obligations of the Exchange Agent. If outstanding certificates for shares of NMC CB are not surrendered or the payment for them not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of IIC OSWE (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of NMC CB shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdiction. 2.4 No fractional shares of IIC Common Stock OSWE stock shall be issued as a result of the Agreement. Shares shall be rounded up to nearest whole share. 2.5 At the Effective Date, each holder of a certificate or certificates representing common shares of NMCCB, upon presentation and surrender of such certificate or certificates to the Exchange Agent, shall be entitled to receive the consideration set forth herein, except that holders of those shares as to which dissenters' rights shall have been asserted and perfected pursuant to Germany law shall not be converted into shares of OSWE common stock, but shall represent only such dissenters' rights. Upon such presentation, surrender, and exchange as provided in this Section 2.5, certificates representing shares of NMC CB previously held shall be canceled. Until so presented and surrendered, each certificate or certificates which represented issued and outstanding shares of NMC CB at the Effective Date shall be deemed for all purposes to evidence the right to receive the consideration set forth in Section 1.2 of this Agreement. If the certificates representing shares of NMC CB have been lost, stolen, mutilated or destroyed, the Exchange Agent shall require the submission of an indemnity agreement and may require the submission of a bond in lieu of such certificate.

Issuance and Exchange of Shares. 2.1 The 2,000,000 shares of Common Stock $.0001 par value common stock of IIC NELX (as provided in Section 1.2) shall be issued by it to LAC shareholders (other than those shares as to which dissenters' rights have been perfected in accordance with New Mexico law), pro rata to the subscribing NMC shareholders at Closing fully paid and non-assessableproportion of LAC Shareholders or shares held. 2.2 IIC LAC represents that no outstanding options or warrants for any unissued Common Shares its shares exist,except certain options for common shares still outstanding as listed on Schedule 2.2. 2.3 The stock transfer books of NMC LAC shall be closed on the Effective Date, and thereafter no transfers of the stock of NMC LAC shall be made. NMC LAC shall appoint an exchange agent ("Exchange Agent"), which is expected to be NELX's then stock transfer agent ("Stock Transfer Agent"), to accept surrender of the certificates representing the common shares of NMCLAC, and to deliver in exchange for such surrendered surrender certificates, 2,000,000 shares of Common Stock common stock of IICNELX. The authorization of the Exchange Agent may be terminated by IIC NELX after six months following the Effective Date. Upon termination of such authorization, any shares of NMC LAC and any funds held by the Exchange Agent for payment to NMC LAC shareholders pursuant to this Agreement shall be transferred to IIC NELX or its designated agent who shall thereafter perform the obligations of the Exchange Agent. If outstanding certificates for shares of NMC LAC are not surrendered or the payment for them not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of IIC NELX (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of NMC LAC shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdiction. 2.4 No fractional shares of IIC Common Stock NELX stock shall be issued as a result of the Agreement. Shares shall be rounded up to nearest whole share. 2.5 At the Effective Date, each holder of a certificate or certificates representing common shares of NMCLAC, upon presentation and surrender of such certificate or certificates to the Exchange Agent, shall be entitled to receive the consideration set forth herein, except that holders of those shares as to which dissenters' rights shall have been asserted and perfected pursuant to New Mexico law shall not be converted into shares of NELX common stock, but shall represent only such dissenters' rights. Upon such presentation, surrender, and exchange as provided in this Section 2.5, certificates representing shares of NMC LAC previously held shall be canceled. Until so presented and surrendered, each certificate or certificates which represented issued and outstanding shares of NMC LAC at the Effective Date shall be deemed for all purposes to evidence the right to receive the consideration set forth in Section Sections 1.2 and 1.3 of this Agreement. If the certificates representing shares of NMC LAC have been lost, stolen, mutilated or destroyed, the Exchange Agent shall require the submission of an indemnity agreement and may require the submission of a bond in lieu of such certificate.

Issuance and Exchange of Shares. 2.1 The 2,000,000 shares of Common Stock $.0001 par value common stock of IIC IVG shall be issued by it to the subscribing NMC GWI shareholders at Closing fully paid and non-assessablewithin 15 days after Effective Date. 2.2 IIC IVG represents that no outstanding options or warrants for any its unissued Common Shares shares exist,except certain options . All preferred stock of IVG due for common shares still outstanding redemption as listed on Schedule 2.2of the date hereof shall have been redeemed as of Effective Date, if any. 2.3 The stock transfer books of NMC GWI shall be closed on the Effective Date, and thereafter no transfers of the stock of NMC GWI shall be made. NMC GWI shall appoint an GWI as exchange agent ("Exchange Agent"), to accept surrender of the certificates representing the common shares of NMCGWI, and to deliver in exchange for such surrendered certificates, 2,000,000 shares of Common Stock common stock of IICIVG. The authorization of the Exchange Agent may be terminated by IIC IVG after six months following the Effective Date. Upon termination of such authorization, any shares of NMC GWI and any funds held by the Exchange Agent for payment to NMC GWI shareholders pursuant to this Agreement shall be transferred to IIC IVG or its designated agent who shall thereafter perform the obligations of the Exchange Agent. If outstanding certificates for shares of NMC GWI are not surrendered or the payment for them not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of IIC IVG (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of NMC GWI shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdiction. 2.4 No fractional shares of IIC Common Stock IVG stock shall be issued as a result of the Agreement. Shares shall be rounded up to nearest whole share. 2.5 At the Effective Date, each holder of a certificate or certificates representing common shares of NMCGWI, upon presentation and surrender of such certificate or certificates to the Exchange Agent, shall be entitled to receive the consideration set forth herein. Upon such presentation, surrender, and exchange as provided in this Section 2.5, certificates representing shares of NMC GWI previously held shall be canceled. Until so presented and surrendered, each certificate or certificates which represented issued and outstanding shares of NMC GWI at the Effective Date shall be deemed for all purposes to evidence the right to receive the consideration set forth in Section 1.2 of this Agreement. If the certificates representing shares of NMC GWI have been lost, stolen, mutilated or destroyed, the Exchange Agent shall require the submission of an indemnity agreement and may require the submission of a bond in lieu of such certificate.

Issuance and Exchange of Shares. 2.1 The 2,000,000 shares of Common Stock $.0001 par value common stock of IIC Patho shall be issued by it to the subscribing NMC ATNG shareholders at Closing fully paid and non-assessableclosing. 2.2 IIC ATNG represents that no outstanding options or warrants for any its unissued Common shares exist, except as shown hereafter. All preferred stock of ATNG due for redemption as of the date hereof shall have been redeemed as of closing date, if any. Outstanding Warrants and Options: Harrison Douglas W- 200,000 Shares exist,except certain options for common shares still outstanding as listed on Schedule 2.2.@ $7.20 per Xxxxx Xxxx Xxxxork W-5,000,000 Shares @ $7.20 per Share Premiere Radio Networks Broadcasting O- 500,000 Shares @ $6.00 per Share Employees and Others O-3,200,000 Shares @ TBD W=Warrants O=Options 2.3 The stock transfer books of NMC ATNG shall be closed on the Effective Date, and thereafter no transfers of the stock of NMC ATNG shall be made. NMC ATNG shall appoint an exchange agent ("Exchange Agent"), to accept surrender of the certificates representing the common shares of NMCATNG, and to deliver in exchange for such surrendered certificates, 2,000,000 shares of Common Stock common stock of IICPatho. The authorization of the Exchange Agent may be terminated by IIC Patho after six months following the Effective Date. Upon termination of such authorization, any shares of NMC ATNG and any funds held by the Exchange Agent for payment to NMC ATNG shareholders pursuant to this Agreement shall be transferred to IIC Patho or its designated agent who shall thereafter perform the obligations of the Exchange Agent. If outstanding certificates for shares of NMC ATNG are not surrendered or the payment for them not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of IIC Patho (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of NMC ATNG shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdiction. 2.4 No fractional shares of IIC Common Stock Patho stock shall be issued as a result of the Agreement. Shares shall be rounded up to nearest whole share., 2.5 At the Effective Date, each holder of a certificate or certificates representing common shares of NMCATNG, upon presentation and surrender of such certificate or certificates to the Exchange Agent, shall be entitled to receive the consideration set forth herein, except that holders of those shares as to which dissenters' rights shall have been asserted and perfected pursuant to Nevada law shall not be converted into shares of Patho common stock, but shall represent only such dissenters' rights. Upon such presentation, surrender, and exchange as provided in this Section 2.5, certificates representing shares of NMC ATNG previously held shall be canceled. Until so presented and surrendered, each certificate or certificates which represented issued and outstanding shares of NMC ATNG at the Effective Date shall be deemed for all purposes to evidence the right to receive the consideration set forth in Section 1.2 of this Agreement. If the certificates representing shares of NMC ATNG have been lost, stolen, mutilated or destroyed, the Exchange Agent shall require the submission of an indemnity agreement and may require the submission of a bond in lieu of such certificate.

Issuance and Exchange of Shares. 2.1 The 2,000,000 shares of Common Stock $.0001 par value common stock of IIC CGS shall be issued by it to the subscribing NMC CPI shareholders at Closing fully paid and non-assessableclosing. 2.2 IIC It represents that no outstanding options or warrants for any its unissued Common Shares shares exist,except certain options . All preferred stock of CGS due for common shares still outstanding redemption as listed on Schedule 2.2of the date hereof shall have been redeemed as of closing date, if any. 2.3 The stock transfer books of NMC CPI shall be closed on the Effective Date, and thereafter no transfers of the stock of NMC CPI shall be made. NMC CPI shall appoint an exchange agent ("Exchange Agent"), to accept surrender of the certificates representing the common shares of NMCCPI, and to deliver in exchange for such surrendered certificates, 2,000,000 shares of Common Stock common stock of IICCGS. The authorization of the Exchange Agent may be terminated by IIC CGS after six months following the Effective Date. Upon termination of such authorization, any shares of NMC CPI and any funds held by the Exchange Agent for payment to NMC CPI shareholders pursuant to this Agreement shall be transferred to IIC CGS or its designated agent who shall thereafter perform the obligations of the Exchange Agent. If outstanding certificates for shares of NMC CPI are not surrendered or the payment for them not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of IIC CGS (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of NMC CPI shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdiction. 2.4 No fractional shares of IIC Common Stock CGS stock shall be issued as a result of the Agreement. Shares shall be rounded up to nearest whole share. 2.5 At the Effective Date, each holder of a certificate or certificates representing common shares of NMCCPI, upon presentation and surrender of such certificate or certificates to the Exchange Agent, shall be entitled to receive the consideration set forth herein, except that holders of those shares as to which dissenters' rights shall have been asserted and perfected pursuant to Colorado law shall not be converted into shares of CGS common stock, but shall represent only such dissenters' rights. Upon such presentation, surrender, and exchange as provided in this Section 2.5, certificates representing shares of NMC CPI previously held shall be canceled. Until so presented and surrendered, each certificate or certificates which represented issued and outstanding shares of NMC CPI at the Effective Date shall be deemed for all purposes to evidence the right to receive the consideration set forth in Section 1.2 of this Agreement. If the certificates representing shares of NMC CPI have been lost, stolen, mutilated or destroyed, the Exchange Agent shall require the submission of an indemnity agreement and may require the submission of a bond in lieu of such certificate.

Issuance and Exchange of Shares. 2.1 The 2,000,000 shares of Common Stock no par value common stock of IIC DS shall be issued by it to the subscribing NMC SRE shareholders at Closing fully paid and non-assessableClosing. 2.2 IIC DS represents that no outstanding options or warrants for any unissued Common Shares shares exist,except certain options for common shares still outstanding as listed on Schedule 2.2. 2.3 The stock transfer books of NMC SRE shall be closed on the Effective Date, and thereafter no transfers of the stock of NMC SRE shall be made. NMC SRE shall appoint an exchange agent ("Exchange Agent"), to accept surrender of the certificates representing the common shares of NMCSRE, and to deliver in exchange for such surrendered certificates, 2,000,000 shares of Common Stock common stock of IICDS. The authorization of the Exchange Agent may be terminated by IIC DS after six months following the Effective Date. Upon termination of such authorization, any shares of NMC SRE and any funds held by the Exchange Agent for payment to NMC SRE shareholders pursuant to this Agreement shall be transferred to IIC DS or its designated agent who shall thereafter perform the obligations of the Exchange Agent. If outstanding certificates for shares of NMC SRE are not surrendered or the payment for them not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of IIC DS (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of NMC SRE shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdiction. 2.4 No fractional shares of IIC Common Stock DS stock shall be issued as a result of the Agreement. Shares shall be rounded up to nearest whole share. 2.5 At the Effective Date, each holder of a certificate or certificates representing common shares of NMCSRE, upon presentation and surrender of such certificate or certificates to the Exchange Agent, shall be entitled to receive the consideration set forth herein, except that holders of those shares as to which dissenters' rights shall have been validly asserted and perfected pursuant to Colorado law shall not be converted into shares of DS common stock, but shall represent only such dissenters' rights. Upon such presentation, surrender, and exchange as provided in this Section 2.5, certificates representing shares of NMC SRE previously held shall be canceled. Until so presented and surrendered, each certificate or certificates which represented issued and outstanding shares of NMC SRE at the Effective Date shall be deemed for all purposes to evidence the right to receive the consideration set forth in Section 1.2 of this Agreement. If the certificates representing shares of NMC SRE have been lost, stolen, mutilated or destroyed, the Exchange Agent shall require the submission of an indemnity agreement and may require the submission of a bond in lieu of such certificate.

Issuance and Exchange of Shares. 2.1 The 2,000,000 80,735,590 shares of Common Stock $0.001 par value common stock of IIC SCRE shall be issued by it to the subscribing NMC shareholders NBTI Shareholders at Closing fully paid and non-assessableClosing. 2.2 IIC SCRE represents that no outstanding options or warrants for any its unissued Common Shares shares exist,except certain options for common shares still outstanding as listed on Schedule 2.2. 2.3 The stock transfer books of NMC NBTI shall be closed on the Effective Date, and thereafter no transfers of the stock of NMC NBTI shall be mademade (except pursuant to the Convertible Note). NMC NBTI shall appoint Gary L. Blum, Esq. as an exchange agent axxxx ("Exchange Xxxxxnge Agent"), to accept surrender of the certificates representing the common shares of NMCNBTI, and to deliver in exchange for such surrendered certificates, 2,000,000 shares of Common Stock common stock of IICSCRE. The authorization of the Exchange Agent may be terminated by IIC SCRE after six months following the Effective Date. Upon termination of such authorization, any shares of NMC and any funds held by the Exchange Agent for payment to NMC shareholders pursuant to this Agreement shall be transferred to IIC or its designated agent who shall thereafter perform the obligations of the Exchange Agent. If outstanding certificates for shares of NMC are not surrendered or the payment for them not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of IIC (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of NMC shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdiction. 2.4 No fractional shares of IIC Common Stock SCRE stock shall be issued as a result of the Agreement. Shares shall be rounded up to nearest whole share. 2.5 At the Effective Date, each holder of a certificate or certificates representing common shares of NMCNBTI, upon presentation and surrender of such certificate or certificates to the Exchange Agent, shall be entitled to receive the consideration set forth herein, except that holders of those shares as to which dissenters' rights shall have been validly asserted and perfected pursuant to BVI law shall not be converted into shares of SCRE common stock, but shall represent only such dissenters' rights. Upon such presentation, surrender, and exchange as provided in this Section 2.5, certificates representing shares of NMC NBTI previously held shall be canceled. Until so presented and surrendered, each certificate or certificates which represented issued and outstanding shares of NMC NBTI at the Effective Date shall be deemed for all purposes to evidence the right to receive the consideration set forth in Section 1.2 of this Agreement. If the certificates representing shares of NMC NBTI have been lost, stolen, mutilated or destroyed, the Exchange Agent shall require the submission of an indemnity agreement and may require the submission of a bond in lieu of such certificate.

Issuance and Exchange of Shares. 2.1 The 2,000,000 Upon the terms and subject to the conditions of this Agreement, the STC Shareholders shall exchange all of their common shares of Common Stock STC on a one for one basis for VBL common stock and (ii) all of IIC the options and warrants to purchase common shares of STC, a schedule of which is attached hereto as Schedule B, which are issued and outstanding shall be issued by it exchanged for options and warrants to purchase an equal number of common shares of VBL, subject to equivalent terms and conditions as set forth in each of the subscribing NMC shareholders at Closing fully paid respective option agreements and non-assessablewarrant agreements to purchase common shares of STC. 2.2 IIC VBL represents that no outstanding options or warrants for any its unissued Common Shares shares exist,, except certain options for to purchase 250,000 common shares still outstanding as listed on Schedule 2.2of VBL issued pursuant to the Share Purchase Agreement, dated May 16, 2002, by and among Ronald Shogren, Michaex Xxxxxx, Xxxxip X. Xxxxx, Xxxblx Xxxxxxxxx xxx Powerlink International Finance (the "Share Purchase Agreement"). 2.3 The stock transfer books of NMC STC shall be closed on the Effective Date, and thereafter no transfers of the stock of NMC STC shall be made. NMC STC shall appoint an exchange agent ("Exchange Agent"), to accept surrender of the certificates representing the common shares of NMCSTC, and to deliver in exchange for such surrendered certificates, 2,000,000 shares of Common Stock common stock of IICVBL. The authorization of the Exchange Agent may be terminated by IIC VBL after six months following the Effective Date. Upon termination of such authorization, any shares of NMC STC and any funds held by the Exchange Agent for payment to NMC STC shareholders pursuant to this Agreement shall be transferred to IIC VBL or its designated agent who shall thereafter perform the obligations of the Exchange Agent. If outstanding certificates for shares of NMC STC are not surrendered or the payment for them not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of IIC VBL (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of NMC STC shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdiction. 2.4 No fractional shares of IIC Common Stock VBL stock shall be issued as a result of the Agreement. Shares shall be rounded up to nearest whole share. 2.5 At Each of STC and VBL, as the Effective Date, each holder of a certificate or certificates representing common shares of NMC, upon presentation and surrender of such certificate or certificates to the Exchange Agentcase may be, shall be entitled to receive responsible for any transfer and similar taxes assessed or payable by each of them in connection with the consideration set forth herein. Upon such presentationsale and transfer of the STC Shares or the VBL Shares, surrenderas the case may be, and exchange as provided in this Section 2.5, certificates representing shares of NMC previously held shall be canceled. Until so presented and surrendered, each certificate or certificates which represented issued and outstanding shares of NMC at the Effective Date shall be deemed for all purposes to evidence the right to receive the consideration set forth in Section 1.2 of this Agreement. If the certificates representing shares of NMC have been lost, stolen, mutilated or destroyed, the Exchange Agent shall require the submission of an indemnity agreement and may require the submission of a bond in lieu of such certificatetransactions contemplated hereby.

Issuance and Exchange of Shares. 2.1 The 2,000,000 Upon the terms and subject to the conditions of this Agreement, the STC Shareholders shall exchange all of their common shares of Common Stock STC on a one for one basis for VBL common stock and (ii) all of IIC the options and warrants to purchase common shares of STC, a schedule of which is attached hereto as Schedule B, which are issued and outstanding shall be issued by it exchanged for options and warrants to purchase an equal number of common shares of VBL, subject to equivalent terms and conditions as set forth in each of the subscribing NMC shareholders at Closing fully paid respective option agreements and non-assessablewarrant agreements to purchase common shares of STC. 2.2 IIC VBL represents that no outstanding options or warrants for any its unissued Common Shares shares exist,, except certain options for to purchase 250,000 common shares still outstanding as listed on Schedule 2.2of VBL issued pursuant to the Share Purchase Agreement, dated May 16, 2002, by and among Ronald Shogren, Michael Butler, Philip G. Hinds, Viable Resources anx Xxxxxxxxx Xxtexxxxxxxxx Xxxxncx (xxx "Xxxxx Xurchase Agreement"). 2.3 The stock transfer books of NMC STC shall be closed on the Effective Date, and thereafter no transfers of the stock of NMC STC shall be made. NMC STC shall appoint an exchange agent ("Exchange Agent"), to accept surrender of the certificates representing the common shares of NMCSTC, and to deliver in exchange for such surrendered certificates, 2,000,000 shares of Common Stock common stock of IICVBL. The authorization of the Exchange Agent may be terminated by IIC VBL after six months following the Effective Date. Upon termination of such authorization, any shares of NMC STC and any funds held by the Exchange Agent for payment to NMC STC shareholders pursuant to this Agreement shall be transferred to IIC VBL or its designated agent who shall thereafter perform the obligations of the Exchange Agent. If outstanding certificates for shares of NMC STC are not surrendered or the payment for them not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of IIC VBL (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of NMC STC shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdiction. 2.4 No fractional shares of IIC Common Stock VBL stock shall be issued as a result of the Agreement. Shares shall be rounded up to nearest whole share. 2.5 At Each of STC and VBL, as the Effective Date, each holder of a certificate or certificates representing common shares of NMC, upon presentation and surrender of such certificate or certificates to the Exchange Agentcase may be, shall be entitled to receive responsible for any transfer and similar taxes assessed or payable by each of them in connection with the consideration set forth herein. Upon such presentationsale and transfer of the STC Shares or the VBL Shares, surrenderas the case may be, and exchange as provided in this Section 2.5, certificates representing shares of NMC previously held shall be canceled. Until so presented and surrendered, each certificate or certificates which represented issued and outstanding shares of NMC at the Effective Date shall be deemed for all purposes to evidence the right to receive the consideration set forth in Section 1.2 of this Agreement. If the certificates representing shares of NMC have been lost, stolen, mutilated or destroyed, the Exchange Agent shall require the submission of an indemnity agreement and may require the submission of a bond in lieu of such certificatetransactions contemplated hereby.

Issuance and Exchange of Shares. 2.1 The 2,000,000 shares of Common Stock $.0001 par value common stock of IIC OSWE shall be issued by it to the subscribing NMC CB shareholders at Closing fully paid and non-assessableclosing. 2.2 IIC OSWE represents that no outstanding options or warrants for any its unissued Common Shares shares exist,except certain options . All preferred stock of OSWE due for common shares still outstanding redemption as listed on Schedule 2.2of the date hereof shall have been redeemed as of closing date, if any. 2.3 The stock transfer books of NMC CB shall be closed on the Effective Date, and thereafter no transfers of the stock of NMC CB shall be made. NMC CB shall appoint an exchange agent ("Exchange Agent"), to accept surrender of the certificates representing the common shares of NMCCB, and to deliver in exchange for such surrendered certificates, 2,000,000 shares of Common Stock common stock of IICOSWE. The authorization of the Exchange Agent may be terminated by IIC OSWE after six months following the Effective Date. Upon termination of such authorization, any shares of NMC CB and any funds held by the Exchange Agent for payment to NMC CB shareholders pursuant to this Agreement shall be transferred to IIC OSWE or its designated agent who shall thereafter perform the obligations of the Exchange Agent. If outstanding certificates for shares of NMC CB are not surrendered or the payment for them not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of IIC OSWE (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of NMC CB shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdiction. 2.4 No fractional shares of IIC Common Stock OSWE stock shall be issued as a result of the Agreement. Shares shall be rounded up to nearest whole share. 2.5 At the Effective Date, each holder of a certificate or certificates representing common shares of NMCCB, upon presentation and surrender of such certificate or certificates to the Exchange Agent, shall be entitled to receive the consideration set forth herein, except that holders of those shares as to which dissenters' rights shall have been asserted and perfected pursuant to Germany law shall not be converted into shares of OSWE common stock, but shall represent only such dissenters' rights. Upon such presentation, surrender, and exchange as provided in this Section 2.5, certificates representing shares of NMC CB previously held shall be canceled. Until so presented and surrendered, each certificate or certificates which represented issued and outstanding shares of NMC CB at the Effective Date Date, shall be deemed for all purposes to evidence the right to receive the consideration set forth in Section 1.2 of this Agreement. If the certificates representing shares of NMC CB have been lost, stolen, mutilated or destroyed, the Exchange Agent shall require the submission of an indemnity agreement and may require the submission of a bond in lieu of such certificate.

Issuance and Exchange of Shares. 2.1 The 2,000,000 shares of Common Stock $.0001 par value common stock of IIC NELX shall be issued by it to the subscribing NMC AMI shareholders at Closing fully paid and non-assessableclosing. 2.2 IIC NELX represents that no outstanding options or warrants for any its unissued Common Shares shares exist,except certain options . All preferred stock of NELX due for common shares still outstanding redemption as listed on Schedule 2.2of the date hereof shall have been redeemed as of closing date, if any. 2.3 The stock transfer books of NMC AMI shall be closed on the Effective Date, and thereafter no transfers of the stock of NMC AMI shall be made. NMC AMI shall appoint an exchange agent ("Exchange Agent"), to accept surrender of the certificates representing the common shares of NMCAMI, and to deliver in exchange for such surrendered certificates, 2,000,000 shares of Common Stock common stock of IICNELX. The authorization of the Exchange Agent may be terminated by IIC NELX after six months following the Effective Date. Upon termination of such authorization, any shares of NMC AMI and any funds held by the Exchange Agent for payment to NMC AMI shareholders pursuant to this Agreement shall be transferred to IIC NELX or its designated agent who shall thereafter perform the obligations of the Exchange Agent. If outstanding certificates for shares of NMC AMI are not surrendered or the payment for them not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of IIC NELX (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of NMC AMI shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdiction. 2.4 No fractional shares of IIC Common Stock NELX stock shall be issued as a result of the Agreement. Shares shall be rounded up to nearest whole share. 2.5 At the Effective Date, each holder of a certificate or certificates representing common shares of NMCAMI, upon presentation and surrender of such certificate or certificates to the Exchange Agent, shall be entitled to receive the consideration set forth herein, except that holders of those shares as to which dissenters' rights shall have been asserted and perfected pursuant to West Virginia law shall not be converted into shares of NELX common stock, but shall represent only such dissenters' rights. Upon such presentation, surrender, and exchange as provided in this Section 2.5, certificates representing shares of NMC AMI previously held shall be canceled. Until so presented and surrendered, each certificate or certificates which represented issued and outstanding shares of NMC AMI at the Effective Date shall be deemed for all purposes to evidence the right to receive the consideration set forth in Section 1.2 of this Agreement. If the certificates representing shares of NMC AMI have been lost, stolen, mutilated or destroyed, the Exchange Agent shall require the submission of an indemnity agreement and may require the submission of a bond in lieu of such certificate.

Issuance and Exchange of Shares. 2.1 The 2,000,000 Upon the terms and subject to the conditions of this Agreement, the STC Shareholders shall exchange all of their common shares of Common Stock STC on a one for one basis for VBL common stock and (ii) all of IIC the options and warrants to purchase common shares of STC, a schedule of which is attached hereto as Schedule B, which are issued and outstanding shall be issued by it exchanged for options and warrants to purchase an equal number of common shares of VBL, subject to equivalent terms and conditions as set forth in each of the subscribing NMC shareholders at Closing fully paid respective option agreements and non-assessablewarrant agreements to purchase common shares of STC. 2.2 IIC VBL represents that no outstanding options or warrants for any its unissued Common Shares shares exist,, except certain options for to purchase 250,000 common shares still outstanding as listed on Schedule 2.2of VBL issued pursuant to the Share Purchase Agreement, dated May 16, 2002, by and among Ronald Shogren, Michael Butler, Philip G. Hinds, Viable Resources and Xxxxxxxxx Xxxerxxxxxxxx Xxxxxce (xxx "Xxxxx Xxrchase Agreement"). 2.3 The stock transfer books of NMC STC shall be closed on the Effective Date, and thereafter no transfers of the stock of NMC STC shall be made. NMC STC shall appoint an exchange agent ("Exchange Agent"), to accept surrender of the certificates representing the common shares of NMCSTC, and to deliver in exchange for such surrendered certificates, 2,000,000 shares of Common Stock common stock of IICVBL. The authorization of the Exchange Agent may be terminated by IIC VBL after six months following the Effective Date. Upon termination of such authorization, any shares of NMC STC and any funds held by the Exchange Agent for payment to NMC STC shareholders pursuant to this Agreement shall be transferred to IIC VBL or its designated agent who shall thereafter perform the obligations of the Exchange Agent. If outstanding certificates for shares of NMC STC are not surrendered or the payment for them not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of IIC VBL (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of NMC STC shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdiction. 2.4 No fractional shares of IIC Common Stock VBL stock shall be issued as a result of the Agreement. Shares shall be rounded up to nearest whole share. 2.5 At Each of STC and VBL, as the Effective Date, each holder of a certificate or certificates representing common shares of NMC, upon presentation and surrender of such certificate or certificates to the Exchange Agentcase may be, shall be entitled to receive responsible for any transfer and similar taxes assessed or payable by each of them in connection with the consideration set forth herein. Upon such presentationsale and transfer of the STC Shares or the VBL Shares, surrenderas the case may be, and exchange as provided in this Section 2.5, certificates representing shares of NMC previously held shall be canceled. Until so presented and surrendered, each certificate or certificates which represented issued and outstanding shares of NMC at the Effective Date shall be deemed for all purposes to evidence the right to receive the consideration set forth in Section 1.2 of this Agreement. If the certificates representing shares of NMC have been lost, stolen, mutilated or destroyed, the Exchange Agent shall require the submission of an indemnity agreement and may require the submission of a bond in lieu of such certificatetransactions contemplated hereby.

Issuance and Exchange of Shares. 2.1 The 2,000,000 shares of Common Stock $.0001 par value common stock of IIC Patho shall be issued by it to the subscribing NMC ATNG shareholders at Closing fully paid and non-assessableclosing. 2.2 IIC ATNG represents that no outstanding options or warrants for any its unissued Common shares exist, except as shown hereafter. All preferred stock of ATNG due for redemption as of the date hereof shall have been redeemed as of closing date, if any. Outstanding Warrants and Options: Dish Network W-100,000 Shares exist,except certain options for common shares still outstanding as listed on Schedule 2.2.@ $7.20 per Share Dish Network W-5,000,000 Shares @ $15.00 per Share Premiere Radio Networks Broadcasting O-500,000 Shares @ $6.00 per Share Employees and Others O-3,200,000 Shares @ TBD W=Warrants O=Options 2.3 The stock transfer books of NMC ATNG shall be closed on the Effective Date, and thereafter no transfers of the stock of NMC ATNG shall be made. NMC ATNG shall appoint an exchange agent ("Exchange Agent"), to accept surrender of the certificates representing the common shares of NMCATNG, and to deliver in exchange for such surrendered certificates, 2,000,000 shares of Common Stock common stock of IICPatho. The authorization of the Exchange Agent may be terminated by IIC Patho after six months following the Effective Date. Upon termination of such authorization, any shares of NMC ATNG and any funds held by the Exchange Agent for payment to NMC ATNG shareholders pursuant to this Agreement shall be transferred to IIC Patho or its designated agent who shall thereafter perform the obligations of the Exchange Agent. If outstanding certificates for shares of NMC ATNG are not surrendered or the payment for them not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of IIC Patho (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of NMC ATNG shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdiction. 2.4 No fractional shares of IIC Common Stock Patho stock shall be issued as a result of the Agreement. Shares shall be rounded up to nearest whole share. 2.5 At the Effective Date, each holder of a certificate or certificates representing common shares of NMCATNG, upon presentation and surrender of such certificate or certificates to the Exchange Agent, shall be entitled to receive the consideration set forth herein, except that holders of those shares as to which dissenters' rights shall have been asserted and perfected pursuant to Nevada law shall not be converted into shares of Patho common stock, but shall represent only such dissenters' rights. Upon such presentation, surrender, and exchange as provided in this Section 2.5, certificates representing shares of NMC ATNG previously held shall be canceled. Until so presented and surrendered, each certificate or certificates which represented issued and outstanding shares of NMC ATNG at the Effective Date shall be deemed for all purposes to evidence the right to receive the consideration set forth in Section 1.2 of this Agreement. If the certificates representing shares of NMC ATNG have been lost, stolen, mutilated or destroyed, the Exchange Agent shall require the submission of an indemnity agreement and may require the submission of a bond in lieu of such certificate.

Issuance and Exchange of Shares. 2.1 The 2,000,000 On the Closing Date, each of the CNG Shareholders shall surrender the certificate or certificates representing shares of CNG Common Stock of IIC to CLM. Promptly following surrender, CLM shall be issued by it issue the CLM Common Stock to the subscribing NMC shareholders at Closing fully paid and non-assessableCNG Shareholders pursuant to Section 1.1. 2.2 IIC represents that no outstanding options or warrants for any unissued Common Shares exist,except certain options for common shares still outstanding as listed on Schedule 2.2. 2.3 The stock transfer books of NMC CNG shall be closed on the Effective Closing Date, and thereafter no transfers of the stock of NMC CNG shall be made. NMC CNG shall appoint an exchange agent ("Exchange Agent"), ) to accept surrender of the certificates representing the common shares of NMCCNG, and to deliver in exchange for such surrendered certificates, 2,000,000 shares of Common Stock of IICCLM common stock. The authorization of the Exchange Agent may be terminated by IIC CLM after six months following the Effective Closing Date. Upon termination of such authorization, any shares of NMC CNG and any funds held by the Exchange Agent for payment to NMC CNG shareholders pursuant to this Agreement shall be transferred to IIC CLM or its designated agent who shall thereafter perform the obligations of the Exchange Agent. If outstanding certificates for shares of NMC CNG are not surrendered or the payment for them not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of IIC CLM (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of NMC CNG shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdiction. 2.4 2.3 No fractional shares of IIC Common Stock CLM stock shall be issued as a result of the Agreement. Shares shall be rounded up to nearest whole share. 2.5 At the Effective Date, each holder of a certificate or certificates representing common shares of NMC, upon presentation and surrender of such certificate or certificates to the Exchange Agent, shall be entitled to receive the consideration set forth herein. Upon such presentation, surrender, and exchange as provided in this Section 2.5, certificates representing shares of NMC previously held shall be canceled. Until so presented and surrendered, each certificate or certificates which represented issued and outstanding shares of NMC at the Effective Date shall be deemed for all purposes to evidence the right to receive the consideration set forth in Section 1.2 of this Agreement. If the certificates representing shares of NMC have been lost, stolen, mutilated or destroyed, the Exchange Agent shall require the submission of an indemnity agreement and may require the submission of a bond in lieu of such certificate.

Issuance and Exchange of Shares. 2.1 The 2,000,000 20,000,000 shares of Common Stock common stock of IIC ECWC shall be issued by it ECWC to the subscribing NMC shareholders BBMF Shareholder at Closing fully paid and non-assessableClosing. 2.2 IIC Except for the subscription rights of the ECWC Subscribers, ECWC and each of the ECWC Subscribers, represents and warrants that ECWC has no outstanding options options, warrants, rights (including conversion or warrants preemptive rights) for the issuance of its unissued shares or any unissued Common Shares exist,except certain options agreement for common shares still outstanding as listed on Schedule 2.2the purchase or acquisition from ECWC of any of its share capital. 2.3 The stock transfer books of NMC BBMF shall be closed on the Effective Closing Date, and thereafter no transfers of the stock of NMC BBMF shall be made. NMC BBMF shall appoint an exchange agent ("Exchange Agent")escrow agent, to accept surrender of the certificates certificate representing the common 100 ordinary shares of NMCBBMF, and to deliver in exchange for such surrendered certificatessurrendered, 2,000,000 a certificate representing 20,000,000 shares of Common Stock common stock of IIC. The authorization of the Exchange Agent may be terminated by IIC after six months following the Effective Date. Upon termination of such authorization, any shares of NMC and any funds held by the Exchange Agent for payment to NMC shareholders pursuant to this Agreement shall be transferred to IIC or its designated agent who shall thereafter perform the obligations of the Exchange Agent. If outstanding certificates for shares of NMC are not surrendered or the payment for them not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of IIC (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of NMC shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdictionECWC. 2.4 No fractional shares of IIC Common Stock ECWC common stock shall be issued as a result of the Agreement. Shares shall be rounded up to nearest whole share. 2.5 At the Effective Closing Date, each holder of a certificate or certificates representing common shares of NMCthe BBMF Shareholder, upon presentation and surrender of such certificate or certificates representing 100 ordinary shares of BBMF to the Exchange Agentescrow agent, shall be entitled to receive the consideration set forth herein20,000,000 shares of common stock of ECWC. Upon such presentation, surrender, surrender and exchange as provided in this Section 2.5, certificates the certificate representing 100 shares of NMC BBMF previously held in the name of the BBMF Shareholder shall be canceled. Until so presented and surrendered, each the certificate or certificates which represented the entire issued and outstanding shares of NMC BBMF at the Effective Closing Date shall be deemed for all purposes to evidence the right to receive the consideration set forth in Section 1.2 of this Agreement. If the certificates certificate representing the 100 shares of NMC BBMF have been lost, stolen, mutilated or destroyed, the Exchange Agent shall require the submission of an indemnity agreement and may require the submission of a bond in lieu of such certificate.

Issuance and Exchange of Shares. 2.1 The 2,000,000 shares of Common Stock of IIC Citizens Class A common stock shall be issued by it distributed to the subscribing NMC First Alliance shareholders at Closing fully paid and non-assessable(other than those shares as to which dissenters' rights have been perfected in accordance with Kentucky law). 2.2 IIC represents that no outstanding options or warrants for any unissued Common Shares exist,except certain options for common shares still outstanding as listed on Schedule 2.2. 2.3 The stock transfer books of NMC shall be closed on the Effective Date, and thereafter no transfers of the stock of NMC shall be made. NMC shall appoint an exchange agent ("Exchange Agent"), to accept surrender of the certificates representing the common shares of NMC, and to deliver in exchange for such surrendered certificates, 2,000,000 shares of Common Stock of IIC. The authorization of the Exchange Agent may be terminated by IIC after six months following the Effective Date. Upon termination of such authorization, any shares of NMC and any funds held by the Exchange Agent for payment to NMC shareholders pursuant to this Agreement shall be transferred to IIC or its designated agent who shall thereafter perform the obligations of the Exchange Agent. If outstanding certificates for shares of NMC are not surrendered or the payment for them not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of IIC (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of NMC shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdiction. 2.4 No fractional shares of IIC Common Stock shall be issued as a result of the Agreement. Shares shall be rounded up to nearest whole share. 2.5 At On the Effective Date, each holder of a certificate or certificates representing common shares of NMCFirst Alliance, upon presentation and surrender of such certificate or certificates to the Exchange AgentAgent of Citizens, shall be entitled to receive the consideration set forth herein, except that holders of those shares as to which dissenters' rights shall have been asserted and perfected pursuant to Kentucky law shall not be converted into shares of Citizens Class A common stock, but shall represent only such rights as are permitted under the Kentucky Business Corporation Act. Upon such presentation, surrender, and exchange as provided in this Section 2.52.2, certificates representing shares of NMC First Alliance previously held shall be canceled. Until so presented and surrendered, each certificate or certificates which represented issued and outstanding shares of NMC First Alliance at the Effective Date shall be deemed for all purposes to evidence the right to receive the consideration set forth in Section 1.2 of this Agreement. If the a certificate or certificates representing shares of NMC First Alliance have been lost, stolen, mutilated or destroyed, the Exchange Agent shall require the submission of an indemnity agreement and may require the submission of a bond in lieu of such certificate. 10.7 No fractional shares of Citizens stock shall be issued as a result of the Merger. In the event the issuance of shares of Citizens stock hereunder results in any shareholder being entitled to a fraction of a whole share of Citizens stock, the number of shares to be issued to such shareholder shall be rounded up to the nearest whole share. 10.8 The stock transfer books of First Alliance shall be closed on the Closing Date, and thereafter no transfers of the common stock of First Alliance will be made.

Issuance and Exchange of Shares. 2.1 The 2,000,000 110,130,615 shares of XXXX Common Stock of IIC shall be issued by it to the subscribing NMC shareholders CKCB Designated Shareholders or their designees at the Initial Closing fully paid and non-assessableDate. 2.2 IIC XXXX represents that no outstanding options or warrants for any its unissued Common Shares shares exist,except certain options for common shares still outstanding as listed on Schedule 2.2. 2.3 The stock transfer books of NMC CKCB shall be closed on the Effective Initial Closing Date, and thereafter no transfers of the stock of NMC CKCB shall be mademade (except pursuant to the Convertible Note). NMC CKCB and XXXX shall appoint Xxxxx & Xxxxxxxx LLP as an exchange agent ("“Exchange Agent"”), to accept surrender of the certificates representing the common shares of NMCCKCB, and to deliver in exchange for such surrendered certificates, 2,000,000 shares of XXXX Common Stock of IICStock. The authorization of the Exchange Agent may be terminated by IIC XXXX after six months following the Effective Date. Upon termination of such authorizationOctober 28, any shares of NMC and any funds held by the Exchange Agent for payment to NMC shareholders pursuant to this Agreement shall be transferred to IIC or its designated agent who shall thereafter perform the obligations of the Exchange Agent. If outstanding certificates for shares of NMC are not surrendered or the payment for them not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of IIC (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of NMC shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdiction2005. 2.4 No fractional shares of IIC Common Stock XXXX stock shall be issued as a result of the Agreement. Shares shall be rounded up to nearest whole share. 2.5 At the Effective DateInitial Closing, each holder of a certificate or certificates representing common shares of NMCCKCB, upon presentation and surrender of such certificate or certificates to the Exchange Agent, shall be entitled to receive the consideration set forth herein, except that holders of those shares as to which dissenters' rights shall have been validly asserted and perfected pursuant to BVI law shall not be converted into shares of XXXX Common Stock, but shall represent only such dissenters' rights. Upon such presentation, surrender, and exchange as provided in this Section 2.5, certificates representing shares of NMC CKCB previously held shall be canceled. Until so presented and surrendered, each certificate or certificates which represented issued and outstanding shares of NMC CKCB at the Effective Initial Closing Date shall be deemed for all purposes to evidence the right to receive the consideration set forth in Section 1.2 of this Agreement. If the certificates representing shares of NMC CKCB have been lost, stolen, mutilated or destroyed, the Exchange Agent shall require the submission of an indemnity agreement and may require the submission of a bond in lieu of such certificate.

Issuance and Exchange of Shares. 2.1 The 2,000,000 shares of Common Stock common stock of IIC RMI, par value $0.001 per share, shall be issued by it to the subscribing NMC Warp shareholders at Closing fully paid and non-assessableClosing. 2.2 IIC RMI represents that no outstanding options or warrants for any its unissued Common Shares shares exist,except certain options for common shares still outstanding as listed on Schedule 2.2. 2.3 The stock transfer books of NMC Warp shall be closed on the Effective Closing Date, and thereafter no transfers of the stock of NMC Warp shall be made. NMC Warp shall appoint an exchange agent ("Exchange Agent"), to accept surrender of the certificates representing the common shares of NMCWarp, and to deliver in exchange for such surrendered certificates, 2,000,000 shares of Common Stock common stock of IICRMI. The authorization of the Exchange Agent may be terminated by IIC RMI after six months following the Effective Closing Date. Upon termination of such authorization, any shares of NMC Warp and any funds held by the Exchange Agent for payment to NMC Warp shareholders pursuant to this Agreement shall be transferred to IIC RMI or its designated agent who shall thereafter perform the obligations of the Exchange Agent. If outstanding certificates for shares of NMC Warp are not surrendered or the payment for them not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of IIC RMI (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of NMC Warp shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdiction. 2.4 No fractional shares of IIC Common Stock RMI stock shall be issued as a result of the Agreement. Shares shall be rounded up to nearest whole share. 2.5 At the Effective Closing Date, each holder of a certificate or certificates representing common shares of NMCWarp, upon presentation and surrender of such certificate or certificates to the Exchange Agent, shall be entitled to receive the consideration set forth herein, except that holders of those shares as to which dissenters' rights shall have been validly asserted and perfected pursuant to Delaware law shall not be converted into shares of RMI common stock, but shall represent only such dissenters' rights. Upon such presentation, surrender, and exchange as provided in this Section 2.5, certificates representing shares of NMC Warp previously held shall be canceled. Until so presented and surrendered, each certificate or certificates which represented issued and outstanding shares of NMC Warp at the Effective Closing Date shall be deemed for all purposes to evidence the right to receive the consideration set forth in Section 1.2 of this Agreement. If the certificates representing shares of NMC Warp have been lost, stolen, mutilated or destroyed, the Exchange Agent shall require the submission of an indemnity agreement and may require the submission of a bond in lieu of such certificate.

Issuance and Exchange of Shares. 2.1 The 2,000,000 shares of Common Stock no par value common stock of IIC GST shall be issued by it to the subscribing NMC MASSTECH shareholders at Closing fully paid closing and non-assessablethe Note specified in 1.1 shall be delivered as instructed by MASSTECH shareholders. 2.2 IIC Other than those previously disclosed in writing, GST represents that that a. no outstanding options or warrants for its unissued shares exist; b. all preferred stock of GST due for redemption as of the date hereof shall have been redeemed as of closing date, if any; and c. that there are no loans or other instruments which carry conversion rights giving the holder rights to voting shares in GST at any unissued Common Shares exist,except certain options for common shares still outstanding as listed on Schedule 2.2time after closing. 2.3 The stock transfer books of NMC MASSTECH shall be closed on the Effective Closing Date, and thereafter no transfers of the stock of NMC MASSTECH shall be made. NMC shall appoint an exchange agent ("Exchange Agent"), to accept surrender of the certificates representing the common shares of NMC, and to deliver in exchange for such surrendered certificates, 2,000,000 shares of Common Stock of IIC. The authorization of the Exchange Agent may be terminated by IIC after six months following the Effective Date. Upon termination of such authorization, any shares of NMC and any funds held by the Exchange Agent for payment to NMC shareholders pursuant to this Agreement shall be transferred to IIC or its designated agent who shall thereafter perform the obligations of the Exchange Agent. If outstanding certificates for shares of NMC are not surrendered or the payment for them not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of IIC (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of NMC shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdiction. 2.4 No fractional shares of IIC Common Stock GST stock shall be issued as a result of the Agreement. Shares shall be rounded up to nearest whole share. 2.5 At the Effective Closing Date, each holder of a certificate or certificates representing common shares of NMCMASSTECH, upon presentation and surrender of such certificate or certificates to the Exchange Agent, shall be entitled to receive the consideration set forth herein, except that holders of those shares as to which dissenters' rights shall have been asserted and perfected pursuant to Delaware law shall not be converted into shares of GST common stock, but shall represent only such dissenters' rights. Upon such presentation, surrender, and exchange as provided in this Section 2.5, certificates representing shares of NMC MASSTECH previously held shall be canceledcancelled. Until so presented and surrendered, each certificate or certificates which represented issued and outstanding shares of NMC MASSTECH at the Effective Closing Date shall be deemed for all purposes to evidence the right to receive the consideration set forth in Section 1.2 of this Agreement. If the certificates representing shares of NMC MASSTECH have been lost, stolen, mutilated or destroyed, the Exchange Agent GST shall require the submission of an indemnity agreement and may require the submission of a bond in lieu of such certificate.

Issuance and Exchange of Shares. 2.1 The 2,000,000 shares of Common Stock $.0001 par value common stock of IIC Patho shall be issued by it to the subscribing NMC ATNG shareholders at Closing fully paid and non-assessableclosing. 2.2 IIC ATNG represents that no outstanding options or warrants for any its unissued Common shares exist, except as shown hereafter. All preferred stock of ATNG due for redemption as of the date hereof shall have been redeemed as of closing date, if any. Outstanding Warrants and Options: Harrison Douglas W- 200,000 Shares exist,except certain options for common shares still outstanding as listed on Schedule 2.2.@ $7.20 per Share Dish Network W-5,000,000 Shares @ $7.20 per Share Premiere Radio Networks Broadcasting O- 500,000 Shares @ $6.00 per Share Employees and Others O- 3,200,000 Shares @ TBD W=Warrants O=Options 2.3 The stock transfer books of NMC ATNG shall be closed on the Effective Date, and thereafter no transfers of the stock of NMC ATNG shall be made. NMC ATNG shall appoint an exchange agent ("Exchange Agent"), to accept surrender of the certificates representing the common shares of NMCATNG, and to deliver in exchange for such surrendered certificates, 2,000,000 shares of Common Stock common stock of IICPatho. The authorization of the Exchange Agent may be terminated by IIC Patho after six months following the Effective Date. Upon termination of such authorization, any shares of NMC ATNG and any funds held by the Exchange Agent for payment to NMC ATNG shareholders pursuant to this Agreement shall be transferred to IIC Patho or its designated agent who shall thereafter perform the obligations of the Exchange Agent. If outstanding certificates for shares of NMC ATNG are not surrendered or the payment for them not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of IIC Patho (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of NMC ATNG shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdiction. 2.4 No fractional shares of IIC Common Stock Patho stock shall be issued as a result of the Agreement. Shares shall be rounded up to nearest whole share. 2.5 At the Effective Date, each holder of a certificate or certificates representing common shares of NMCATNG, upon presentation and surrender of such certificate or certificates to the Exchange Agent, shall be entitled to receive the consideration set forth herein, except that holders of those shares as to which dissenters' rights shall have been asserted and perfected pursuant to Nevada law shall not be converted into shares of Patho common stock, but shall represent only such dissenters' rights. Upon such presentation, surrender, and exchange as provided in this Section 2.5, certificates representing shares of NMC ATNG previously held shall be canceled. Until so presented and surrendered, each certificate or certificates which represented issued and outstanding shares of NMC ATNG at the Effective Date shall be deemed for all purposes to evidence the right to receive the consideration set forth in Section 1.2 of this Agreement. If the certificates representing shares of NMC ATNG have been lost, stolen, mutilated or destroyed, the Exchange Agent shall require the submission of an indemnity agreement and may require the submission of a bond in lieu of such certificate.