CONTRIBUTION AGREEMENT, PLAN AND
AGREEMENT OF REORGANIZATION AND DISTRIBUTION
This Contribution Agreement, Plan and Agreement of Reorganization and
Distribution (Agreement), dated as of the 25th day of February, 1998, among
Dynamic Associates, Inc. a Nevada corporation (Dynamic) and MW Medical, Inc. a
Nevada corporation (MW Medical) and Dynamic's wholly owned subsidiaries; P&H,
Inc. a California corporation (P&H) and Microwave Medical Corporation a
California Corporation (MMC) (Collectively the Parties) provides for the spin
off of MW Medical, Inc. from Dynamic.
WITNESSETH:
Whereas, the Parties desire that Dynamic distribute stock of MW Medical
pursuant to this Agreement and an Information Statement provided to shareholders
of record on February 25, 1998 and provide for the reorganization of Dynamic and
MW Medical and the going forward of the Parties as separate entities;
Whereas, Dynamic is to spinoff MW Medical by issuing a prorata number of
shares of MW Medical (MW Stock) based on the holdings of shareholders of Dynamic
stock (Dynamic Stock) as of February 25, 1998, the record day; and
Whereas, the parties hereto desire to set forth certain representations,
warranties and covenants made by each to the other as a statement of their
intent under the terms of this Agreement;
Now, therefore, in consideration of the premises and of the mutual
representations, warranties and covenants herein contained, the parties hereby
agree as follows:
ASSIGNMENT
1. Dynamic agrees to assign all shares of the common stock of MMC and P&H
to MW Medical effective as of February 25, 1998 subject to the terms of this
Agreement.
2. This assignment of shares will be made to Dynamic in exchange for
issuance of 14,223,929 shares of common stock of MW Medical to the
shareholders of record of Dynamic on February 25, 1998 as part of the
contemplated spinoff. The spinoff will occur on March 11, 1998 and until that
time the 14,223,929 shares will be issued to Dynamic Associates, Inc. as the
shareholder of record.
3. Each party agrees to indemnify the other and defend and hold them
harmless on demand for, from and against all claims and expenses (including
reasonable attorney fees, court
costs and other expenses attributable directly or indirectly to the breach by
either party of any obligation hereunder or the inaccuracy of any representation
or warranty in any instrument delivered pursuant hereto or in connection with
the transactions contemplated hereby.
CONTRIBUTION
1. Dynamic agrees to provide $200,000 in funding to MW Medical as
evidenced by the attached Promissory Note requiring delivery of the funds by
March 11, 1998.
2. MW Medical remains obligated for the payment of the obligation
evidenced in the financial statements to Dynamic.
DISTRIBUTION
This Contribution Agreement is done in contemplation of the spin off of MW
Medical as detailed in an Information Statement distributed to shareholders of
Dynamic effective as of February 25, 1998 of an equivalent number of shares of
MW Medical. This Assignment Agreement is conditioned upon the successful
completion of the Distribution to shareholders of Dynamic of all the outstanding
shares of MW Medical March 11, 1998. This will involve the transfer of
14,223,929 shares of MW Medical from Dynamic to the shareholders of record.
Should the Distribution not occur this Assignment Agreement shall be null
and void.
DYNAMIC ASSOCIATES, INC. MW MEDICAL, INC.
_____________________________________ __________________________________
Printed Name: ______________________ Printed Name: ___________________
Title: _____________________________ Title: __________________________
P&H LABORATORIES, INC. MICROWAVE MEDICAL CORPORATION
_____________________________________ __________________________________
Printed Name: ______________________ Printed Name: ___________________
Title: _____________________________ Title: __________________________
