EXHIBIT 2.0 - AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION
This agreement is entered into this 6th day of September, 2001
between XXXXXXXXX.XXX, INC., a Delaware corporation, (herein, the
"Company") and URAG CORPORATION, a Delaware corporation, (herein,
"URAG") and JOREN LLC, a Delaware Limited Liability Company,
(herein, "JOREN"). The Company and URAG desire to enter into this
Agreement and Plan of Reorganization whereby the Company will
acquire voting control, reorganize URAG and become a successor
issuer to URAG's Securities and Exchange Commission ("SEC")
reporting obligations as provided for in SEC Rule 12g-3(a).
For good and valuable consideration, receipt of which is
acknowledged the parties agree, represent and warrant the following:
Agreement
A. Purchase of Shares. The Company agrees to purchase five million
(5,000,000) restricted common shares (the "Shares") of URAG from its
sole shareholder, JOREN, which represents 100% of the total
capitalization of URAG, for Eight Thousand ($8,000) Dollars (the
"Purchase Price"). The Purchase Price for the Shares shall be
payable through the Company's execution, at Closing, of a
Convertible Promissory Note in favor of JOREN, substantially in the
form attached hereto as Exhibit A and incorporated herein by this
reference.
B. Reorganization. In connection with a corporate succession
transaction URAG will become a wholly owned subsidiary of the Company.
C. Representations, Warranties and Covenants of the Company: The
Company represents and warrants to URAG as of the date hereof and as
of the Closing Date:
SECTION 1. Enforceability of Agreement Against the Company. The
Company has all necessary power and authority to enter into this
Agreement to which it is a party, to carry out the obligations
hereunder and to consummate the transactions contemplated hereby.
This Agreement constitutes the legal, valid and binding obligations
of the Company enforceable against it in accordance with the
respective terms.
SECTION 2. Incorporation, Authority and Qualification of The
Company. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of
Delaware. The Company has all necessary corporate power and
authority to carry on the business now being conducted by it. The
Company is duly qualified to do business, and is in good standing,
in each jurisdiction, if any, where the character of its properties
owned, operated or leased or the nature of its activities makes such
qualification necessary.
SECTION 3. No Conflict. The execution and delivery by the
Company of this Agreement and each Related Document to which the
Company is a party has been obtained and all applicable filings and
notifications required by law, agreement or otherwise have been
made, the performance by the Company of this Agreement and each
Related Document to which they are parties will not:
(a) Violate or conflict with any term or provision of the
articles or certificate of incorporation (or other charter
documents) of the Company;
(b) Conflict with or violate any law, rule, regulation, order,
writ, judgment, injunction, decree, determination or award
applicable to the Company;
(c) Conflict with, result in any breach of, constitute a
default (or event which with the giving of notice or lapse of time,
or both, would become a default) under, give to others any rights of
termination, amendment, acceleration or cancellation of, or result
in the creation of any lien on any of the assets pursuant to, any
assigned contract or any licenses;
(d) Without limiting the generality of the foregoing, result in
the termination, denial or impairment of any material contract,
arrangement or benefit granted with respect to the Company's business.
SECTION 4. Consents, Approvals and Notifications. The execution
and delivery by the Company of this Agreement and each Related
Document to which it is a party does not, and the performance by it
of this Agreement and such Related Documents will not, require any
consent, approval, authorization or other action by, or filing with
or notification to, any Governmental Authority or any other Person
with the exception of filings required by the Securities and
Exchange Commission, including, but not limited to, a Current Report
on Form 8-K which will be filed by the Company on, or before 15 days
from the date of closing. The Company will become a successor issuer
under Securities and Exchange Commission Rule 12g-3(a) and will
elect successor issuer status.
SECTION 5. Financial Statements.
5.1 The Company agrees to file required audited financial
statements and interim financial statements if required prepared in
accordance with GAAP on Form 8-K. and assuming the Company will
continue as a going concern, are true and correct and present fairly
in all material respects the financial condition of the Company and
the results of operations and changes in cash flow of the Company
for the periods to which each relates.
SECTION 6. Litigation. There is no claim, action,
investigation, arbitration or proceeding pending or, threatened
against the Company, or against or relating to any of the assets or
the ability of the Company to perform its obligations hereunder,
before any arbitrator, judge, court or governmental authority. The
Company is not subject to any order, writ judgment, injunction,
decree, determination or award of any arbitrator, judge, court or
governmental authority.
SECTION 7. Environmental Matters. The Company has not used any
property, real or personal to generate, manufacture, refine,
transport, treat, store, handle, or dispose of any hazardous
substances except in accordance with all applicable federal and
state environmental laws.
SECTION 8. Taxes. The Company has or will duly file or caused
to be filed all federal income tax returns and all other federal,
state, county, local or city tax returns which are required to be
filed, including, but not limited to, income and employee
withholding taxes, and the Company has paid or caused to be paid all
taxes shown on said returns or on any tax assessment received by it
to the extent that such taxes have become due, or has set aside on
its books reserves (segregated to the extent required by sound
accounting practice) reasonably deemed by the Company to be adequate
with respect thereto.
SECTION 9. Absence of Changes. Since the date of the Audited
Financial Statements, the Company has operated its business in the
ordinary course consistent with past practices and there has not
been, except as disclosed in this Agreement or the Exhibits attached
hereto:
i. any Material Adverse Effect;
ii. any damage, destruction or loss (whether or not covered by
insurance) affecting any tangible asset or property used or useful
in the business operations, normal wear and tear excepted;
iii. any payments, discharges or satisfactions by the Company
of any liens, claims, charges or liabilities (whether absolute,
accrued, contingent or otherwise and whether due or to become due)
relating to the business operations, other than in the ordinary
course of the business and consistent with past practice;
iv. any licenses, sales, transfers, pledges, mortgages or other
dispositions of any tangible or intangible assets having a value
over $1,000 (in the aggregate) used or held for use in connection
with the operation of the business, other than in the ordinary
course of business and consistent with past practice;
v. any write-offs as uncollectible of any accounts receivable
or notes receivable of the operations, or any portion thereof, not
provided for in the allowance for uncollectible accounts in the
Interim Financial Statements;
vi. any cancellations of any material debts or claims of, or
any amendments, terminations or waivers of any rights of material
value to, the business operations;
vii. any general uniform increase in or change in the method of
computing the compensation of employees of the Company who perform
services for the benefit of the business operations;
viii. any material changes in the manner in which the Company
extends discount or credits to customers or otherwise deals with
customers of its business;
ix. any material changes in the accounting methods or practices
followed by the Company and or any changes in depreciation or
amortization policies or rates theretofore adopted;
x. any capital commitments by the Company and for additions to
property, plant or equipment of the business operations;
xi. any agreements or commitments to merge or consolidate with
or otherwise acquire any other corporation, association, firm or
other business organization or division thereof;
xii. any declarations of dividend, payment of any dividend,
issuance of any securities, purchase or redemption of any
securities, commitments or authorizations for any changes to its
Articles of Incorporation or amendments to any by-laws, conversions
of any options, warrants or otherwise into common shares;
xiii. any other material transaction relating to the Company
other than in the ordinary course of the business and consistent
with past practice; or
xiv. any agreements or understandings, whether in writing or
otherwise, for the Company to take any of the actions specified in
items i. through xii. above.
SECTION 10. Undisclosed Liabilities. The Company does not have
any liabilities or obligations of any nature that would be required
by GAAP to be reflected in the Financial Statements (subject, in the
case of unaudited statements, to normal year-end audit adjustments),
except: (a) such liabilities and obligations which are reflected in
the Financial Statements, or (b) such liabilities or obligations
which were incurred in the ordinary course of business for normal
trade or business obligations and are not individually or in the
aggregate in excess of $1,000.
SECTION 11. Compliance with Laws. Except as individually or in
the aggregate would not have a Material Adverse Effect, the Company
has complied in all respects with all laws of all Governmental
Authorities (including all tariff and reporting requirements) with
respect to its business operations.
D. Representations, Warranties and Covenants of URAG: URAG
represents and warrants to the Company as of the date hereof and as
of the Closing Date:
SECTION 1. Enforceability of Agreement Against URAG. URAG has
all necessary power and authority to enter into this Agreement to
which it is a party, to carry out the obligations hereunder and to
consummate the transactions contemplated hereby. This Agreement
constitutes the legal, valid and binding obligations of URAG
enforceable against it in accordance with the respective terms.
SECTION 2. Shares. URAG's shares have been validly issued and
are free and clear of all liens, charges, demands or adverse claims
or other restrictions on the exercise of any of the attributes of
ownership. There are no contracts, arrangements, and commitments or
restrictions relating to the issuance, sale, transfer or purchase or
obtaining of shares or other ownership interests in the Shares,
except for this Agreement.
SECTION 3. Incorporation, Authority and Qualification of URAG.
URAG is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware. URAG has all
necessary corporate power and authority to carry on the business now
being conducted by it. URAG is duly qualified to do business, and is
in good standing, in each jurisdiction, if any, where the character
of its properties owned, operated or leased or the nature of its
activities makes such qualification necessary. URAG is authorized to
issue 20,000,000 common shares, par value $0.0001 per share. URAG is
authorized to issue 5,000,000 preferred shares, par value $0.0001
per share. No other classes of stock are authorized or issued except
as set forth herein. There are no outstanding options, warrants,
rights, director/officer compensation rights, or otherwise, other
than those disclosed herein and the financial statements.
SECTION 4. No Conflict. The execution and delivery by URAG of
this Agreement and each Related Document to which it is a party have
been obtained and all filings and notifications required by law,
agreement or otherwise have been made, the performance by URAG of
this Agreement and each Related Document to which each is a party
will not:
(i) Violate or conflict with any term or provision of the
articles or certificate of incorporation (or other charter
documents) of URAG;
(ii) Conflict with or violate any law, rule, regulation, order,
writ, judgment, injunction, decree, determination or award
applicable to URAG;
(iii) Conflict with, result in any breach of, constitute a
default (or event which with the giving of notice or lapse of time,
or both, would become a default) under, give to others any rights of
termination, amendment, acceleration or cancellation of, or result
in the creation of any lien on any of the assets pursuant to, any
assigned contract or any licenses;
(iv) Without limiting the generality of the foregoing, result
in the termination, denial or impairment of any material contract,
arrangement or benefit granted with respect to URAG's business, or
require the payment of any fees, taxes or assessments.
SECTION 5. Consents, Approvals and Notifications. The execution
and delivery by URAG of this Agreement and each Related Document to
which it is a party does not, and the performance by it of this
Agreement and such Related Documents will not, require any consent,
approval, authorization or other action by, or filing with or
notification to, any Governmental Authority or any other Person,
with the exception of filings required by the Securities and
Exchange Commission, including, but not limited to, a Current Report
on Form 8-K which will be filed by the Company on, or before 15 days
from the date of closing.
SECTION 6. Financial Statements.
6.1 URAG has furnished to the Company copies of (a) audited
balance sheets of URAG and audited statements of income, changes in
shareholders' equity and statements of cash flow for the period
ending December 31, 2000, together with interim financial statements
and the reports and notes thereon, independent certified public
accountants (collectively, the "Audited Financial Statements").
6.2 The Audited Financial Statements (a) have been prepared in
conformity with GAAP applied on a consistent basis from year to year
(except as noted otherwise therein); and are true and correct and
present fairly in all material respects the financial condition of
URAG and the results of operations and changes in cash flow of URAG
for the periods to which each relates.
6.3 To the knowledge of URAG, the Interim Financial Statements,
(a) have been prepared in conformity with GAAP applied on a
consistent basis from year to year (except as noted otherwise
therein), subject to normal recurring year-end adjustments (the
effect of which will not, individually or in the aggregate, be
material) and the absence of notes (which, if presented, would not
differ materially from those included in the Audited Financial
Statements), and are true and correct and present fairly in all
material respects the financial condition of URAG and the results of
operations and changes in cash flow of URAG for the periods to which
each relates.
SECTION 7. Litigation. There is no claim, action,
investigation, arbitration or proceeding pending or, threatened
against URAG, or against or relating to any of the assets or the
ability of it to perform its obligations hereunder, before any
arbitrator, judge, court or governmental authority. URAG is not
subject to any order, writ judgment, injunction, decree,
determination or award of any arbitrator, judge, court or
governmental authority.
SECTION 8. Contracts. To the extent applicable, Exhibit "B"
contains an accurate and complete list of all written and oral
agreements and contracts in effect on the date of this Agreement to
which URAG is a party in connection with the business operations or
by which any of its properties or assets relating to the operation
are bound. There are no contracts in formation or which are capable
of subsequent formation as a result of future satisfied conditions.
URAG has made available to the Company true and complete copies of
the contracts (including any amendments or modifications thereto).
SECTION 9. Environmental Matters. URAG has not used any
property, real or personal to generate, manufacture, refine,
transport, treat, store, handle, or dispose of any hazardous
substances except in accordance with all applicable federal and
state environmental laws.
SECTION 10. Taxes. URAG has or will duly file or caused to be
filed all federal income tax returns and all other federal, state,
county, local or city tax returns which are required to be filed,
including, but not limited to, income and employee withholding
taxes, and it has paid or caused to be paid all taxes shown on said
returns or on any tax assessment received by it to the extent that
such taxes have become due, or has set aside on its books reserves
(segregated to the extent required by sound accounting practice)
reasonably deemed by it to be adequate with respect thereto.
SECTION 11. Absence of Changes. Since the date of the Audited
Financial Statements, including its interim unaudited financial
statements filed on Form 10-QSB with the Securities and Exchange
Commission, URAG has operated its business in the ordinary course
consistent with past practices and there has not been, except as
disclosed in this Agreement or the Exhibits attached hereto:
i. any Material Adverse Effect;
ii. any damage, destruction or loss (whether or not covered by
insurance) affecting any tangible asset or property used or useful
in the business operations, normal wear and tear excepted;
iii. any payments, discharges or satisfactions by it of any
liens, claims, charges or liabilities (whether absolute, accrued,
contingent or otherwise and whether due or to become due) relating
to the business operations, other than in the ordinary course of the
business and consistent with past practice;
iv. any licenses, sales, transfers, pledges, mortgages or other
dispositions of any tangible or intangible assets having a value
over $1,000 (in the aggregate) used or held for use in connection
with the operation of the business, other than in the ordinary
course of business and consistent with past practice;
v. any write-offs as uncollectible of any accounts receivable
or notes receivable of the operations, or any portion thereof, not
provided for in the allowance for uncollectible accounts in the
Interim Financial Statements;
vi. any cancellations of any material debts or claims of, or
any amendments, terminations or waivers of any rights of material
value to, the business operations;
vii. any general uniform increase in or change in the method of
computing the compensation of employees of it who perform services
for the benefit of the business operations;
viii. any material changes in the manner in which URAG extends
discount or credits to customers or otherwise deals with customers
of its business;
ix. any material changes in the accounting methods or practices
followed by URAG and or any changes in depreciation or amortization
policies or rates theretofore adopted;
x. any capital commitments by URAG and for additions to
property, plant or equipment of the business operations;
xi. any agreements or commitments to merge or consolidate with
or otherwise acquire any other corporation, association, firm or
other business organization or division thereof;
xii. any declarations of dividend, payment of any dividend,
issuance of any securities, purchase or redemption of any
securities, commitments or authorizations for any changes to its
Articles of Incorporation or amendments to any by-laws, conversions
of any options, warrants or otherwise into common shares.
xiii. any other material transaction relating to URAG other
than in the ordinary course of the business and consistent with past
practice; or
xiv. any agreements or understandings, whether in writing or
otherwise, for URAG to take any of the actions specified in items i.
through xii. above.
SECTION 12. Undisclosed Liabilities. URAG does not have any
liabilities or obligations of any nature that would be required by
GAAP to be reflected in the Financial Statements (subject, in the
case of unaudited statements, to normal year-end audit adjustments),
except: (a) such liabilities and obligations which are reflected in
the Financial Statements, or (b) such liabilities or obligations
which were incurred in the ordinary course of business for normal
trade or business obligations and are not individually or in the
aggregate in excess of $1,000.00.
SECTION 13. Compliance with Laws. Except as individually or in
the aggregate would not have a Material Adverse Effect, URAG has
complied in all respects with all laws of all Governmental
Authorities (including all tariff and reporting requirements) with
respect to its business operations.
SECTION 14. Change in Control of URAG. The URAG's Board of
Directors will nominate Xxxxxxx Xxx as a successor director and
President of URAG, effective at closing.
SECTION 15. Reporting Company Status of URAG. URAG has filed
with the Securities and Exchange Commission a registration statement
on Form 10-SB that became effective pursuant to the Securities
Exchange Act of 1934 and is a reporting company pursuant to Section
(g) thereunder. URAG received no comment letters from the Securities
and Exchange Commission relating to its Form 10-SB, and became a
reporting company by operation of law on January 13, 2000.
E. Miscellaneous Provisions.
SECTION 1. Conditions to Closing
1.1 Conditions to Obligations of the Company. The obligations
of the Company to consummate the purchase of the shares shall be
subject to the fulfillment, at or prior to the Closing, of each of
the following conditions, any one of which may be waived by URAG
without waiver of any other rights or remedies which URAG may have
under this Agreement:
i. The Company's Closing Documents. At the Closing, URAG
and JOREN shall have executed and/or delivered the following Related
Documents to which it is a party or for which it is responsible: (1)
This Agreement, and (2) delivery of common shares of URAG.
1.2 Conditions to Obligations of URAG and JOREN. The
obligations of JOREN to consummate the sale of the shares of URAG
and URAG's plan to reorganize as contemplated by this Agreement
shall be subject to the fulfillment, at or prior to the Closing, of
each of the following conditions, any one of which may be waived by
the Company without waiver of any other rights or remedies which the
Company may have under this Agreement.
i. Closing Documents. At the Closing, the Company shall
have executed and/or delivered this Agreement and delivered the
Convertible Promissory Note of the Company to JOREN.
SECTION 2. Indemnification.
2.1 Survival. All representations and warranties and covenants
and agreements contained herein shall survive the execution of
hereof and the Closing Date. Any investigations by or on behalf of
any party shall not constitute a waiver as to enforcement of any
representation, warranty or covenant contained in this Agreement. No
notice or information delivered by one party shall affect the other
party's right to rely on any representation or warranty made by the
party delivering the notice or information or relieve that party of
any obligations under this Agreement as the result of a breach of
any of its representations and warranties.
2.2 Brokers. Each party agrees to indemnify and hold harmless
the other party against any fee, loss, or expense arising out of
claims by brokers or finders employed or alleged to have been
employed by the indemnifying party.
SECTION 3. General Provisions.
3.1 Headings and Interpretation. The headings used in this
Agreement are for reference purposes only and shall not affect the
meaning or interpretation of any term or provision of this Agreement.
3.2 Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any
rule of law or public policy, all other conditions and provisions of
this Agreement shall nevertheless remain in full force and effect so
long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner adverse to any party.
3.3 Entire Agreement. This Agreement represents the entire
understanding of the parties with reference to the matters set forth
herein. This Agreement supersedes all prior negotiations,
discussions, correspondence, communications and prior agreements
among the parties relating to the subject matter herein.
3.4 Amendment. This Agreement may not be amended or modified
except by an instrument in writing signed by the parties hereto.
3.5 Applicable Law. This Agreement shall be governed by the
substantive laws of the State of Pennsylvania, without regard to its
conflict of laws provisions.
3.6 Counterparts and Facsimile Transmission Copies of
Originals. This Agreement may be executed in several original or
facsimile copy counterparts and all so executed and transmitted
shall constitute one Agreement, binding on all the parties hereto
even though all the parties are not signatories to the original or
the same counterpart. Facsimile transmitted signatures shall be
deemed valid as though they were originals and the parties may
perform any and all obligations and duties in reliance on the
facsimile copies.
3.7 Further Assurances, Additional Documents, Etc. The parties
will cooperate with each other to accommodate the intent of this
agreement. URAG will provide the Company with all financial records
of URAG so that there will be a seamless financial transition.
IN WITNESS WHEREOF, the parties hereto have executed, or caused
their duly authorized representatives to execute, this Stock
Purchase Agreement as of the date first written above.
XXXXXXXXX.XXX, INC. URAG CORPORATION
/s/ Xxxxxxx Xxx /s/ Xxxxxx Xxxxxxxx
------------------------------ ------------------------------
By: Xxxxxxx Xxx By: Xxxxxx Xxxxxxxx
Title: President Title: President
Address: JOREN LLC
XXXXXXXXX.XXX, INC.
0000 Xxxxxxxx Xx., Xxxxx #000
Xxxxxxxxxxxx, XX 00000 /s/ Xxxxxx Xxxxxxxx
------------------------------
By: Xxxxxx Xxxxxxxx
Title: President
Address:
URAG CORPORATION
JOREN LLC
0000 Xxxx Xxx Xxxxxx
Xxxxxx, XX 00000
EXHIBIT A
CONVERTIBLE PROMISSORY NOTE
$8,000.00 Date: September 6, 2001
FOR VALUE RECEIVED, the undersigned XxxxxXxxx.xxx, Inc., a
Delaware corporation ("Maker") promises to pay to the order of Joren
LLC, ("Lender"), or assigns, at 0000 Xxxx Xxx Xxxxxx, Xxxxxx, XX
00000, or at such other place as may be designated in writing by the
holders of this Promissory Note ("Note"), the principal sum of EIGHT
THOUSAND AND 00/100 DOLLARS ($8,000.00) (the "Principal Sum"). The
unpaid Principal Sum shall bear interest from the date hereof paid
at a rate of ten (10%) percent per annum, simple interest, until
maturity.
The unpaid Principal Sum and all accrued but unpaid interest
thereon shall all be due and payable on September 6, 2002 (the "Due
Date").
The Maker reserves the right to prepay this Note (in whole or
in part) prior to the Due Date with no prepayment penalty.
This Note is being executed by Maker as payment for the Shares
of URAG Corporation, pursuant to the terms of the Agreement and Plan
of Reorganization of even date herewith in connection with this Note.
All payments to be made under this Note shall be payable in
lawful money of the United States of America which shall be legal
tender for public and private debts at the time of payment.
In the event that an action is instituted to collect this Note,
or any portion thereof, Maker promises to pay all costs of
collection, including but not limited to reasonable attorneys' fees,
court costs, and such other sums as the court may establish.
In the event of a default under this Note when due, then the
holder of this Note, at its election, may declare the entire unpaid
Principal Sum and all accrued but unpaid interest thereon
immediately due and payable.
Lender shall have the right at any time to convert the
Principal Sum and all accrued and unpaid interest thereon into a
number of shares of common stock of the Maker (the "Shares") at a
price of $0.032 per share. And if converted, it is agreed that
during a one (1) year period commencing at the date of conversion,
whenever Maker files a registration statement under the Securities
Act of 1933 (the "1933 Act") which relates to a current offering of
securities of Maker (except in connection with an offering on Forms
S-4 or S-8, or any other inappropriate form(s)), Maker shall offer
to the Lender the opportunity to register or qualify the Shares for
public trading. Maker shall give at least 30 days' prior notice to
the Lender of its intention to file a registration statement under
the 1933 Act, which notice shall constitute an offer to the Lender.
The Lender shall pay for its own selling expenses, commissions or
underwriting discounts. However, the Maker will pay all
registration expenses in connection therewith.
Every provision hereof is intended to be several. If any
provision of this Note is determined, by a court of competent
jurisdiction to be illegal, invalid or unenforceable, such
illegality, invalidity or unenforceability shall not affect the
other provisions hereof, which shall remain binding and enforceable.
This Note is made in the State of Pennsylvania and it is
mutually agreed that Pennsylvania law shall apply to the
interpretation of the terms and conditions of this Note.
All agreements between the holder of this Note and Maker are
hereby expressly limited so that in no contingency or event
whatsoever, whether by reason of deferment or acceleration of the
maturity of this Note or otherwise, shall the rate of interest
hereunder exceed the maximum permissible under applicable law with
respect to the holder. If, from any circumstances whatsoever, the
rate of interest resulting from the payment and/or accrual of any
amount of interest hereunder, at any time that payment of interest
is due and/or at any time that interest is accrued, shall exceed the
limits prescribed by such applicable law, then the payment and/or
accrual of such interest shall be reduced to that resulting from the
maximum rate of interest permissible under such applicable law.
This provision shall never be superseded or waived.
The makers, endorsers, and/or guarantors of this Note do hereby
severally waive presentment, demand, protest and notices of protest,
demand dishonor and nonpayment.
IN WITNESS WHEREOF, this instrument is executed as of the date
first hereinabove set forth.
XXXXXXXXX.XXX, INC.
(Maker)
By: /s/ Xxxxxxx Xxx
------------------------------
Xxxxxxx Xxx
President and Chief Executive Officer
EXHIBIT B
1) LOCK UP AGREEMENT WITH JOREN LLC DATED NOVEMBER 8, 1999
2) AGREEMENT BETWEEN URAG CORPORATION AND JOREN LLC DATED
NOVEMBER 8, 1999
