EXHIBIT 1
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT dated as of February 5, 1997 among Preferred
Employers Holdings, Inc., a Delaware corporation (the "Company"), and each of
the stockholders of Preferred Employers Group, Inc., a Florida corporation
("PEGI") set forth on ANNEX A hereto (the "Stockholders"), sets forth the terms
and conditions upon which each Stockholder shall exchange, assign and transfer
to the Company, and the Company shall exchange and acquire from each
Stockholder, all of the shares of common stock, par value $.01 per share (the
"PEGI Shares"), of PEGI owned by such Stockholder.
In consideration of the mutual covenants and agreements contained herein,
and intending to be legally bound hereby, each of the Stockholders and the
Company hereby covenant and agree as follows:
1. EXCHANGE AND PURCHASE OF SHARES. Subject to the terms and
conditions of this Agreement, effective February 11, 1997, each of the
Stockholders shall exchange, assign and transfer, and the Company shall exchange
and acquire from each such Stockholder, all of such Stockholder's right, title
and interest, legal or equitable, in and to the number of PEGI Shares which such
Stockholder owns as set forth opposite his name on ANNEX A hereto.
2. PURCHASE PRICE. In exchange and as consideration for each PEGI
Share, the Company shall issue with respect thereto 17,647.06 duly authorized,
fully paid and non-assessable shares of common stock, par value $.01 per share,
of the Company (the "Company Shares") upon the execution hereof and,
concurrently therewith, each Stockholder shall deliver to the Company a
certificate or certificates representing the number of PEGI Shares held by such
Stockholder as set forth opposite his name on ANNEX A hereto, duly endorsed for
transfer.
3. REPRESENTATIONS AND WARRANTIES. Each Stockholder represents and
warrants to the Company that such Stockholder is the owner of his PEGI Shares
free and clear of any lien, claim, other encumbrance and has the right to assign
and transfer ownership in such shares to the Company free and clear of any such
lien, claim, other encumbrance or contractual restriction.
4. MISCELLANEOUS. This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. This Agreement shall be governed
by and construed in accordance with the internal substantive laws of the State
of New York, without giving effect to any conflict or choice of laws. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Share Exchange
Agreement to be duly executed as of the date first above written.
STOCKHOLDERS:
/s/ Xxx Xxxxxx
------------------------------
Xxx Xxxxxx
/s/ Xxxxxx Xxxxx
------------------------------
Xxxxxx Xxxxx
/s/ Xxxxxxxx Xxxxxx
------------------------------
Xxxxxxxx Xxxxxx
/s/ Xxxxxxxx Xxxxxx
------------------------------
Xxxxxxxx Xxxxxx, as custodian
for Xxxxx Xx Xxxxxx
/s/ Xxxx Xxxxxx
------------------------------
Xxxx Xxxxxx
/s/ Xxxxxx Xxxxxx
------------------------------
Xxxxxx Xxxxxx
/s/ Xxxxxx Xxxxxx
------------------------------
Xxxxxx Xxxxxxxxxx Xxxxxx
/s/ Xxxxxx Xxxxxxxxx
------------------------------
Xxxxxx Xxxxxxxxx
/s/ Xxxxx Xxxx
------------------------------
Xxxxx Xxxx
ANNEX A
STOCKHOLDER NUMBER OF SHARES
----------- ----------------
Xxx Xxxxxx 82.16
Xxxxxxxx Xxxxxx 5.0
Xxxxxxxx Xxxxxx, as custodian for
Xxxxx Xx Xxxxxx 5.0
Xxxxxx Xxxxxx 2.5
Xxxxx Xxxxxx 1.42
Xxxxxx Xxxxxxxxxx Xxxxxx 2.5
Xxxxxx Xxxxx 63.0
Xxxxxx Xxxxxxxxx 7.0
Xxxxx Xxxx 1.42
--------
Total Shares outstanding 170.0
