EXHIBIT 2.1
FINAL AGREEMENT
REORGANIZATION OF
PARTNERS IN EXPLORATION, INC
TO BECOME
XXXXX EXPLORATION, INC.
A WHOLLY OWNED SUBSIDARY OF XXXXX INTERNATIONAL OIL AND GAS, INC.
PURSUANT TO THE JOINT CONSENT RESOLUTION OF THE DIRECTORS AND SHAREHOLDERS
OF PARTNERS IN EXPLORATION, INC., (DATED 12/31/1999) ACCEPTING AN OFFER BY XXXXX
INTERNATIONAL OIL AND GAS, INC FOR A STOCK PER STOCK REORGANIZATION,
AND;
EFFECTIVE FEBRUARY 1, 2000,
ALL ASSETS AND LIABILITIES OF PIE, INC. ARE HEREBY REORGANIZED INTO XXXXX
EXPLORATION, INC., A WHOLLY OWNED SUBSIDIARY COMPANY OF XXXXX INTERNATIONAL OIL
AND GAS, INC.
TERMS OF THE REORGANIZATION ARE:
1) XXXXXXX X. XXXXX WILL BE IMMEDIATELY ASSIGNED FOUR MILLION ONE-HUNDRED
AND FIFTY-EIGHT THOUSAND (4,158,000) SHARES OF RESTRICTED STOCK IN
XXXXX INTERNATIONAL OIL AND GAS, INC. (AIGI).
2) X. X. XXXXXX WILL BE IMMEDIATELY ASSIGNED FORTY-TWO THOUSAND (42,000)
SHARES SHARES OF RESTRICTED STOCK IN XXXXX INTERNATIONAL OIL AND GAS,
INC. (AIGI).
3) ONCE SUITABLE DIRECTORS LIABILITY INSURANCE IS IN PLACE, XX. XXXXX
WILL BE GRANTED A POSITION ON THE BOARD OF DIRECTORS OF XXXXX
INTERNATIONAL OIL & GAS, INC., THE PARENT CORPORATION. REGARDING ALL
MAJOR BUSINESS DECISIONS, IT IS INTENDED THAT XXXXXXX X. XXXXX WILL BE
CONSIDERED AN EQUAL PARTNER IN THE PARENT CORPORATION TO XXXX X.
XXXXX, CHAIRMAN AND CEO AND XXXXX XXXXXXX, VICE CHAIRMAN AND CFO, AND
AS SUCH WILL BE CONSULTED PRIOR TO ANY MAJOR COMMITMENTS OR DECISIONS
BEING TAKEN.
4) XXXXXXX X. XXXXX WILL BE NAMED THE PRESIDENT OF XXXXX EXPLORATION,
INC. AND WILL ASSUME THE RESPONSIBILITY OF DEVELOPING ALL OIL AND GAS
EXPLORATION AND PRODUCTION PROJECTS FOR THE COMPANY. XXXX X. XXXXX AND
XXXXX XXXXXXX WILL BE NAMED TO THE BOARD OF DIRECTORS OF XXXXX
EXPLORATION, INC.
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SIGNATURE PAGE
AGREED AND ACCEPTED, EFFECTIVE THE 1ST DAY OF FEBRUARY, 2000 BY:
BY /S/ XXXX X. XXXXX
____________________________________
XXXX X. XXXXX, CHAIRMAN & CEO
XXXXX INTERNATIONAL OIL AND GAS, INC.
BY /S/ XXXXX XXXXXXX
_____________________________________
XXXXX XXXXXXX, VICE CHAIRMAN & CFO
XXXXX INTERNATIONAL OIL AND GAS, INC.
BY /S/ XXXXXXX X. XXXXX
_____________________________________
XXXXXXX X. XXXXX
PARTNERS IN EXPLORATION, INC.
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