PLAN OF REORGANIZATION AND
FINANCING AGREEMENT
THIS AGREEMENT DATED JUNE 30, 1999 IS BY AND BETWEEN ELECTRIC & GAS
TECHNOLOGY, INC. , A DULY QUALIFIED CORPORATION ORGANIZED UNDER THE LAWS OF
THE STATE OF TEXAS WITH EXECUTIVE OFFICES LOCATED AT 13636 NEUTRON ROAD,
75244-4410 (HEREINAFTER REFERRED TO AS ("ELGT") AND 0-XX.XXX A DULY QUALIFIED
CORPORATION ORGANIZED UNDER THE LAWS OF NEVADA WITH CORPORATE OFFICES AT 000
X. XXXXXX XXXXXX #000, XXXXXX XXXX, XXXXXX, 00000, HEREINAFTER REFERRED TO AS
("3-DX"). THE LICENSOR IS NIMS TEC LIMITED, AN EXEMPTED BERMUDA CORPORATION,
CORPORATE REGISTRATION NUMBER 21568 WITH EXECUTIVE OFFICES LOCATED AT 00
XXXXX XXXXXX -XXXXX 000 XXXXXXXX XXXX XXXXXXX (HEREINAFTER REFERRED TO AS
("NIMSTEC"). WHENEVER BOTH ELGT AND 3-DX ARE REFERRED TO IN THIS AGREEMENT
THEY SHALL BE DESIGNAED AS PARTIES.
RECITALS
WHEREAS ELGT IS PRESENTLY A PUBLICLY TRADED CORPORATION LISTED ON
THE NASDAQ NATIONAL MARKET SYSTEM UNDER THE SYMBOL "ELGT"
WHEREAS 3-DX IS A PRIVATELY OWNED CORPORATION ENGAGED IN THE
BUSINESS OF OWNING AND OPERATING A BUSINESS ENGAGED IN PHOTOGRAPHIC AND
DIGITAL ORIGINATION OF ANIMATED AND 3-D IMAGES AND THE PHOTOGRAPHIC PRINTING
AND SALE OF ANIMATED AND 3-D IMAGES AND SUPPORTED BY VALUABLE TECHNICAL
INFORMATION AND EQUIPMENT.
WHEREAS ELGT IS DESIROUS OF PURCHASING AN EQUITY INVESTMENT IN 3-DX
AND SUPPLY CERTAIN FINANCING IN THE FORM OF A CONVERTIBLE DEBENTURE.
WHEREAS 3-DX WILL BE A MINORITY OWNER OF AN ADDITIONAL 3-D FACILITY
TO BE ESTABLISHED IN FLANDERS, BELGIUM WHICH WILL BE ENGAGED IN THE SAME
BUSINESS AND WHICH PRESENTLY HAS A FINANCIAL COMMITMENT BY THE GOVERNMENT OF
BELGIUM TO SUPPLY APPROXIMATELY $40 MILLION OF FINANCING.
PLAN OF REORGANIZATION
JUNE 30, 1999
PAGE 2.
WITNESSETH
NOW THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS:
1. 3-DX IS A NEW U.S. CORPORATION WITH AUTHORIZED CAPITAL OF ONE HUNDRED
MILLION SHARES (100,000,000) SHARES OF $.01 PAR VALUE CLASS "A" SHARES AND
10,000,.000 SHARES OF $.01 PAR VALUE CLASS "B" SHARES. SUCH CLASS "B" SHARES
SHALL HAVE VOTING AND DIVIDEND RIGHTS OF 51% OF 0XX.XXX AND THE CLASS "A"
STOCK SHALL HAVE VOTING AND DIVIDEND RIGHTS OF 49% OF 3-DX.
2. NIMSTEC HAS TRANSFERRED TO 0-XX.XXX ALL OF THE EQUIPMENT, ASSETS AND
LICENSE AGREEMENTS IN PERPETUITY. ALL OF SUCH ASSETS LISTED ON EXHIBIT "A"
ATTACHED HERETO ARE SUBJECT TO THIS AGREEMENT AND WERE TRANSFERRED BY NIMSTEC
IN CONSIDERATION FOR WHICH 3-DX HAS ISSUED TO NIMSTEC A TOTAL OF THIRTY
MILLION (30,000,000) SHARES OF NEWLY ISSUED CLASS "A" 3-DX COMMON STOCK AND
TEN MILLION (10,000,000) SHARES OF CLASS "B" COMMON STOCK.
3. 3-DX WILL SUPPLY TO NIMSTEC A 24-MONTH $2,000,000 CONVERTIBLE DEBENTURE
BEARING 8% INTEREST FOR AN EXCLUSIVE LICENSE SHOWN AS EXHIBIT "I". THE
CONVERSION PRICE WILL BE $2.00 PER SHARE OF 3-DX CLASS "A" COMMON AT THE
OPTION OF NIMSTEC. THE ANNUAL INTEREST WILL BE PAID MONTHLY AT $13,332.00.
4. UPON RECEIPT BY ELGT OF AUDITED FINANCIAL STATEMENTS OF 3-DX WHICH WOULD
COMPLY WITH UNITED STATES SEC REQUIREMENTS AND CONFIRMED AND WARRANTED BY THE
0-XX.XXX DIRECTORS AND ATTACHED HERETO AS EXHIBIT "B". ELGT WILL FOLLOWING
CLOSING AND MUTUALLY APPROVED PRESS RELEASE PURCHASE AN EQUITY INVESTMENT IN
THE AMOUNT OF $500,000.00 FROM 3-DX IN EXCHANGE FOR WHICH ELGTWILL RECEIVE
4,500,000 SHARES OF CLASS "A" COMMON STOCK AND 2,500,000 TWELVE (12) MONTHS
CALLABLE WARRANTS EXERCISABLE AT $4.00 PER CLASS "A" COMMON SHARE FROM 3-DX
ON A ONE WARRANT TO ONE SHARE BASIS FROM 3-DX.
PLAN OF REORGANIZATION
JUNE 30, 1999
PAGE 3.
SIMULTANEOUSLY WITH THE RECEIPT BY ELGT OF 4.5 MILLION OF 3-DX CLASS "A"
COMMON STOCK (3 MILLION, 1 MILLION AND 500,000 SHARE CERTIFICATES) AND 2
MILLION WARRANTS. ELGT WILL DEPOSIT WITH 3-DX ITS CORPORATE CHECK TO BE
DEPOSITED BY 3-DX ON OR BEFORE SEVEN (7) BUSINESS DAYS AND IMMEDIATELY HAVE
THE RIGHT TO RELEASE A MUTUALLY APPROVED PRESS RELEASE.
5. 3-DX SHALL THEREAFTER DELIVER ALL REQUIRED INFORMATION AND DISCLOSURE IN
ADDITION TO THE CERTIFIED FINANCIAL STATEMENTS REFERRED TO ABOVE SO THAT ELGT
WILL CAUSE ITS SECURITIES ATTORNEY, XXXXXX XXXXXX TO FILE A FORM 10-SB
REGISTRATION STATEMENT UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 AND A
REGISTRATION ON FORM SB-2 UNDER THE SECURITIES ACT OF 1933 TO REGISTER A
"SPIN OFF" DISTRIBUTION TO ELGT'S SHAREHOLDERS OF AT LEAST 3,000,000 SHARES
OF 3-DX CLASS "A" COMMON STOCK AND 2,000,000 WARRANTS AT $4.00 PER CLASS "A"
COMMON SHARE (CALLABLE UPON 30 DAYS NOTICE) AT $.05 PER WARRANT UNLESS
EXCERCISED UPON NOTICE.
6. UPON THE RECEIPT BY ELGT OF THE CERTIFIED AUDIT AS SHALL BE REQUIRED BY
THE SEC, ELGT WILL THEREAFTER SUPPLY TO 0-XX.XXX AN ADDITIONAL $500,000.00 IN
THE FORM OF A 24 MONTH CONVERTIBLE DEBENTURE BEARING 8% INTEREST AND THE
CONVERSION WILL BE AT $2.00 PER CLASS "A" COMMON SHARE OF 3-DX CLASS "A"
COMMON STOCK AT THE OPTION OF ELGT AND ANNUAL INTEREST PAYABLE MONTHLY AT
$3,333.00 AND SECONDARILY SECURED BY THE SAME COLLATERAL USED FOR THE
PROMISSORY NOTE ISSUED TO NIMSTEC.
7. 3-DX WILL HAVE AUTHORIZED A RESERVE OF AN ADDITIONAL 6,000,000 SHARES OF
3-DX CLASS "A" COMMON STOCK WARRANTS OF WHICH ELGT WILL BE ISSUED 500,000 OF
24 MONTH WARRANTS ALL EXERCISABLE AT ONE DOLLAR ($1.00) PER SHARE. ANY
EMPLOYEE STOCK OPTIONS SHALL FOLLOW SEC AND IRS GUIDELINES.
8. IT IS UNDERSTOOD THAT FROM THE FUTURE EXERCISE OF THE 3-DX REGISTERED
WARRANTS OF AT LEAST 1,000,000 WARRANTS TO BRING IN $4,000,000. (LESS COSTS
AND COMMISSION IF ANY) THE ELGT $500,000.00 CONVERTIBLE DEBENTURE WILL BE
REPAID UNLESS ELGT HAS CONVERTED SUCH DEBENTURE INTO 3DX CLASS "A" STOCK
COMMON
PLAN OF REORGANIZATION
JUNE 30, 1999
PAGE 4.
8. (CON'T)
STOCK. THE NIMSTEC $2,000,000 CONVERTIBLE DEBENTURE WILL ALSO BE REPAID (IF
DEBENTURE IS NOT CONVERTED) PARA PERSUE.
9. BASED ON ALL OF THE AGREED UPON ISSUANCE OF 3-DX STATED IN THIS AGREEMENT
THERE WILL BE NO FURTHER DILUTION UNLESS MUTUALLY AGREED TO IN ADVANCE BY
BOTH PARTIES HEREIN. THIS AGREEMENT IS WAIVED IF EITHER THE STOCK IS PUBLICLY
TRADED OR ELGT HAS THE RIGHT TO MAINTAIN ITS POSITION BY THE PURCHASE OF
STOCK AT THE PRICE PAID BY THIRD PARTIES PROVIDED SUCH SALE OF ANY STOCK
SHALL BE NO LESS THAN 80% OF PUBLIC MARKET PRICE IF THE STOCK IS PUBLIC AND
IN ACCORDANCE WITH ALL SEC RULES AND REGULATION. IN THE EVENT THERE SI A
SECONDARY OFFERING OF 0-XX.XXX CLASS "A" COMMON STOCK OR A REGISTRATION BY
NIMSTEC OR ITS AFFILATES, THEN ELGT SHALL HAVE THE RIGHT TO "PIGGYBACK" SUCH
REGISTRATION.
10. IT IS AGREED THAT A PORTION OF THE $1,000,000 FINANCING SUPPLIED BY ELGT
SHALL BE USED BY 3-DX TO ACQUIRE A MINORITY OWNERSHIP OF THE CORPORATION TO
BE ESTABLISHED IN FLANDERS BELGIUM SUCH THAT AN EQUAL MINORITY PERCENTAGE OF
3-DX WILL BE ACQUIRED BY THE BELGIUM CORPORATION.
11. REPRESENTATION AND WARRANTIES BY NIMSTEC, 3-DX AND ELGT.
A. NIMSTEC, 0-XX.XXX AND ELGT SHALL BE IN GOOD STANDING IN THEIR
RESPECTIVE PLACE OF CORPORATE OPERATIONS.
B. THE FINANCIAL STATEMENTS SUPPLIED BY 3DX AND ELGT TO THE BEST
KNOWLEDGE AND BELIEF OF RESPECTIVE MANAGEMENT ACCURATELY AND FULLY REFLECT
THE FINANCIAL CONDITION OF 3-DX WHICH APPEARS AS EXHIBIT "B" SUPPLIED BY
XXXXX AND XXXXXX (OR OTHER QUALIFIED C.P.A.) AND EXHIBIT "C" THE ANNUAL
REPORT SUPPLIED BY ELGT.
C. THERE EXISTS NO MATERIAL LITIGATION OR CLAIMS AGAINST 3-DX AND
NIMSTEC OR ELGT AND ALL ARE CURRENT ON ALL GOVERNMENT FILINGS, TAXES,
LICENSES EXCEPT (EXCEPT AS REPORTED IN ELGT'S ANNUAL REPORT SUPPLIED AS
EXHIBIT "C".
PLAN OF REORGANIZATION
JUNE 30, 1999
PAGE 5.
D. ALL SECURITIES ISSUED HEREIN SHALL BE ISSUED IN COMPLIANCE WITH ALL
U.S. SECURITIES LAWS OR EXEMPTION THEREFROM INCLUDING REQUIRED RESTRICTIVE
LEGENDS ALL AND APPLICABLE SEC REQUIREMENTS.
12. ATTACHED HERETO ARE THE FOLLOWING ADDITIONAL EXHIBITS RELIED UPON BY ELGT
AND SUPPLIED BY 3-DX AGREEMENTS TO DEVELOP 3-DX FILM AND OR SUPPLY 3D CAMERAS
AS EXHIBIT "D".
A. AGREEMENTS RELATING TO WOLF CAMERA, RITZ CAMERA AND ECKERDS REGARDING
3-DX AGREEMENTS TO DEVELOP 3DX FILM AND OR SUPPLY 3D CAMERAS AS EXHIBIT "E".
B. A TRANSLATION OF THE HIGHLIGHTS OF THE BELGIUM XXXXXX AND XXXXX
REPORT - EXHIBIT "F".
C. A COPY OF THE HIGHLIGHTS OF THE FLANDERS BELGIUM FINANCING CONTRACT
OF APPROXIMATELY $40 MILLION U.S. EXHIBIT "G".
D. A CONFIDENTIAL COPY OF THE AGREEMENT BY AND BETWEEN 3DX AND TV ON THE
WEB AND ANY OTHER SIGNIFICANT AGREEMENTS WITH THIRD PARTIES (EXHIBIT "H").
E. LICENSE AGREEMENT BETWEEN NIMSTEC AND 3-DX FOR TRADE SECRETS AND
TECHNOLOGY EXHIBIT "I", INCLUDING THE ABSOLUTE RIGHTS FOR 3-DX TO RECEIVE
EXCLUSIVE NORTH AMERICA RIGHTS AND SUPPLY OF LENTICULAR PLASTIC WHICH MAY BE
MANUFACTURED PURSUANT TO THE ESTABLISHMENT OF THE EUROPEAN 3-DX.
13. THIS AGREEMENT SHALL BE APPLIED AND CONSTRUED IN ACCORDANCE WITH AND
UNDER THE JURISDICTION OF THE STATE OF TEXAS.
14. CLOSING: THE INITAL CLOSING DATE OF THE AGREEMENT SHALL BE ON OR BEFORE
JULY 1, 1999 AND FINAL CLOSING REGARDING THE SEC FILING SHALL BE THE
EFFECTIVE DATE AS OUTLINED HEREIN. ANY PRESS RELEASES MOST BE MUTUALLY
APPROVED BY THE PARTIES HERETO.
PLAN OF REORGANIZATION
JUNE 30, 1999
PAGE 6.
15. NOTICES WHICH MAY OR CAN BE GIVEN UNDER THE TERMS OF THIS AGREEMENT SHALL
BE AS FOLLOWS:
TO ELGT:
00000 XXXXXXX XXXX
XXXXXX, XXXXX 00000-0000
FAX: 000 000 0000 ATTEN: S. XXXX XXXXXX
TO: 0-XX.XXX
000 X. XXXXXX XXXXXX #000
XXXXXX XXXX, XX 00000
PHONE: 000 000 0000 FAX: 000 000 0000
ATTEN: XX. XXXXX XXXX
EXECUTED THIS 30TH DAY OF JUNE, 1999.
ELECTRIC & GAS TECHNOLOGY, INC.
/s/ S. XXXX XXXXXXXXX, COB
-------------------------------
S. XXXX XXXXXXXXX, COB
3-DX
BY: /s/ XX. XXXXX X. XXXX, COB
-------------------------------
XX. XXXXX X. XXXX, COB
[LETTERHEAD]
ADDENDUM
The Undersigned parties to the attached and incorporated Plan of
Reorganization and Financing Agreement between Electric & Gas Technology, Inc.
(ELGT) and 0-Xx.xxx now know as x0Xx.xxx (i3Dx) mutually agree and represent
that i3Dx and Nimstec Ltd. Earlier entered into an amendment to that certain
Asset and License Purchase Agreement between them dated June 30, 1999.
The purpose and intent of the modification to the Asset and License
Purchase Agreement affective June 30, 1999 and dated September 24, 1999 was to
eliminate from the agreement the requirement obligation for i3Dx to pay a
license fee and to enter into a debenture evidencing the obligation to pay such
license fee in the sum of $2,000,000. Accordingly, paragraph 3 of the attached
and incorporated Plan of Reorganization and Financing Agreement is herewith
deemed to be fully eliminated and should not be treated as a part or provision
of the agreement between ELGT and i3Dx as of the date of such agreement on June
30, 1999. All other terms and provisions of the ELGT i3Dx Agreement remain in
full force and affect.
/s/ Xxxx Xxxxxx
------------------------------- ----------------------------
S. Xxxx Xxxxxxxxx Xxxx Xxxxxx
President ELGT President x0Xx.xxx
Date: Date:
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