EXHIBIT 2.1
SECURITIES PURCHASE AGREEMENT
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AND PLAN OF REORGANIZATION
--------------------------
THIS SECURITIES PURCHASE AGREEMENT AND PLAN OF REORGANIZATION ("Agreement")
is entered into on February 4, 2000 by and among XXXXX XXXX, INC., a Nevada
corporation ("Company"), and the stockholders of THE NATIONAL CAPITAL COMPANIES,
INC., an Oklahoma corporation ("National Capital"), listed on the list of
selling stockholders ("List of Selling Stockholders") attached as Exhibit "A"
hereto and who have executed this Agreement ("Selling Stockholders").
R E C I T A L S
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A. The Company has authorized capital stock consisting of 50,000,000
shares of common stock ("Common Stock"), $.001 par value, of which 2,500,000
shares of Common Stock are issued and outstanding.
B. National Capital has authorized capital stock consisting of 10,000,000
shares of common stock, $.001 par value, of which 2,000,000 shares ("National
Capital Shares") are issued and outstanding and held by the Selling
Shareholders.
C. The Selling Stockholders wish to sell, and the Company wishes to
acquire, all of the National Capital Shares on the Closing Date (as defined
below), in exchange for the Company's issuance to the Selling Stockholders of an
aggregate of 4,000,000 shares ("Company Shares") of Common Stock, subject to and
upon the terms and conditions hereinafter set forth.
A G R E E M E N T
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It is agreed as follows:
1. SECURITIES PURCHASE AND REORGANIZATION.
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1.1 Agreement to Exchange Securities. Subject to the terms and upon
--------------------------------
the conditions set forth herein, each Selling Stockholder agrees to sell,
assign, transfer and deliver to the Company, and the Company agrees to purchase
from each Selling Stockholder, at the Closing (as defined below), the National
Capital Shares owned by the respective Selling Stockholder as set forth on the
List of Selling Stockholders, in exchange for the transfer, at the Closing, by
the Company to each Selling Stockholder of a pro rata share of the Company
Shares. A Selling Stockholder's pro rata share of the Company Shares shall be
determined by multiplying the total number of the Company Shares (i.e.,
----
4,000,000 shares of Common Stock) by a fraction, the numerator of which is the
total number of National Capital Shares owned by the Selling Stockholder at the
Closing and the denominator of which is the total number of National Capital
Shares issued and outstanding at the Closing.
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1.2 Instruments of Transfer.
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(a) National Capital Shares. Each Selling Stockholder shall
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deliver to the Company original certificates evidencing the National Capital
Shares along with executed stock powers, in form and substance satisfactory to
the Company for purposes of assigning and transferring all of their right, title
and interest in and to the National Capital Shares. From time to time after the
Closing Date, and without further consideration, the Selling Stockholders will
execute and deliver such other instruments of transfer and take such other
actions as the Company may reasonably request in order to more effectively
transfer to the Company the securities intended to be transferred hereunder.
(b) The Company Shares. The Company shall deliver to the
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Selling Stockholders on the Closing Date original certificates evidencing the
Company Shares, in form and substance satisfactory to the Selling Stockholders,
in order to effectively vest in the Selling Stockholders all right, title and
interest in and to the Company Shares. From time to time after the Closing Date,
and without further consideration, the Company will execute and deliver such
other instruments and take such other actions as the Selling Stockholders may
reasonably request in order to more effectively issue to them the Company
Shares.
1.3 Closing. The closing ("Closing") of the exchange of the National
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Capital Shares and the Company Shares shall take place at the offices of
National Capital, at 10:00 a.m., local time, on February 4, 2000, or at such
other time and place as may be agreed to by the Selling Shareholders and the
Company ("Closing Date").
1.4 Tax Free Reorganization. The parties intend that the transaction
-----------------------
under this Agreement qualify as a tax free reorganization under Section 368
(a)(1)(B) of the Internal Revenue Code of 1986, as amended.
2. DELIVERIES AT CLOSING.
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2.1 Company's Deliveries at Closing. At the Closing, the Company
-------------------------------
shall deliver or cause to be delivered to the Selling Stockholders all of the
following:
(a) certificates representing the Company Shares, registered in
the names of the Selling Stockholders;
(b) Officer's Certificates signed by Xxxx Xxxxxx in the form
attached hereto as Exhibit "B";
(c) certified resolutions of the Board of Directors of the
Company authorizing consummation of the transactions contemplated by this
Agreement;
(d) a certified list of the record holders of the Common Stock
evidencing that the Company has 2,500,000 shares of Common Stock issued and
outstanding; and
(e) such other documents and instruments as shall be reasonably
necessary to effect the transactions contemplated hereby.
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2.2 Selling Stockholders' Deliveries at Closing. At the Closing, the
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Selling Stockholders shall deliver or cause to be delivered to the Company all
of the following:
(a) original certificates representing the National Capital
Shares, along with duly executed stock powers, in form and substance
satisfactory to the Company; and
(b) such other documents and instruments as shall be reasonably
necessary to effect the transactions contemplated hereby.
3. REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDERS. Each
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Selling Stockholder severally represents, warrants and covenants to and with the
Company with respect to himself, as follows:
3.1 Power and Authority. The Selling Stockholder has all requisite
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individual power and authority to enter into and to carry out all of the terms
of this Agreement and all other documents executed and delivered in connection
herewith (collectively, the "Documents"). All individual action on the part of
the Selling Stockholder necessary for the authorization, execution, delivery and
performance of the Documents by the Selling Stockholder has been taken and no
further authorization on the part of the Selling Stockholder is required to
consummate the transactions provided for in the Documents. When executed and
delivered by the Selling Stockholder, the Documents shall constitute the valid
and legally binding obligation of the Selling Stockholder enforceable in
accordance with their respective terms.
3.2 Ownership of and Title to Securities. The Selling Stockholder
------------------------------------
represents that the Selling Shareholders are the sole owners of all of the
issued and outstanding shares of capital stock of National Capital and that
there are no warrants, options, subscriptions, calls, or other similar rights of
any kind for the issuance or purchase of any securities of National Capital held
by the Selling Stockholder or any other persons. The Selling Stockholder
represents that the Selling Stockholder has and will transfer to the Company
good and marketable title to the National Capital Shares which he owns, free and
clear of all pledges, security interests, mortgages, liens, claims, charges,
restrictions or encumbrances.
3.3 Investment and Related Representations. The Selling Stockholder
--------------------------------------
is aware that neither the Company Shares nor the offer or sale thereof to the
Selling Stockholder has been registered under the Securities Act of 1933, as
amended ("Securities Act"), or under any state securities law. The Selling
Stockholder understands that the Company Shares will be characterized as
"restricted" securities under federal securities laws inasmuch as they are being
acquired in a transaction not involving a public offering and that under such
laws and applicable regulations such securities may be resold without
registration under the Securities Act only in certain limited circumstances.
The Selling Stockholder agrees that the Selling Stockholder will not sell all or
any portion of the Company Shares except pursuant to registration under the
Securities Act or pursuant to an available exemption from registration under the
Securities Act. The Selling Stockholder understands that each certificate for
the Company Shares issued to the Selling Stockholder or to any subsequent
transferee shall be stamped or otherwise imprinted with an appropriate legend
summarizing the restrictions described in this Section 3.3 and that the Company
shall refuse to transfer the Company Shares except in accordance with such
restrictions.
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3.4 No Further Representations. Except as expressly provided herein,
--------------------------
the Selling Stockholder makes no representations or warranties concerning the
National Capital Shares. The Selling Shareholder states hereby its intent to
enter into this Agreement in strict reliance on the Company's representations,
acknowledgments and agreements set forth in Section 4.8 and it is intimately
familiar with all aspects of National Capital and that it is willing to acquire
the National Capital Shares on an "as is, where is and with all faults" basis.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. The Company
--------------------------------------------------------
represents, warrants and covenants to and with each of the Selling Stockholders
as follows:
4.1 Organization and Good Standing. The Company is a corporation
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duly organized, validly existing, and in good standing under the laws of the
State of Nevada and has full corporate power and authority to enter into and
perform its obligations under this Agreement.
4.2 Capitalization. The authorized capital stock of the Company
--------------
consists of 50,000,000 shares of Common Stock, $.001 par value, of which
2,500,000 shares of Common Stock are issued and outstanding. All outstanding
shares of Common Stock have been duly authorized and validly issued, and are
fully paid, nonassessable, and free of any preemptive rights. There are no
warrants, options, subscriptions, calls, other similar rights to purchase any of
the Company's authorized and unissued Common Stock, and there are no voting,
pooling or voting trust agreements, arrangements or contracts by and among the
Company, its shareholders, or any of them.
4.3 No Subsidiaries. The Company does not control, or have any
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interest in, directly or indirectly, any corporation, partnership, business
trust, association or other business entity.
4.4 Validity of Transactions. This Agreement, and each document
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executed and delivered by the Company in connection with the transactions
contemplated by this Agreement, and the performance of the transactions
contemplated therein have been duly authorized by the directors and shareholders
of the Company, have been duly executed and delivered by the Company and is each
the valid and legally binding obligation of the Company, enforceable in
accordance with its terms, except as limited by applicable bankruptcy,
insolvency reorganization and moratorium laws and other laws affecting
enforcement of creditor's rights generally and by general principles of equity.
The Company Shares issuable hereunder, when issued in accordance with the terms
of this Agreement, will be duly authorized, validly issued, fully paid and
nonassessable. The Company Shares will be free of any liens or encumbrances,
except for any restrictions imposed by federal or state securities laws.
4.5 Approvals and Consents. There are no permits, consents, mandates
----------------------
or approvals of public authorities, either federal, state or local, or of any
third party necessary for the Company's consummation of the transactions
contemplated hereby.
4.6 SEC Reports. The Company has delivered to the Selling
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Stockholders its registration statement on Form 10-SB, as amended to date, and
all quarterly reports on Form 10-
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QSB subsequently filed with the Securities and Exchange Commission
(collectively, the "SEC Reports"). The information in the SEC Reports, taken as
a whole, is true and correct in all material respects and does not contain any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in light of the circumstances under
which they were made, not misleading.
4.7 Litigation. There are no suits or proceedings (including
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without limitation, proceedings by or before any arbitrator, government
commission, board, bureau or other administrative agency) pending or, to the
knowledge of the Company, threatened against or affecting the Company which, if
adversely determined, would have a material adverse effect on the financial
condition, results of operations, prospects or business of the Company, or which
questions the validity of this Agreement or any action to be taken in connection
therewith, and the Company is subject to or in default with respect to any
order, writ, injunction or decree of any federal, state, local or other
governmental department. The Company has not commenced nor currently intends to
commence any legal proceedings against any other person or entity.
4.8 Disclaimer of Warranty. The Company is acquiring the National
----------------------
Capital Shares "AS-IS", "WHERE-IS" and "WITH ALL FAULTS" and subject to any
conditions which may exist, without any representations or warranties by the
Selling Stockholders except as expressly provided herein. The Company
acknowledges that it is relying solely upon its own inspections, examinations
and evaluations of the National Capital Shares and National Capital and is
accepting assignment of the National Capital Shares without the standard
representations, warranties or covenants customarily provided to the purchaser
of a business.
4.9 Taxes. All federal income tax returns and state and local
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income tax returns for the Company have been filed as required by law. All taxes
as shown on such returns or on any assessment received subsequent to the filing
of such returns have been paid, and there are no pending assessments or
adjustments or any income tax payable for which reserves, which are reasonably
believed by the Company to be adequate for the payment of any additional taxes
that may come due, have not been established. All other taxes imposed by any
government authority on the Company have been paid and any reports or returns
due in connection therewith have been filed. No outstanding claim for assessment
or collection of taxes has been asserted against the Company and there are no
pending, or to the knowledge of the Company, threatened tax audits, examinations
or claims.
4.10 No Defaults. No material default (or event which, with the
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passage of time or the giving of notice, or both, would become a material
default) exists or is alleged to exist with respect to the performance of any
obligation either of the Company under the terms of any indenture, license,
mortgage, deed of trust, lease, note, guaranty, joint venture agreement,
operating agreement, partnership agreement, or other contract or instrument to
which the Company is a party or any of its assets are subject, or by which it is
otherwise bound, and, to the best knowledge of the Company, no such default or
event exists or is alleged to exist with respect to the performance of any
obligation of any party thereto.
4.11 Corporate Documents. The Company has furnished to the Selling
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Stockholders true and complete copies of the Articles of Incorporation and
Bylaws of the Company certified by its secretary and copies of the resolutions
adopted by the Company's
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Board of Directors authorizing and approving this Agreement and the transactions
contemplated hereby. The Company has made available to the Selling Stockholders
and their representatives all corporate minute books of the Company, and such
minute books contain complete and accurate records of the proceedings of the
Company's shareholders and directors.
4.12 Contracts and Other Commitments. The Company does not have and
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is not bound by any contract, agreement, lease, commitment or proposed
transaction, judgment, order, writ or decree, written or oral, absolute or
contingent.
4.13 Compliance with Laws. The Company has complied in all material
--------------------
respects with all laws, regulations and orders affecting its business and
operations and is not in default under or in violation of any provision of any
federal, state or local rule, regulation or law, including without limitation,
any applicable statute, law or regulation relating to the environment or
occupational health and safety, and no material expenditures are or will be
required in order to comply with any such existing statute, law or regulation.
4.14 No Assets or Liabilities. The Company represents and warrants
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that it does not have any assets, liabilities or operations.
4.15 Brokers and Finders. The Company has not incurred, nor shall it
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incur, directly or indirectly, any liability for any brokerage or finders' fees,
agent commissions or any similar charges in connection with this Agreement or
any transaction contemplated hereby.
5. MISCELLANEOUS.
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5.1 Cumulative Remedies. Any person having any rights under any
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provision of this Agreement will be entitled to enforce such rights
specifically, to recover damages by reason of any breach of any provision of
this Agreement, and to exercise all other rights granted by law, which rights
may be exercised cumulative and not alternatively.
5.2 Successors and Assigns. Except as otherwise expressly provided
----------------------
herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto will bind and inure to the benefit of the
respective successors and assigns of the parties hereto whether so expressed or
not.
5.3 Severability. Whenever possible, each provision of this
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Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement or the other documents.
5.4 Counterparts. This Agreement may be executed in two or more
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counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts when taken together will constitute one and the
same agreement.
5.5 Entire Agreement. This Agreement constitutes the entire
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agreement and understanding of the parties with respect to the subject matter
thereof, and supersedes all prior and contemporaneous agreements and
understandings.
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5.6 Survival of Representations. All representations, warranties
---------------------------
and agreements contained herein or made in writing by the Company and the
Selling Stockholders in connection with the transactions contemplated hereby
except any representation, warranty or agreement as to which compliance may have
been appropriately waived, shall survive the execution and delivery of this
Agreement.
5.7 Expenses and Attorney Fees. The Company and the Selling
--------------------------
Stockholders shall each pay all of their respective legal and due diligence
expenses in connection with the transactions contemplated by this Agreement,
including, without limiting the generality of the foregoing, legal and
accounting fees.
5.8 Waiver of Conditions. At any time or times during the term
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hereof, the Company may waive fulfillment of any one or more of the conditions
to its obligations in whole or in part, and the Selling Stockholders may waive
fulfillment of any one or more of the foregoing conditions to their obligation,
in whole or in part, by delivering to the other party a written waiver or
waivers of fulfillment thereof to the extent specified in such written waiver or
waivers. Any such waiver shall be validly and sufficiently authorized for the
purposes of this Agreement if, as to any party, it is authorized in writing by
an authorized representative of such party. The failure of any party hereto to
enforce at any time any provision of this Agreement shall not be construed to be
a waiver of such provision, nor in any way to affect the validity of this
Agreement or any part hereof or the right of any party thereafter to enforce
each and every such provision. No waiver of any breach of this Agreement shall
be held to constitute a waiver of any other or subsequent breach.
5.9 Partial Invalidity. If any term, covenant or condition of this
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Agreement or the application thereof to any person or circumstance shall, to any
extent, be invalid or unenforceable, the remainder of this Agreement, or the
application of such term, covenant or condition to persons or circumstances
other than those as to which it is held invalid or unenforceable, shall not be
affected thereby and each term, covenant or condition of this Agreement shall be
valid and be enforced to the fullest extent permitted by law.
5.10 Successors and Assigns. The terms, covenants and conditions
----------------------
contained herein shall be binding upon and inure to the benefit of the heirs,
successors and assigns of the parties hereto.
5.11 Law Governing. This Agreement shall be construed and
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interpreted in accordance with and governed and enforced in all respects by the
laws of the State of California.
5.12 Attorneys' Fees. If any action at law or in equity is necessary
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to enforce or interpret the terms of this Agreement, the prevailing party shall
be entitled to reasonable attorneys' fees, costs and disbursements in addition
to any other relief to which such party may be entitled.
[Continued on next page]
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IN WITNESS WHEREOF, each of the parties to this Agreement has executed or
caused this Agreement to be executed as of the date first above written.
"Company"
XXXXX XXXX, INC.,
a Nevada corporation
By:_______________________________________
Xxxx Xxxxxx, President
[Signatures of Selling Stockholders Appear on Exhibit A]
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EXHIBIT A
LIST OF SELLING STOCKHOLDERS
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Number of National Capital
Name and Address of Shares Owned by Selling
Selling Stockholder Signature Stockholder
---------------------------------- ------------------------------ ------------------------------
Xxxxxx X. Xxxxxxx
00000 Xxxxxxx Xxxx Xxxx
Xxx Xxxx Xxxxxxxxxx, XX 00000 ___________________ 976,400
Xxxx X. Xxxxxxx
000 Xxxxxxxx Xxxxxxx Xxxxx
Xxxxxxx, XX 00000 ___________________ 150,000
P. Xxxxx Xxxxxxxx
0000 Xxxxxxxxxxx
Xxxxxxxx Xxxx, XX 00000 ___________________ 65,000
Barkston Trading LTD
By:________________
Xxxxx 00, Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx,
Xxxxxxx Street P.O. Box N7521 Director
Nassau, Bahamas 100,000
Xxxxxx X. Xxxxxxx
00 Xxxxxxxxx
Xxxxxx, XX 00000 ___________________ 170,000
Shogun Investments Inc.
0000 X. Xxxxxxx, Xxxxx 0X By:________________
Xxx Xxxxx, XX 00000 Xxxx Xxxxxxx, President 60,000
Xxxxxx Xxxxxxxx
0000 X. Xxxxxx
Xxxxxxxxxx, XX 00000 ___________________ 85,000
Xxxx Xxxxxx
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000 ___________________ 50,000
A-1
Xxxxx Xxxxxx
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000 _______________________ 10,000
Xxxxxx Xxxxxxxx
000 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000 _______________________ 24,000
M. Xxxxxx Xxxxx
00000 Xxxxxxx Xxxxxxx
Xxxx Xxxxx, XX 00000 _______________________ 100,000
Xxxxxxx Xxxxxxxxxxx
0000 X. Xxxxxxxxx, #00
Xxxxxx, XX 00000 _______________________ 15,000
Xxxxxxx Xxxxxxxxx
0000 XX 00
Xxx Xxxx, XX 00000 _______________________ 13,000
Xxxxxx X. Xxxxxxx
000 Xxxxxxxxx Xxxx
Xxxxx Xxxxx, XX 00000 _______________________ 22,500
Xxxxxxxxx Trust
000 X. Xxxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000 By:____________________ 8,000
An authorized trustee
Xxxx X. Xxx
000 X. Xxxxxxx, Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000 _______________________ 4,500
Point Loma Nazarene U
0000 Xxxx Xxxx Xxxxx
Xxx Xxxxx, XX 00000 By:____________________
An authorized officer 2,000
Xxxxx X. Xxxxxxx
000 X. Xxxxxxx, Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000 _______________________ 500
Xxxxx X. Xxxxxxx
0000 Xxxxxxxxx Xxxx
Xxxxxxxx Xxxxxxx, XX 00000 _______________________ 40,000
Xxxxxxx Xxxxxxxxx
0000 Xxxxxxx
Xxxxx Xxxxxx Xxxx, XX _______________________ 20,000
Xxxxxxx Xxxxxxxx
0000 Xxxxxxx Xxxxx Xxxx
Xxxxxx, XX 00000 _______________________ 4,000
Xxxxxxx Xxxxxxxx
000 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000 _______________________ 3,000
Xxxxxxxx Weinfurte
0000 X. Xxxxx Xxxxxx, Xxxxx X0
Xxxxxxxxx, XX 00000 _______________________ 1,500
Xxxxxxx Xxxxxxxxxx
0000 X. Xxxxx Xxxxxx, Xxxxx X0
Xxxxxxxxx, XX 00000 _______________________ 4,000
Xxxxx Xxxxxx
0 Xxxxxxx
Xxxxx Xxxxx, XX 00000 ________________________ 1,000
Xxxxxxxx Xxxxx
0000 Xxxx Xxxxxxx, #000
Xxxxxxx Xxxxx, XX 00000 ________________________ 1,000
Xxxxxxx Xxxx
000 0xx Xxxxxx
Xxxxxxxxxx Xxxxx, XX 00000 ________________________ 3,000
Xxxxx Xxxxxxx
0000 Xxxxxxxxx Xxx
Xxxxxxxxx, XX 00000 ________________________ 1,000
Xxx Xxxxxxxxx
0000 Xxxx Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000 ________________________ 1,100
Xxxxx X. and Xxxxxxxxx Xxxxxxx
0000 Xxxxxxxxx Xxxx
Xxxxxxxx Xxxxxxx, XX 00000 ________________________ 5,000
Xxxxxx X. and Xxxxxxx Xxxx
0000 Xxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000 ________________________ 3,000
Clarion Financial Services
00000 Xxxxxxx Xxxx Xxxx By:_____________________
San Juan Xxxxxxxxxx, XX 00000 Xxxxxx Xxxxxxx,
President 30,000
Xxxxx Xxxxxx
000 X. Xxxxxx Xxxxxx, #X0
Xxxxx Xxxx, XX 00000 ________________________ 6,000
Xxxxxx Xxxxxxx Xxxxx
28 Greenmoor
Xxxxxx, XX 00000 ________________________ 4,500
Xxxxxx Xxxxxxxx
0000 X. Xxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxx Xxxxx, XX 00000 ________________________ 5,000
Xxxxx Xxxxxxxxxx
00000 Xxx Xxxxxx
Xxxxxxxx Xxxxxx, XX 00000 ________________________ 2,500
Xxxxxx Xxxxxxx
5 Nutwood
Xxxxxx, XX 00000 ________________________ 2,500
G. Xxxxxxxx Xxxxxxx
000 X. Xxxxxxx
Xxxxxxx, XX 00000 ________________________ 800
Xxxxx Xxxxxxx
0000 Xxxxx Xxxxxx
Xxxxxxx Xxxxx, XX 00000 ________________________ 300
Xxxxxx Winner
00000-X Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000 ________________________ 300
Xxxxxx Xxxxxxxxxxx
0000 Xxxxxxx
Xxxxx Xxx, XX 00000 ________________________ 000
Xxxxxxxx Xxxxxx
000 Xxxxx
Xxxxxxx Xxxxx, XX 00000 ________________________ 200
Xxxxx Xxxxxxxxx
0000 X Xxxxxx, Xxx. X
Xxxxx Xxx, XX 00000 ________________________ 200
Xxxxxxx Key Xxxxxxxx
0000 Xxxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000 ________________________ 4,000
EXHIBIT B
OFFICER'S CERTIFICATE
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_________________, hereby certifies the following to the Selling
Stockholders:
1. I am the duly elected and acting ____________________________________
of Xxxxx Xxxx, Inc., a Nevada corporation ("Company").
2. This Officer's Certificate is being delivered to the Selling
Stockholders pursuant to Section 2.1(b) of the Securities Purchase Agreement And
Plan Of Reorganization ("Agreement") dated February 4, 2000 by and between the
Company and the Selling Stockholders.
3. All of the representations and warranties of the Company made in the
Agreement are true and correct in all material respects on and as of the date
hereof as though such representations and warranties had been made or given on
and as of the date hereof .
4. The Company has performed and complied in all material respects with
all of the covenants and agreements made in the Agreement to be performed by or
complied with by the Company on or prior to the date hereof.
Executed effective as of February 4, 2000.
__________________________________________
