Exhibit 2
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization ("Agreement") is entered into among
Futronix, Inc. ("FTI"), a Florida corporation, FourthCai, Inc. a Nevada
corporation ("CAI"), the person(s) listed in Exhibit A hereof (the
"Shareholders"), and Corporate Architects, Inc., a Nevada corporation ("CAI
Shareholder"). The Shareholders are the owners of record of all of the issued
and outstanding stock of FTI.
Whereas, CAI wishes to acquire, and the Shareholders wish to transfer, all of
the issued and outstanding shares of stock of FTI to CAI, in exchange for shares
of CAI as provided below, in a transaction intended to qualify as a
reorganization within the meaning of 368(a)(1)(B) of the Internal Revenue Code
1986, as amended.
THEREFORE, in consideration of the mutual promises contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby adopt this plan of reorganization
and agree as follows:
1. EXCHANGE OF STOCK.
1.1. NUMBER OF SHARES. The Shareholders agree to transfer to CAI at the Closing
(defined below) all of the shares of the stock of FTI (the "FTI Stock"), in
exchange for CAI's issuance of 9,299,500 shares of the common stock of CAI (the
"CAI Stock") which will be 92.9996% of the outstanding common stock of CAI.
1.2. EXCHANGE OF CERTIFICATES. Each holder of a certificate or certificates
evidencing ownership of FTI Stock FTI Stock shall surrender such certificate(s)
for cancellation to CAI, and shall receive from CAI in exchange a certificate or
certificates representing the number of full shares of CAI Stock into which the
shares of FTI Stock represented by the certificate or certificates so
surrendered shall have been converted. The transfer of FTI Stock by the
Shareholders shall be effected by the delivery to CAI at the Closing of
certificates evidencing ownership of the FTI Stock endorsed in blank or
accompanied by stock powers executed in blank by each certificate's owner.
1.3. FRACTIONAL SHARES. Fractional shares of CAI Stock shall not be issued, but
in lieu thereof CAI shall round up fractional shares to the next highest whole
number.
1.4. FURTHER ASSURANCES. At the Closing and from time to time thereafter, the
parties shall execute such additional instruments and take such other action as
the Parties may request in order to effectuate this Agreement.
1.5. AMENDMENTS TO THE ARTICLES OF INCORPORATION. Promptly after the Closing,
CAI shall amend its Articles of Incorporation changing its name to Futronix
Group, Inc.
2. RATIO OF EXCHANGE. The FTI Stock owned by the Shareholders, and the shares of
CAI Stock that each owner of FTI Stock will receive, are set out in Exhibit A.
3. CLOSING.
3.1. TIME AND PLACE. The Closing contemplated herein shall be held as soon as
practicable at the offices of FourthCai, Inc., 00000 X. Xxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX unless FTI and CAI agree upon another place or time in writing.
All proceedings to be taken and all documents to be executed at the Closing
shall be deemed to have been taken, delivered and executed simultaneously, and
no proceeding shall be deemed taken nor documents deemed executed or delivered
until all have been taken, delivered and executed. The date of Closing may be
accelerated or extended by agreement of FTI and CAI. Each party shall bear its
own expenses associated herewith, including without limitation attorney and
paralegal fees and costs; provided, however, that CAI Shareholder shall be
responsible for all CAI expenses associated herewith.
3.2. FORM OF DOCUMENTS. Except for certificates evidencing ownership of FTI
Stock, original copies of which must be delivered to CAI with original
signatures thereon, and except for certificates evidencing CAI Stock into which
the FTI Stock is to be exchanged, original copies of which must be delivered to
Shareholders with original signatures thereon, any copy, facsimile
telecommunication or other reliable reproduction of a writing or transmission
required by this Agreement or any signature required thereon may be used in lieu
of an original writing or transmission or signature for any and all purposes for
which the original could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission or original signature.
4. UNEXCHANGED CERTIFICATES. Until surrendered, each outstanding certificate
that, prior to the Closing, evidences ownership of FTI Stock shall be deemed for
all purposes, other than the payment of dividends or other distributions, to
evidence ownership of the number of shares of CAI Stock into which it was
converted. No dividend or other distribution shall be paid to the holders of
certificates of FTI Stock until presented for exchange at which time any
outstanding dividends or other distributions shall be paid. No owner of FTI
Stock shall be entitled to encumber, pledge or transfer the FTI Stock unless and
until all certificates evidencing ownership of the FTI Stock have been exchanged
for certificates evidencing ownership of CAI Stock as provided above.
5. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder
represents and warrants to CAI and CAI Shareholder as follows:
5.1. TITLE TO SHARES. The Shareholder is the owner, free and clear of any liens
and encumbrances, of the number of shares of FTI Stock which are listed in
Exhibit A and which he has contracted to exchange.
5.2. LITIGATION. There is only the Salient CyberTech, Inc. litigation or
proceeding pending or to Shareholder's knowledge threatened, against or relating
to shares of FTI held by the Shareholder.
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5.3 ISSUED AND OUTSTANDING SHARES. The FTI Stock listed in Exhibit A is all of
the issued and outstanding stock of FTI.
5A REPRESENTATIONS AND WARRANTIES OF CAI SHAREHOLDER. CAI Shareholder represents
and warrants to FTI and the Shareholders as follows:
5.1A TITLE TO SHARES. CAI Shareholder and each other CAI shareholder is the
owner, free and clear of any liens and encumbrances subject to lockup
agreements, of the number of shares of CAI Stock which is listed in Exhibit B.
5.2A LITIGATION. There is no litigation or proceeding pending or to CAI
Shareholder's knowledge threatened, against or relating to shares of CAI held by
CAI Shareholder.
6. REPRESENTATIONS AND WARRANTIES OF CAI AND CAI SHAREHOLDER. CAI and CAI
Shareholder, jointly and severally, represent and warrant to FTI and each
Shareholder as follows:
6.1 CORPORATE STATUS. CAI is a corporation duly organized, validly existing, and
in good standing under the laws of the State of Nevada and is licensed or
qualified as a foreign corporation in all states in which the nature of its
business or the character or ownership of its properties makes such licensing or
qualification necessary.
6.2 CAPITALIZATION. As of the date hereof, the authorized capital stock of CAI
consists of no shares of preferred stock, and 100,000,000 Shares of Common
Stock, of which five million forty thousand (5,040,000) shares of Common Stock
are issued and outstanding. At or prior to the Closing, CAI will cause its
shareholders to complete a reverse stock split which will cause there to be only
700,000 shares of Common Stock issued and outstanding when the exchange
contemplated hereby occurs. Following the completion of the exchange
contemplated hereby, each of the issued and outstanding shares of CAI Stock will
be duly authorized, validly issued, fully paid, non-assessable and not subject
to preemptive rights created by statute, CAI's charter documents or any
agreement to which CAI is a party or by which it is bound.
6.3 SUBSIDIARIES. CAI has no subsidiaries.
6.4 BUSINESS OPERATIONS. CAI, at no time, has ever engaged in any form of
business activity regardless of nature.
6.5 LITIGATION. There is no litigation or proceeding pending, or to the
representing party's knowledge threatened, against or relating to CAI, its
properties or business.
6.6 CONTRACTS. CAI is not a party to any material contract other than this
Agreement.
6.7 NO VIOLATION. Execution of this Agreement and performance by CAI hereunder
have been duly authorized by all requisite corporate action on the part of CAI,
and this Agreement constitutes a valid and binding obligation of CAI and
performance hereunder will not violate any provision of any charter, bylaw,
indenture, mortgage, lease, or agreement, or any order, judgment, decree, law,
or regulation to which any property of CAI is subject or by which CAI is bound.
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6.8 TAXES. CAI has filed in correct form all federal, state, and other tax
returns of every nature required to be filed by it and has paid all taxes as
shown on such returns and all assessments, fees and charges received by it to
the extent that such taxes, assessments, fees and charges have become due. CAI
has also paid all taxes which do not require the filing of returns and which are
required to be paid by it. To the extent that tax liabilities have accrued, but
have not become payable, they have been adequately reflected as liabilities on
the books of CAI and are reflected in the financial statements furnished hereto.
6.9 TITLE TO PROPERTY. CAI has good and marketable title to all properties and
assets, real and personal, reflected in CAI's Financial Statements, except as
since sold or otherwise disposed of in the ordinary course of business, and
CAI's properties and assets are subject to no mortgage, pledge, lien, or
encumbrance, except for liens shown therein, with respect to which no default
exists.
6.9.1 NO MATERIAL LIABILITIES. CAI has no liabilities in excess of $1,000.00.
6.10 TITLE TO STOCK. CAI has full right, power and authority to issue the CAI
Stock, free and clear of all encumbrances. Upon delivery and exchange of the CAI
Stock for the FTI Stock as contemplated herein, the Shareholders will acquire
good and marketable title to the CAI Stock, free and clear of any and all liens
and encumbrances arising through CAI, and the CAI Stock will be fully paid and
non-assessable.
6.11 CORPORATE AUTHORITY. CAI has full corporate power and authority to enter
into this Agreement and to carry out its obligations hereunder, and will deliver
at the Closing a certified copy of resolutions of its board of directors
authorizing execution of this Agreement by its officers and performance
thereunder.
6.12 INVESTMENT INTENT. CAI is acquiring the FTI shares to be transferred to it
under this Agreement for investment and not with a view to, or for resale in
connection with, distribution or other disposition thereof, except for such
dispositions that are effected in compliance with the Securities Act of 1933, as
amended, the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
6.13 NO APPROVALS. The execution and delivery of this Agreement by CAI does not,
and the performance of this Agreement will not require any consent, approval,
authorization or permit of, or filing with or notification to, any governmental
or regulatory authority, either domestic or foreign, other than any such
consents, approvals, authorizations or permits that have been obtained or such
filings or notifications that have been made.
6.14 NO RESTRICTIONS OF SECURITIES. Other than this Agreement, CAI is not a
party to any agreement creating rights in any person or entity with respect to
shares of its capital stock or relating to the voting of shares of its capital
stock on any matter.
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6.15 OPTIONS, ETC. Other than this Agreement, there are no outstanding options,
warrants or other rights (including registration rights), agreements,
arrangements or commitments of any kind or nature whatsoever to which CAI is a
party that require CAI to purchase, acquire or convert any shares of its capital
stock or other equity securities, nor is CAI a party to or subject to any other
agreement or right (preemptive, contractual or otherwise) to grant, issue or
sell any such shares of its capital stock of, or any other equity interests in
CAI, by sale, lease, license or otherwise.
6.16 SEC DOCUMENTS. Through the date of Closing, CAI has filed with the
Securities and Exchange Commission ("SEC") all reports, forms, schedules and
statements and other documents required to be filed by it ("the SEC Documents").
As of the respective filing dates, the SEC Documents complied in all material
respects with the requirements of the Securities Act, or the Exchange Act, as
the case may be, and the rules and regulations of the SEC promulgated thereunder
applicable to such SEC Documents, and none of the SEC Documents contained any
untrue statement of a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under
which they were made, not misleading.
6.17 FINANCIAL STATEMENTS. The financial statements included in the SEC
Documents complied, as of their respective filing dates as to form in all
material respects with applicable accounting requirements and the published
rules and regulations of the SEC with respect thereto, were prepared in
accordance with generally accepted accounting principals ("GAAP") (except, in
the case of un-audited statements) applied on a consistent basis during the
periods involved (except as may be indicated in the notes thereto) and fairly
present, in all material respects, the consolidated financial position of CAI as
of the date thereof and the results of its operations and cash flows for the
periods then ended. Since the financial statement date, CAI has not: (i)
incurred any obligation or liability, except current liabilities incurred in the
ordinary course of business; (ii) declared or made any shareholder payment or
distribution or purchased or redeemed any of its securities or agreed to do so;
(iii) mortgaged, pledged, subjected to lien, charge, or encumbrance, or granted
a security interest in, any of its assets, tangible or intangible; (iv) suffered
any damage, destruction, or loss (whether or not covered by insurance) affecting
its properties, business, or prospects, or waived any rights of substantial
value; (v) entered into any transaction other than in the ordinary course of
business; or (vi) suffered, or have pending, any adverse change in, or event or
condition adversely affecting the condition (financial or otherwise) of
properties, assets, liabilities, business, or prospects of Company.
6.18 COMPLIANCE WITH INSTRUMENTS AND LAW. CAI is not in violation or default of
any term or provision of any charter, bylaw, mortgage, indenture, contract,
agreement, instrument, judgment, decree, order, statute, rule, regulation or
law, which would adversely affect CAI or its assets or properties, and the
execution, delivery and performance hereof will not result in any such violation
or default or result in the creation of any mortgage, lien, encumbrance or
charge upon any of the properties or assets of CAI pursuant to any such term or
provision, which would adversely affect CAI or its assets or properties.
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6.19 Disclosure. No representation or warranty by CAI or CAI Shareholder herein
or in any writing attached hereto, contains or will contain any untrue statement
of material fact or omit any material fact (of which they or any of them
have/has knowledge or notice) required to make the statements herein or therein
contained not misleading.
7. CONDUCT OF CAI PENDING THE CLOSING
CAI and CAI Shareholder, jointly and severally, covenant that between the date
of this Agreement, and the Closing:
7.1. No change will be made in the charter documents, by-laws, or other
corporate documents of CAI.
7.2. CAI and CAI Shareholder will use diligent efforts to maintain and preserve
the CAI business organization, employee relationships and goodwill intact, and
will not enter into any material commitment except in the ordinary course of
business.
7.3 None of CAI Shareholder or any other CAI shareholder will sell, transfer,
assign, hypothecate, lien, or otherwise dispose of or encumber the CAI shares of
common stock owned by them.
7.4 Neither of CAI nor CAI Shareholder will take any action, or omit to take any
action, the effect of which would reasonably be expected to cause any of the
representations and warranties contained in this Agreement to be inaccurate as
of the Closing, or any time prior thereto, authorize any of the foregoing, or
enter into any contract to do any of the foregoing.
7.5 Each of CAI and CAI Shareholder will provide all reasonable assistance to
and shall cooperate with FTI and the Shareholders to bring about the
consummation of this Plan of Reorganization in accordance with the terms and
conditions of this Agreement.
7A. CONDUCT OF FTI PENDING THE CLOSING
FTI and the Shareholders, jointly and severally, covenant that between the date
of this Agreement, and the Closing:
7A.1. None of the Shareholders will sell, transfer, assign, hypothecate, lien,
or otherwise dispose of or encumber the FTI Stock owned by any of them.
7A.2 None of the Shareholders shall take any action, or omit to take any action,
the effect of which would reasonably be expected to cause any of the
representations and warranties contained in this Agreement to be inaccurate as
of the Closing or any time prior thereto, authorize any of the foregoing, or
enter into any contract to do any of the foregoing.
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7A.3 Each of the Shareholders shall provide all reasonable assistance to and
shall cooperate with CAI, CAI Shareholder and with each other to bring about the
consummation of this Plan of Reorganization in accordance with the terms and
conditions of this Agreement.
8. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SHAREHOLDERS
The Shareholders' obligations to consummate this exchange shall be subject to
fulfillment on or before the Closing of each of the following conditions, unless
waived in writing by the Shareholder as appropriate:
8.1. CAI'S AND CAI SHAREHOLDER'S REPRESENTATIONS AND WARRANTIEs. The
representations and warranties of CAI and CAI Shareholder set forth herein or
any other document delivered to the Shareholder at the Closing in connection
with this Agreement shall be true and correct in all material respects on and as
of the Closing as though made at and as of that date.
8.2. CAI'S AND CAI SHAREHOLDER'S COVENANTS. CAI and CAI Shareholder shall have
performed and complied in all material respects with all covenants, obligations
and agreements to be performed or complied with by it on or before the Closing
as required by this Agreement.
8.3. BOARD OF DIRECTOR APPROVAL. The Board of Directors and shareholders of CAI
shall have approved this Agreement.
8.4. SUPPORTING DOCUMENTS OF CAI. CAI shall have delivered to the Shareholders
supporting documents in a form and substance reasonably satisfactory to the
Shareholders, to the effect that:
(a) CAI is a corporation duly organized, validly existing, and in good
standing;
(b) CAI's authorized capital stock is as set forth herein;
(c) Certified copies of the resolutions of the board of directors of CAI
authorizing the execution of this Agreement and consummation hereof;
(d) Secretary's Certificate of incumbency of the officers and directors of CAI;
(e) Any document as may be specified herein or required to satisfy the
conditions, representations and warranties enumerated elsewhere herein or
as may be reasonably requested by Shareholders or their counsel; and
(f) Opinion of Counsel to CAI, addressing matters customary in the transactions
contemplated hereby, addressed to FTI and the Shareholders and dated as the
Closing in a form and content reasonably acceptable to FTI, the
Shareholders and its/their counsel.
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8.5 NO ORDER. No governmental entity, agency or authority or federal or state
court of competent jurisdiction shall have enacted, issued, promulgated,
enforced or entered any order which is in effect and which restricts, prevents
or prohibits consummation of any transaction contemplated in this Agreement.
8.6 NO CHALLENGE. There shall not be pending or overtly threatened any judicial
or administrative action, proceeding or investigation by any governmental entity
challenging or seeking damages in connection with the transaction contemplated
hereby or seeking to restrain or prohibit the consummation of this Plan of
Reorganization.
8.7 GOVERNMENT CONSENTS. All consents, waivers, approvals and authorizations
required to be obtained, and all filings or notices required to be made by CAI
prior to consummation of the transaction contemplated in this Agreement shall
have been obtained from and made with all required governmental entities, and
all requirements of law shall have been satisfied.
8.8 RESIGNATIONS. All directors of CAI shall have resigned at or prior to the
Closing as directors and members of all committees of the Board of Directors of
CAI in writing effective immediately after the Closing, and CAI shall have
caused persons selected by a majority in interest of the Shareholders to be
appointed as the sole directors of CAI. All officers of CAI shall have resigned
as officers of CAI at or prior to the Closing, in writing effective immediately
after the Closing.
9. CONDITIONS PRECEDENT TO OBLIGATION OF CAI. CAI's obligation to consummate
this exchange shall be subject to fulfillment on or before the Closing of each
of the following conditions, unless waived in writing by CAI:
9.1. FTI'S AND SHAREHOLDER'S REPRESENTATIONS AND WARRANTIES. The representations
and warranties of FTI and the Shareholders set forth herein shall be true and
correct in all material respects at the Closing as though made at and as of that
date, except as affected by transactions contemplated hereby.
9.2. FTI AND SHAREHOLDER'S COVENANTS. FTI and the Shareholders shall have
performed in all material respects all covenants required by this Agreement to
be performed by them on or before the Closing.
10. TERMINATION. This Agreement may be terminated by (1) consent in writing from
all of FTI, a majority in interest of the Shareholders, and CAI ; (2) either a
majority in interest of the Shareholders or CAI if there has been material
misrepresentation or material breach of any warranty or covenant by any other
party; or (3) either a majority in interest of the Shareholders or CAI if the
Closing shall not have taken place within 20 days following execution of this
Agreement, unless adjourned to a later date by mutual consent of such parties in
writing.
11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the parties set out herein shall survive the Closing.
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12. GENERAL PROVISIONS
12.1 FURTHER ASSURANCES. From time to time, each party will execute such
additional instruments and take such actions as may be reasonably required to
carry out the intent and purposes of this agreement.
12.2 WAIVER. Any failure on the part of either party hereto to comply with any
of its obligation, agreements, or conditions hereunder may be waived only in
writing by the party to whom such compliance is owed.
12.3 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.
12.4 NOTICES. All notices and other communications hereunder shall be in writing
and shall be deemed to have been given if delivered in person or sent by prepaid
first-class certified mail, return receipt requested or recognized commercial
courier service as follows:
If to FTI and the Shareholders, to:
Futronix, Inc.
0000 X. Xxxxxxxxxx Xxxxxxx
Xxxxxxxxx, XX 00000
With a copy to Xxxxxx X. Xxxxxxx, Esq., Burgess, Harrell, Xxxxxxx, Xxxxx &
Xxxxxx, P.A., 0000 Xxxxxxxx Xxxx., Xxxxxxxx, XX 00000.
If to CAI and CAI Shareholder:
FourthCai, Inc
00000 X. Xxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
With a copy to Xxxx X. Xxxxxxxx, Esq., Xxxxx & Xxxxxxxx, 000 X. Xxxx Xxxxxx,
Xxxxx 000, Xxxxxxxxx, XX 00000.
12.5. GOVERNING LAW. This agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Arizona.
12.6. ASSIGNMENT. This agreement shall inure to the benefit of, and be binding
upon, the parties hereto and their successors and assigns; provided, however,
that any assignment or delegation by a party of its rights or duties under this
Agreement without the written consent of each other party shall be void.
12.7. COUNTERPARTS. 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. Signatures sent by facsimile
transmission shall be deemed to be evidence of the original execution thereof.
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12.8. CLOSING DATE. The Closing shall take place upon the fulfillment by each
party of all the conditions of Closing required herein, but not later than 20
days following execution of this agreement unless extended by written consent of
a majority in interest of the Shareholders and CAI.
12.9. REVIEW OF THE AGREEMENT. Each party acknowledges that it has had time to
review this agreement and, as desired, consult with counsel. In the
interpretation of this agreement, no adverse presumption shall be made against
any party on the basis that it has prepared, or participated in the preparation
of, this agreement.
12.10. SCHEDULES. Each party shall acknowledge and date all schedules attached
hereto, if any, by signature or initials thereon.
12.11. EFFECTIVE DATE. The effective date of this agreement shall be upon its
execution by the last signing party.
12.12. MODIFICATIONS. This instrument may be modified only by a writing signed
by all parties.
IN WITNESS WHEREOF, the parties have executed this agreement this 20 day of
March 2002.
Futronix, Inc.
By: /s/ Xxxxx Xxxxxxx
--------------------------------------
Xxxxx Xxxxxxx, President & Director
FourthCai, Inc.
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxxx, President & Director
Corporate Architects, Inc.
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxxx, President & Director
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/s/ Xxxxx Xxxxxxx
-------------------------------------- March 20, 2002
Xxxxx Xxxxxxx, Individually
/s/ Xxxxx Xxxxxxxx
-------------------------------------- March 20, 2002
Xxxxx Xxxxxxxx, Individually
/s/ Xxx Xxxxx
-------------------------------------- March 20, 2002
Xxx Xxxxx, Individually
/s/ Xxxx Xxxxxx
-------------------------------------- March 20, 2002
Xxxx Xxxxxx, Individually
/s/ Xxx Xxxxxxxx
-------------------------------------- March 20, 2002
Xxx Xxxxxxxx, Individually
/s/ Xxxx Xxxxxxx
-------------------------------------- March 20, 2002
Xxxx Xxxxxxx, Individually
/s/ Xxxxx Xxxxx
-------------------------------------- March 20, 2002
Xxxxx Xxxxx, Individually
/s/ Xxxxxx Xxxxx
-------------------------------------- March 20, 2002
Xxxxxx Xxxxx, Individually
/s/ Xxxxx XxXxxxxxx
-------------------------------------- March 20, 2002
Xxxxx XxXxxxxxx, Individually
/s/ Xxxxxxx Xxxxx
-------------------------------------- March 20, 2002
Xxxxxxx Xxxxx, Individually
/s/ Xxxx Xxxxxxx
-------------------------------------- March 20, 2002
Xxxx Xxxxxxx, Individually
/s/ Xxx Xxxx
-------------------------------------- March 20, 2002
Xxx Xxxx, Individually
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EXHIBIT A
Shareholder Current Shares Exchanged Shares
----------- -------------- ----------------
Xxxxx Xxxxxxx 369,200 3,341,750
Xxxxx Xxxxxxxx 369,200 3,341,750
Xxx Xxxxx 100,000 1,000,000
Xxxx Xxxxxx 100,000 1,000,000
Xxx Xxxxxxxx 16,700 167,000
Xxxx Xxxxxxx 7,900 79,000
Xxxxx Xxxxx 7,900 79,000
Xxxxxx Xxxxx 7,900 79,000
Xxxxx XxXxxxxxx 5,500 55,000
Xxxxxxx Xxxxx 5,500 55,000
Xxxx Xxxxxxx 5,100 51,000
Xxx Xxxx 5,100 51,000
--------- ---------
Total: 1,000,000 shares 9,299,500 shares
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EXHIBIT B1
Shareholder Current Shares Pre-Exchange Shares
----------- -------------- -------------------
Corporate Architects, Inc. 5,000,000 694,444
Xxxxxxx X. Xxx 30,000 4,167
Xxxx X. Xxxxx 10,000 1,389
--------- -------
5,040,000 700,000
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