AGREEMENT AND PLAN OF REORGANIZATION

EXHIBIT 2

AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION among XXXXXXX TECHNOLOGIES, CORPORATION, a Delaware corporation ("Xxxxxxx Tech"), XXXXXXX TECHNOLOGIES, LLC, a Nebraska Limited Liability Corporation, (“Xxxxxxx LLC”), and Xxxxx Xxxxxxxxx, as Sole Manager of Xxxxxxx under the Management Agreement and as the authorized representative of all of the Member of Xxxxxxx LLC (“Members”).

Whereas, Xxxxxxx Tech wishes to acquire and Members wish to transfer all of the issued and outstanding Membership Certificates (“Certificates”) of Xxxxxxx LLC in a transaction intended to qualify as a reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the "Exchange").

Now, therefore, Xxxxxxx Tech, Xxxxxxx LLC, and the Members adopt this Plan of Reorganization and agree as follows:

1.

EXCHANGE OF STOCK

1.1.

NUMBER OF SHARES.  The Members agree to transfer to Xxxxxxx Tech at the Closing (defined below) the number of Membership Certificates evidencing their ownership in Xxxxxxx LLC shown opposite their names in Exhibit “A”, in exchange for 10,000,000 shares of voting common stock of Xxxxxxx Tech, having a $0.001  par value per share.

1.2.

EXCHANGE OF CERTIFICATES.  Members, as holders of the outstanding Membership Certificates representing ownership of Xxxxxxx LLC shall surrender such Certificates for cancellation to Xxxxxxx Tech, and shall receive in exchange a Certificate or Certificates representing the number of full shares of Xxxxxxx Tech common stock into which the Membership Certificates of Xxxxxxx LLC so surrendered shall have been converted.  The transfer of Xxxxxxx LLC Membership Certificates by the Members shall be effected by the delivery to Xxxxxxx Tech at the closing of the Certificates representing the transferred Membership Certificates endorsed in blank or accompanied by lawful powers of transfer executed in the name of Xxxxxxx Tech.

1.3.

FRACTIONAL SHARES.  Fractional shares of Xxxxxxx Tech common stock shall not be issued, but in lieu thereof Xxxxxxx Tech 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 Members shall execute such additional instruments and take such other action as Xxxxxxx Tech may request in order more effectively to sell, transfer, and assign the transferred Membership Certificates to Xxxxxxx Tech and to confirm Xxxxxxx Tech's title thereto.

2.

CLOSING

2.1.

MANNER.  The Closing contemplated herein shall be held at the offices of Xxxxxxx & Xxxxxxx, of 000 Xxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxxx, without requiring the meeting of the parties hereof, on the 29^th day of July, 2004.  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 all the parties to this Agreement.

2.2.

EXECUTION OF DOCUMENTS.  Any copy, facsimile telecommunication or other reliable reproduction of 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.

3.

UNEXCHANGED CERTIFICATES.   Until surrendered, each outstanding Membership Certificate that prior to the Closing represented Xxxxxxx LLC Membership Certificates shall be deemed for all purposes, other than the payment of dividends or other distributions, to evidence ownership of Xxxxxxx Tech common stock into which it was converted.  No dividend or other distribution shall be paid to the holders of Membership Certificates of Xxxxxxx LLC.

4.

REPRESENTATIONS AND WARRANTIES OF XXXXXXX TECH

Xxxxxxx Tech represents and warrants as follows:

4.1.

CORPORATE ORGANIZATION AND GOOD STANDING.  Xxxxxxx Tech is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is qualified to do business as a foreign corporation in each jurisdiction, if any, in which its property or business requires such qualification.

4.2.

REPORTING COMPANY STATUS.  Xxxxxxx Tech has filed with the Membership Certificates and Exchange Commission a registration statement on Form 10-SB which became effective pursuant to the Membership Certificates Exchange Act of 1934 and is a reporting company pursuant to Section 12(g) thereunder.  Xxxxxxx Tech is currently in default of its annual and quarterly reports.

4.3.

CAPITALIZATION.  Xxxxxxx Tech's authorized shares of common stock and preferred stock are as follows, to-wit:

Common

60,000,000

$ 0.001 par value

4.4.

ISSUED STOCK.  All the outstanding shares of its common stock (262,339) are duly authorized and validly issued, fully paid and non-assessable.

4.5.

STOCK RIGHTS.  Except as set out by the Order Confirming First Modified Plan of Liquidation by the Bankruptcy Court in Case No. 03-27973-KCF in the District of New Jersey, there are no stock grants, options, rights, warrants or other rights to purchase or obtain Xxxxxxx Tech common or preferred stock issued or committed to be issued.

4.6.

CORPORATE AUTHORITY.  Xxxxxxx Tech has all requisite corporate power and authority to own, operate and lease its properties, to carry on its business as it is now being conducted and to execute, deliver, perform and conclude the transactions contemplated by this agreement and all other agreements and instruments related to this agreement.

4.7.

AUTHORIZATION.  Execution of this agreement has been duly authorized and approved by Xxxxxxx Tech's Board of Directors.

4.8.

SUBSIDIARIES.  Xxxxxxx Tech has no subsidiaries.

4.9.

ABSENCE OF UNDISCLOSED LIABILITIES.  Except as may be set out by Exhibit 4.5, Xxxxxxx Tech does not have at that date any liabilities or obligations (secured, unsecured, contingent, or otherwise) of a nature customarily reflected in a corporate balance sheet prepared in accordance with generally accepted accounting principles.

4.10.

NO MATERIAL CHANGES.  There has been no material adverse change in the business, properties, or financial condition of Xxxxxxx Tech since the date of the Xxxxxxx Tech Financial Statements.

4.11.

LITIGATION.  Except as may be set out by attached schedule, there is not, to the knowledge of Xxxxxxx Tech, any pending, threatened, or existing litigation, bankruptcy, criminal, civil, or regulatory proceeding or investigation, threatened or contemplated against Xxxxxxx Tech or against any of its officers.

4.12.

CONTRACTS.  Except as may be set out by attached schedule, Xxxxxxx Tech is not a party to any material contract not in the ordinary course of business that is to be performed in whole or in part at or after the date of this agreement.

4.13.

TITLE. Xxxxxxx Tech has no real property or other property, except for the listed account included in the Xxxxxxx Tech Financial Statements.  

4.14.

NO VIOLATION.  Consummation of the Exchange will not constitute or result in a breach or default under any provision of any charter, bylaw, indenture, mortgage, lease, or agreement, or any order, judgment, decree, law, or regulation to which any property of Xxxxxxx Tech is subject or by which Xxxxxxx Tech is bound.

5.

REPRESENTATIONS AND WARRANTIES OF THE MEMBERS

The Members, individually, represent and warrant as follows:

5.1.

TITLE TO MEMBERSHIP CERTIFICATES. The Members are the owners, free and clear of any liens and encumbrances, of the number of Membership Certificates which are listed in the attached Exhibit “A” and which they have contracted to exchange.

5.2.

MEMBERS RIGHTS. Members disclaim any options, rights, warrants or other rights to purchase or obtain additional Membership Certificates.

5.3.

MEMBERS CERTIFICATES.  Members shall transfer herewith all Membership Certificates of Xxxxxxx LLC owned legally or beneficially by Members.

5.4.

LITIGATION. There is no litigation or proceeding pending, or to Members' knowledge threatened, against or relating to Membership Certificates of Xxxxxxx LLC held by the Members.

6.

REPRESENTATIONS AND WARRANTIES OF XXXXXXX LLC

Xxxxxxx LLC represents and warrants as follows:

6.1.

ORGANIZATION AND GOOD STANDING.  Xxxxxxx LLC is a Limited Liability Company duly organized, validly existing, and in good standing under the laws of the State of Nebraska and is qualified to do business in any state in which its property or business requires such qualification.

6.2.

CAPITALIZATION.  Xxxxxxx LLC's ownership consists of Membership Certificates, of which 10,000,000 Certificates evidencing ownership interest are outstanding.

6.3.

ISSUED CERTIFICATES.  All the issued and outstanding Membership Certificates are duly authorized and validly issued, fully paid and non-assessable.

6.4.

MEMBERS RIGHTS.  Except as may be set out by attached schedule, there are no stock grants, options, rights, warrants or other rights to purchase or obtain Xxxxxxx LLC Certificates issued or committed to be issued.

6.5.

AUTHORITY.  Xxxxxxx LLC has all requisite power and authority to own, operate and lease its properties, to carry on its business as it is now being conducted and to execute, deliver, perform and conclude the transactions contemplated by this agreement and all other agreements and instruments related to this agreement.

6.6.

AUTHORIZATION.  Execution of this agreement has been duly authorized and approved by the Manager and the Members.

6.7.

SUBSIDIARIES.  Except as may be set out by attached schedule, Xxxxxxx LLC has no subsidiaries.

6.8.

ABSENCE OF UNDISCLOSED LIABILITIES.  Xxxxxxx LLC does not have any liabilities or obligations (secured, unsecured, contingent, or otherwise) of a nature customarily reflected in a corporate balance sheet prepared in accordance with generally accepted accounting principles.

6.9.

NO MATERIAL CHANGES.  Except as may be set out by attached schedule, there has been no material adverse change in the business, properties, or financial condition of Xxxxxxx LLC since the date of the Xxxxxxx LLC Financial Statements.

6.10.

LITIGATION.  There is not, to the knowledge of Xxxxxxx LLC, any pending, threatened, or existing litigation, bankruptcy, criminal, civil, or regulatory proceeding or investigation, threatened or contemplated against Xxxxxxx LLC or against any of its officers.

6.11. TAX RETURNS.  Except as may be set out by attached schedule, all required tax returns for federal, state, county, municipal, local, foreign and other taxes and assessments have been properly prepared and filed by Xxxxxxx LLC for all years for which such returns are due unless an extension for filing any such return has been filed.  Any and all federal, state, county, municipal, local, foreign and other taxes and assessments, including any and all interest, penalties and additions imposed with respect to such amounts have been paid or provided for.  The provisions for federal and state taxes reflected in the Xxxxxxx LLC Financial Statements are adequate to cover any such taxes that may be assessed against Xxxxxxx LLC in respect of its business and its operations during the periods covered by the Xxxxxxx LLC Financial Statements and all prior periods.

6.12.

NO VIOLATION.  Consummation of the Exchange will not constitute or result in a breach or default under any provision of any charter, bylaw, indenture, mortgage, lease, or agreement, or any order, judgment, decree, law, or regulation to which any property of Xxxxxxx LLC is subject or by which Xxxxxxx LLC is bound.

7.

CONDUCT PENDING THE CLOSING

Xxxxxxx Tech, Xxxxxxx LLC and the Members covenant that between the date of this agreement and the Closing as to each of them:

7.1.

No change will be made in the charter documents, operating agreement, by-laws, or other corporate documents of Xxxxxxx Tech or Xxxxxxx LLC.

7.2.

Xxxxxxx LLC and Xxxxxxx Tech will use their best efforts to maintain and preserve their business organization, employee relationships, and goodwill intact, and will not enter into any material commitment except in the ordinary course of business.

7.3.

Members will not sell, transfer, assign, hypothecate, lien, or otherwise dispose or encumber the Membership Certificates.

8.

CONDITIONS PRECEDENT TO OBLIGATION OF XXXXXXX LLC AND THE MEMBERS

Xxxxxxx LLC's and the Members' obligation to consummate the Exchange shall be subject to fulfillment on or before the Closing of each of the following conditions, unless waived in writing:

8.1.

XXXXXXX TECH'S REPRESENTATIONS AND WARRANTIES.  The representations and warranties of Xxxxxxx Tech set forth herein shall be true and correct at the Closing as though made at and as of that date, except as affected by transactions contemplated hereby.

8.2.

XXXXXXX TECH'S COVENANTS.  Xxxxxxx Tech shall have performed all covenants required by this agreement to be performed by it on or before the Closing.

8.3.

BOARD OF DIRECTOR APPROVAL.  This Agreement shall have been approved by the board of directors of Xxxxxxx Tech.

8.4.

SUPPORTING DOCUMENTS OF XXXXXXX TECH.  Xxxxxxx Tech shall have delivered to Xxxxxxx LLC and the Members supporting documents in form and substance reasonably satisfactory to Xxxxxxx LLC and the Members, to the effect that:

(a)

Xxxxxxx Tech is a corporation duly organized, validly existing, and in good standing;

(b)

Copies of the resolutions of the board of directors of Xxxxxxx Tech authorizing the execution of this agreement and the consummation hereof;

(c)

Secretary's certificate of incumbency of the officers and directors of Xxxxxxx Tech;

(d)

Any document as may be specified herein or required to satisfy the conditions, representations and warranties enumerated elsewhere herein.

9.

CONDITIONS PRECEDENT TO OBLIGATION OF XXXXXXX TECH

Xxxxxxx Tech's obligation to consummate the Exchange shall be subject to fulfillment on or before the Closing of each of the following conditions, unless waived in writing:

9.1.

XXXXXXX LLC'S AND THE MEMBERS' REPRESENTATIONS AND WARRANTIES.  The representations and warranties of Xxxxxxx LLC and the Members set forth herein shall be true and correct at the Closing as though made at and as of that date, except as affected by transactions contemplated hereby.

9.2.

XXXXXXX LLC'S AND THE MEMBERS' COVENANTS.  Xxxxxxx LLC and the Members shall have performed all covenants required by this agreement to be performed by them on or before the Closing.

9.3.

MANAGER’S APPROVAL.  This Agreement shall have been approved by the Manager of Xxxxxxx LLC.

9.4.

MEMBERS’ APPROVAL.  This Agreement shall have been executed by the Manager under the Operating Agreement of Xxxxxxx LLC and the authority granted to Manager by the Members.

9.5.

SUPPORTING DOCUMENTS OF XXXXXXX LLC.  Xxxxxxx LLC shall have delivered to Xxxxxxx Tech supporting documents in form and substance reasonably satisfactory to Xxxxxxx Tech to the effect that:

(a)

Xxxxxxx LLC is a Nebraska corporation duly organized, validly existing, and in good standing;

(b)

Xxxxxxx LLC's Members are as set forth herein;

(c)

Copies of the actions of the Manager of Xxxxxxx LLC authorizing the execution of this agreement and the consummation hereof;

(d)

Secretary's certificate of incumbency of the Manager and officers of Xxxxxxx LLC;

(e)

The Members shall deliver an “Investment Letter” signed in substantially the form attached hereto as Exhibit “B”.

(f)

Any document as may be specified herein or required to satisfy the conditions, representations and warranties enumerated elsewhere herein.

10.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  The representations and warranties of Xxxxxxx LLC, the Members and Xxxxxxx Tech set out herein shall survive the Closing.

11.

ARBITRATION

11.1

SCOPE.  The parties hereby agree that any and all claims (except only for requests for injunctive or other equitable relief) whether existing now, in the past or in the future as to which the parties or any affiliates may be adverse parties, and whether arising out of this agreement or from any other cause, will be resolved by arbitration before the American Arbitration Association within the State of Nebraska.

11.2

CONSENT TO JURISDICTION, SITUS AND JUDGEMENT.  The parties hereby irrevocably consent to the jurisdiction of the American Arbitration Association and the situs of the arbitration (and any requests for injunctive or other equitable relief) within the State of Nebraska.  Any award in arbitration may be entered in any domestic or foreign court having jurisdiction over the enforcement of such awards.

11.3.

APPLICABLE LAW.  The law applicable to the arbitration and this agreement shall be that of the State of Nebraska, determined without regard to its provisions which would otherwise apply to a question of conflict of laws.

11.4.

DISCLOSURE AND DISCOVERY.  The arbitrator may, in its discretion, allow the parties to make reasonable disclosure and discovery in regard to any matters which are the subject of the arbitration and to compel compliance with such disclosure and discovery order.  The arbitrator may order the parties to comply with all or any of the disclosure and discovery provisions of the Federal Rules of Civil Procedure, as they then exist, as may be modified by the arbitrator consistent with the desire to simplify the conduct and minimize the expense of the arbitration.

11.5.

RULES OF LAW.  Regardless of any practices of arbitration to the contrary, the arbitrator will apply the rules of contract and other law of the jurisdiction whose law applies to the arbitration so that the decision of the arbitrator will be, as much as possible, the same as if the dispute had been determined by a court of competent jurisdiction.

11.6.

FINALITY AND FEES.  Any award or decision by the American Arbitration Association shall be final, binding and non-appealable except as to errors of law or the failure of the arbitrator to adhere to the arbitration provisions contained in this agreement. Each party to the arbitration shall pay its own costs and counsel fees except as specifically provided otherwise in this agreement.

11.7.

MEASURE OF DAMAGES.  In any adverse action, the parties shall restrict themselves to claims for compensatory damages and\or Membership Certificates issued or to be issued and no claims shall be made by any party or affiliate for lost profits, punitive or multiple damages.

11.8.

COVENANT NOT TO XXX.  The parties covenant that under no conditions will any party or any affiliate file any action against the other (except only requests for injunctive or other equitable relief) in any forum other than before the American Arbitration Association, and the parties agree that any such action, if filed, shall be dismissed upon application and shall be referred for arbitration hereunder with costs and attorney's fees to the prevailing party.

11.9.

INTENTION. It is the intention of the parties and their affiliates that all disputes of any nature between them, whenever arising, whether in regard to this agreement or any other matter, from whatever cause, based on whatever law, rule or regulation, whether statutory or common law, and however characterized, be decided by arbitration as provided herein and that no party or affiliate be required to litigate in any other forum any disputes or other matters except for requests for injunctive or equitable relief.  This agreement shall be interpreted in conformance with this stated intent of the parties and their affiliates.

11.10.

SURVIVAL.  The provisions for arbitration contained herein shall survive the termination of this agreement for any reason.

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 obligations, agreements, or conditions hereunder may be waived 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 Xxxxxxx Tech, to:

XXXXXXX TECHNOLOGIES CORPORATION

0000 Xxxxx 000^xx Xxxxxx

Xxxxx XX 00000

If to Xxxxxxx LLC, to:

XXXXXXX TECHNOLOGIES, LLC

0000 Xxxxx 000^xx Xxxxxx

Xxxxx XX 00000

If to the Members, to:

Xxxxx Xxxxxxxxx

0000 Xxxxx 000^xx Xxxxxx

Xxxxx 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 Nebraska.

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 by any party of its rights under this agreement without the written consent of each other party shall be void.

12.7.

COUNTERPARTS.  This agreement may be executed simultaneously 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.

12.8.

REVIEW OF 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.

12.9.

EFFECTIVE DATE.  The effective date of this agreement shall be July 28, 2004.

*****

#

SIGNATURE PAGE TO AGREEMENT AND PLAN OF REORGANIZATION AMONG XXXXXXX TECH, XXXXXXX LLC AND THE MEMBERS OF XXXXXXX LLC

IN WITNESS WHEREOF, the parties have executed this agreement.

XXXXXXX TECHNOLOGIES CORPORATION

By

/s/   Xxxxx Xxxxxxxxx

Xxxxx Xxxxxxxxx, Director, President, Chief

Executive Officer and Chief Operations

Officer

XXXXXXX TECHNOLOGIES, LLC

By

/s/   Xxxxx Xxxxxx

Xxxxx Xxxxxx, Sole Director, President and

Secretary

MEMBERS

By

/s/   Xxxxx Xxxxxxxxx

Xxxxx Xxxxxxxxx, as Manager under authority

granted in Operating Agreement and under

separate written authority given by each

Member listed in Exhibit “A” hereto

#

EXHIBIT “A” (5.1)

Last/Company Name	First	No. of Units
Xxxxxxxxx	Xxxxxxx	10,000
Xxxxx	Xxxx	210,000
Xxxxxx	Xxxxx	10,000
Cloud	Xxxxxx	5,000
Xxxxxx	Xxxx Xxxx	10,000
Xxxxxxx	Xxxxx	10,000
Xxxxxxxx	Xxxxxx & Xxxxxxxx	100,000
Xxxxxxxxxxx	Xxxxxxx & Xxxxx	100,000
Xxxxxxxxxxx	Xxxxxxx & Xxxxx	100,000
Xxxxxxxxxxx	Xxxxxxx & Xxxxx	62,000
Xxxx	Xxxxxxx	10,000
Xxxxx	Xxxx	5,000
Emerging Ventures	Xxxxx Xxxxxxx III	67,500
Xxxxxx	Xxx	10,000
Xxxxx	Xxx	8,000
Xxxx	Xxxx	200,000
Xxxxxxxxx	Xxxxxx	2,996,750
Xxxxxx	Xxxxxxx	80,000
Xxxxx	Xxxxx	100,000
Xxxxxxxxxx	Xxxxx & Xxxx	50,000
Xxxxxxxxx	XxXxx	10,000
Xxxxxx	Xxxxxx	25,000
Xxxxxxx	Xxxxxx	50,000
Xxxxxxxxx	Xxxxxxx	10,000
Xxxxx	Xxxx	100,000
Xxxxx	Xxxx	50,000
Xxxxx	Xxxxxx	50,000
Xxxxxxxx	Xxxx	5,000
Xxxxxxxx-Xxxxxxxxx	Xxxxxx	10,000
Xxxxxx	Xxxxxxx	10,000
Xxxx	Xxxxxx	1,000
Xxxxxxxxxx	Xxxx A. & Xxxxxxxx X.	16,000
Xxxxxxx	Xxxxx	251,250
Xxxxxx	Xxxxx & Xxxx	100,000
Kaschke Investments LLC	Marc	400,000
Xxxxx	Xxx	80,000
Xxxxxxx	Xxxxx J.	100,000
Xxxxxxx	Xxxxx J.	50,000
Xxxxxxxx Investments	Xxxxxxx Xxxxxxxx	40,000
Xxxxx	Xxxxxxxx & Xxxxx	50,000
Xxxxxx	Xxxxx & Xxxxx	25,000
Xxxxxx	Xxxxx	10,000
Xxxxxxxxx	Xxxxxx	25,000
Marriott	Xxxxx	5,000
Xxxx	Xxxx	10,000
XxXxxxxx	Xxxxxx	10,000
Xxxxxx	Xxx	5,000
Xxxxxx	Xxxxxx	150,000
Xxxxxx	Xxxxxx	60,000
Xxxxxxx	Xxxxxx	100,000
Xxxxxxx	Xxxxxx	20,000
Xxxxxx	Xxxxx	5,000
Xxxxxx	Xxxx	25,000
Xxxxxx	Xxxx	10,000
Xxxxxx	Xxxxxx	10,000
Xxxxxxx	Xxxxxx	1,500
Norskov	Don	3,000
Xxxxxxx	Xxxxxx	25,000
Xxxxxxxx	Xxxx	3,000
Xxxxx	Xxx & Xxxx	10,000
Xxxxx	Xxx	40,000
Rehtmeyer	Xxxx Xx. & Xxxxx	25,000
Xxxxxx	Xxxx	10,000
Xxxxxx	Xxxx	50,000
Xxxxxxx	Xxxx	500,000
Rippetto	Xxxxx	5,000
Rippetto Jr.	J Xxxxxxx	15,000
Xxxxxxx Jr.	Xxxxx	500,000
Xxxxxxx Sr.	Louis	400,000
Xxxx	Xxxxxxx & Xxxxxx	5,000
Xxxx	Xxxxxxx & Xxxxxx	10,000
Xxxx	Xxxxxxx & Xxxxxx	60,000
Xxxxxxxx	Xxxxx	10,000
Xxxxxxx	Xxx	5,000
Xxxxx	Xxxx	5,000
Seeker Fund	Xxxx Xxxxxxxxxxxxx	50,000
Xxxxxxxxxx	Xxxxxxx	160,000
Xxxxxxxxxx	Xxxxxxx	50,000
Xxxxxxx	Xxxx	7,500
Xxxxxxx	Xxxxx	10,000
Xxxxxxxxx	Xxxxxxxxx	50,000
Xxxxx	Xxxxx	24,000
Xxxxx	Xxxxx	1,000
Xxxxx	Xxxxxxx	24,000
Xxxxx	Xxxxxxx	1,000
Xxxxx	Xxxxxxxxx	24,000
Xxxxx	Xxxxxxxxx	1,000
Xxxxxxxx	Xxxxxx & Xxxxxxxx	25,000
Xxxxx	Xxxxx	7,500
Xxxxxxx	Xxxxxxx	10,000
Xxxxxx	Xxxxxxx	6,000
Xxxxxx	Xxxxxxx	9,000
Wayzata LLC	Xxxxx Xxxxx	500,000
Wayzata LLC	Xxxxx Xxxxx	500,000
Wayzata LLC	Xxxxx Xxxxx	500,000
Wayzata LLC	Xxxxx Xxxxx	20,000
Wayzata LLC	Xxxxx Xxxxx	20,000
Wayzata LLC	Xxxxx Xxxxx	20,000
Wayzata LLC	Xxxxx Xxxxx	20,000
Wayzata LLC	Xxxxx Xxxxx	20,000
Wayzata LLC	Xxxxx Xxxxx	20,000
Wayzata LLC	Xxxxx Xxxxx	20,000
Wayzata LLC	Xxxxx Xxxxx	20,000
Wayzata LLC	Xxxxx Xxxxx	100,000
Wayzata LLC	Xxxxx Xxxxx	65,000
Xxxx	Xxxxxx	5,000
Xxxxx	Xxxxx A.	5,000
		10,000,000

#

EXHIBIT 6.4

The following individuals have placed monies in the form of debt to be converted at the option of the Manager to Membership Certificates or Stock Certificates in the event the LLC is converted to a stock corporation or completes a share exchange, to-wit:

		Total Membership
Last/Company	First	Certificates/Shares
Xxxxxxxxx	Xxxx & Xxxxx	30,000
Xxxxxxxxx	Xxxxxx	30,000
Xxxxx	Xxxx	49,250
Xxxxxxx III	Louis	50,002
Xxxxxxxx Investments	Xxxxxxx Xxxxxxxx	53,167
Xxxxxx	Xxxxxx	60,000
Xxxxxxx	Xxxxx	65,250
Xxxxx	Xxxx	69,999
Xxxxxxxx	Xxxx	75,000
Xxxxxxxx	Xxxxx	125,000
Emerging Venture II, LLC	Xxxxx Xxxxxxx III	155,957
Xxxxxxx Sr.	Xxxxx	200,001
Xxxxxxx Jr.	Louis	300,000
Xxxxxxxxx	Xxxxxxx	2,500
Xxxx	Xxxx	15,000
Xxxxxx	Xxxxx	2,500
Xxxxx	Xxxxx	7,500
Xxxxxxxx	Xxxxxx & Xxxxxxx	3,500
Xxxxxx	Xxxx Xxxx	2,500
Xxxxxxx	Xxxxx A.	2,500
Xxxxxxxxxxx	Xxxxxxx	33,000
Xxxx	Xxxxxxx	2,500
Xxxxx	Xxxxxxx	5,000
Xxxxx	Xxxx	1,500
Xxxxxx	Xxx	2,500
Xxxxx	Xxx	2,000
Xxxx	Xxxxxx	75,000
Xxxx	Xxxxxx	100,000
Xxxx	Xxxx & Xxxx	150,000
Xxxxxxxxxxx	Xxx	5,000
Xxxxxx	Xxxxxxx	25,000
Xxxxxxxxxx	Xxxxx	25,000
Xxxxxx Stables LTD	Xxxxxx Xxxxxx	9,375
Xxxxxxxxx	Xxxxxxx	2,500
Xxxxxxxxx	Xxxx	6,500
Xxxxxxxxx	Xxxxxx	4,000
Xxxxxx	Xxxxxxx	2,500
Xxxxxxxxxx	Xxxx & Xxxxxxxx	3,990
Xxxxxx	Xxxxx & Xxxx	75,000
Xxxxxxx	Xxxxx	25,000
Xxxxxxx	Xxxxx	6,000
Xxxxx	Xxx	25,000
Xxxxxxxxx	Xxxxx	1,000
Xxxxx	Xxxxxxxx & Xxxxx	15,000
Xxxxxx	Xxxxx & Xxxxx	18,750
Xxxxxx	Xxxxx	2,500
Xxxxxxxxx	Xxxxxx	6,500
Xxxxxxxx	Xxxxxx	40,000
Xxxx	Xxxx	3,000
XxXxxxxx	Xxxxxx	2,500
XxXxxxxxxx	Xxxxxxx	7,500
Xxxxxx	Xxxxx	75,000
Xxxxxx	Xxxxx	1,250
Xxxxxx	Xxxxxx	2,500
Xxxxx	Xxxxxx	37,500
Xxxxxxxx	Xxxxxxx	3,750
Xxxxx	Xxxxxx	75,000
Xxxxx	Xxx Xxxx	12,000
Xxxxxxxxx	Xxxxxx	5,000
Xxxxxxxxx	Xxxxxxx	5,000
Xxxxxx	Xxxx	2,500
Xxxxxxxx	Xxxxx	1,000
Xxxxxxxx	Xxx	9,750
Xxxx	Xxxxxxx & Xxxxxx	10,000
Xxxxxx	Xxxxxx	5,000
Xxxxxxxx	Xxxxx	2,500
Xxxxx	Xxxx	1,250
Xxxxxxx	Xxxxxx & Xxx	9,000
Xxxxxxx	Xxxxxx & Xxxxx	22,500
Xxxxx	Xxxx & Xxxxx	45,000
Xxxxxxx	Xxxxx	2,500
Xxxxxxxxx	Xxxxxxxxx	6,000
Tra-Xxx Enterprises	Xxx XxXxxx	10,000
Xxxxxxx	Xxxxxxx	2,500
Xxxxxx	Xxxxxxx	19,999
Xxxxxx	Xxxx	15,000
Xxxxxxx	Xxxxxx	2,500
Xxxxxxx	Xxxx	100,000
Xxxxxxx	Xxxx	20,000
Xxxxxxx	Xxxxxx	2,500
Xxxxxxx-Xxxxxxx	Elanna & Xxxxxxx	10,000
Xxxxxx	Xxxxxx & Xxxxxxx	5,000
Xxxxxx	Xxxxxxx	10,000
Xxxxx	Xxxx	5,000
Xxxxx	Xxxxx	8,500
Xxxxx	Xxxx & Xxxxxx	10,000
		2,537,740
		Total

The following entity has placed monies and is entitled to receive stock in the share exchange, to-wit:

Last/Company Name	First	No. of Units
Locate Networks	Xxxxxxx Xxxxxxx	1,250,000

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EXHIBIT 6.7

Fifty Percent (50%) of Trace, LLC, a Nebraska Limited Liability Corporation, is owned by Xxxxxxx Technologies, LLC.

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EXHIBIT “B” (9.5)

INVESTMENT LETTER

To:

The Board of Directors of Xxxxxxx Technologies Corporation

In connection with our exchange and receipt of _________________ shares of Xxxxxxx Technologies Corporation restricted common stock, we represent to you that we are acquiring such shares for investment for my own account and not with a view to resell or otherwise transfer such shares and that we do not intend to resell or otherwise dispose of all or any part of such shares unless and until we determine at some future date that changed circumstances, not now being contemplated, make such disposition advisable.  In such event, we will subsequently register my securities under the Securities Act of 1933 unless an exemption from such registration is available.  Before resales are made, an opinion of counsel satisfactory to the corporation, or a no-action letter, will be furnished stating that the sale may be made without violating the Securities Act.

We confirm our understanding and agreement that Xxxxxxx Technologies Corporation is transferring its capital stock to us under the Securities Act of 1933 in reliance on the foregoing representation and agreement.

Dated:

_________________________

___________________________________

___________________________________

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