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AGREEMENT AND PLAN OF SHARE EXCHANGE
AGREEMENT AND PLAN OF SHARE EXCHANGE (the "Agreement") dated this
30th day of November, 1997, by and between MO CENTER INTERNATIONAL
INC., a Nevada corporation ("INFO CENTER INTERNATIONAL"), INFO CENTER,
INC., a Washington corporation ("INFO CENTER!'), and XX XXXXXXXX
MANAGEMENT INC., sole shareholder of INFO CENTER, ("WJM').
WHEREAS, the Boards of Directors of INFO CENTER INTERNATIONAL AND
INFO CENTER deem it advisable and in the best interests its of MO
CENTER INTERNATIONAL AND INFO CENTER that INFO CENTER INTERNATIONAL
acquire INFO CENTER by exchanging all of the issued and outstanding
shares of INFO CENTER for shares of INFO CENTER INTERNATIONAL (the
"Share Exchange"); and
WHEREAS, the Boards of Directors of INFO CENTER INTERNATIONAL and
INFO CENTER have approved and adopted this Agreement as a "plan of
reorganization" within the meaning of Sect-Ion 368(a)(1)(B) of the
Internal Revenue Code of 1986, as amended;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements, provisions and conditions contained herein, and for other
goods and valuable consideration, the adequacy and receipt of which are
hereby acknowledged, the parties hereto agree that INFO CENTER shall be
merged with and into INFO CENTER INTERNATIONAL, the latter of which
shall continue its corporate existence and be the corporation surviving
the Share Exchange, upon and subject to the following terms and
conditions:
ARTICLE I
GENERAL TERMS AND PROVISIONS
Section 1.01. Effectiveness. At November 30, 1997, (the "Effective
Date"), INFO CENTER INTERNATIONAL shall issue new INFO CENTER
INTERNATIONAL Common Stock in exchange for all of the outstanding INFO
CENTER Stock on the terms provided herein, and INFO CENTER shall become
a wholly-owned subsidiary of INFO CENTER INTERNATIONAL.
Section 1.02, Taking of Necessary Action, INFO CENTER
INTERNATIONAL and INFO CENTER shall take all such actions as may be
necessary or appropriate in order to effectuate the transactions
contemplated by this Agreement, If, at any time after the Effective
Date, any further action is necessary or desirable to carry out the
purpose of this Agreement or to vest INFO CENTER INTERNATIONAL with
title to any or all of the properties, assets, rights, approvals,
immunities, of INFO CENTER, the officers and directors of INFO CENTER
INTERNATIONAL and its subsidiary, at the expense of INFO CENTER
INTERNATIONAL shall take such necessary or desirable action,
ARTICLE 11
EXCHANGE OF SHARES
Section 2.01. Exchange of Shares. On the Effective Date, INFO
CENTER INTERNATIONAL shall issue 8,000,000 shares of its INFO CENTER
INTERNATIONAL Common Stock to the sole shareholder of INFO CENTER in
exchange for all of the issued and outstanding INFO CENTER Common
Stock.
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Section 2.02. Stock Legends. Certificates representing shares of
INFO CENTER INTERNATIONAL Common Stock shall bear a legend restricting
transfer of the shares of the Common Stock represented by such
certificate in substantially the form set forth below:
"The securities represented by this certificate have not been
registered under the Securities Act of 1933 (the "Act") or
applicable state law, and are 66 restricted securities" as
that term is defined in Rule 144 under the Act. The
securities may not be offered for We, sold, or otherwise
transferred except pursuant to an effective registration
statement under the Act and applicable state law, the
availability of which is to be established to the
satisfaction of the Company."
INFO CENTER INTERNATIONAL shall, from time to time, make stop
transfer notations in its records to ensure compliance in connection
with any proposed transfer of the shares with the Act, and all
applicable state securities laws.
Section 2.03. Dissenting Shareholders. WJM, the sole shareholder
of INFO CENTER waives its right to dissent,
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Each of INFO CENTER INTERNATIONAL and INFO CENTER represents to
the other as follows:
Section 3.01 Capitalization. It has no obligation under any
agreement with any person to register any of its securities under the
1933 Act or any applicable state securities laws and, during the three
years preceding the date of this Agreement, it has not sold or issued
any of its securities in a transaction which was not registered under
the 1933 Act or any applicable state securities law. There are no
preemptive rights with respect to any of its securities,
(a) INFO CENTER, INFO CENTER represents and warrants that its
authorized capital stock consists of 500 shares of Common Stock,
$100.00 par value, 10 of which are issued and outstanding as of
November 30, 1997. All of the issued and outstanding shares of INFO
CENTER are validly issued, fully paid, and nonassessable.
(b) INFO CENTER INTERNATIONAL. INFO CENTER INTERNATIONAL
represents and warrants that its authorized capital stock consists of
1,000,000 shares of Preferred Stock, $0.01 par value per share, none of
which are issued or Outstanding', 50,000,000 shares of Common Stock,
$0,01 par value per share, of which 0 shares were issued and
outstanding as of November 30, 1997,
Section 3.02 Principal Shareholders. No person owns of record or,
to the best of its knowledge, owns beneficially five percent or more of
any class of the issued and outstanding shares of its voting
securities, except as set forth as follows:
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(a) INFO CENTER. WJM owns 100% of the outstanding shares of INFO
CENTER, INC. Common Stock Section 3.03 No Subsidiaries, It has no
subsidiaries
Section 3.04 Options and Other Rights. There are no outstanding
options, warrants, or rights to subscribe for, purchase, or receive
shares of its common stock or any other securities convertible into
common stock.
ARTICLE IV
CONDITIONS PRECEDENT TO THE MERGER
The obligations of the parties under this Agreement are subject to
the satisfaction of the' following express conditions precedent at or
before the Effective Date,
Section 4.01 Compliance with Laws. All statutory requirements for
the valid consummation by it of the transactions contemplated by this
Agreement shall have been fulfilled,
Section 4.02 Blue Sky Filings. All Blue Sky filings and permits or
orders required to carry out the transactions contemplated by this
Agreement shall have been made and received containing no term or
condition reasonably unacceptable to it.
Section 4,03 Adequate Proceedings, All corporate and other
proceedings in connection with the transactions contemplated herein and
all documents incident thereto shall be reasonably satisfactory in form
and substance to it and its counsel.
Section 4.04 Certificate of President and Secretary. Each
corporation shall have furnished to the other a certificate of the
President or Vice President and the Secretary of the respective
company, dated as of the Effective Date, to the effect that the
representations and warranties of the respective company in this
Agreement are true and correct at and as of the Effective Date, that no
error, misstatement, or omission has been discovered or is known with
respect to such representations and warranties, and that the respective
company has complied with all the agreements and has satisfied all the
covenants on its part to be performed at or prior to the Effective
Date.
Section 4.05 No Adverse Change. Between the date of execution of
this Agreement and the Effective Date, INFO CENTER INTERNATIONAL and
INFO CENTER (a) except in the ordinary course of its business, shall
not have incurred any liabilities or obligations (direct or contingent)
or disposed of any of its assets, or entered into any material
transaction or suffered or experienced any materially adverse change in
its condition, financial or otherwise, and (b) shall not have increased
its issued and outstanding shares of common stock or any other
securities, except as noted in Section 5.03 above.
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ARTICLE V
MISCELLANEOUS
Section 5,01 Assignment- This Agreement may not be assigned nor
any of the performances hereunder delegated by operation of law or
otherwise by any party hereto, and any purported assignment or
delegation shall be void.
Section 5.02 Headings. The article and section headings of this
Agreement are inserted for convenience of reference only and do not
constitute a part of this Agreement,
Section 5,03 Binding Effect. This Agreement shall be binding upon
and inure to the benefit of the par-ties hereto and their respective
heirs, successors, legal representatives, assigns, and transferors.
Section 5.04 Entire Agreement, This Agreement constitutes the
entire agreement of the parties hererto with respect to the subject
matter hereof There are no representations, warranties, conditions, or
other obligations except as herein specifically provided- Any waiver,
amendment, or modification hereof must be in writing. A waiver in one
instance shall not be deemed to be a continuing waiver or waiver in
other instance,
Section 5.05 Counterparts, This Agreement may be executed in
counterparts and each counterpart hereof shall be deemed to be an
original, but all such counterparts together shall constitute but one
agreement an original, but all such counterparts together shall
constitute but one agreement.
Section 5.06 Notices. All notices, requests, instructions, or
other documents to, be given hereunder shall be deemed given if in
writing, sent registered mail
to INFO CENTER INTERNATIONAL:
Xxxxxxx X. Xxxxxxxx
00000 Xxxxxxx Xxxx
Xxxxxxxx, X.X. X0X XX0
Xxxxxx
to INFO CENTER:
Xxxxxxx X. Xxxxxxxx
00000 Xxxxxxx Xxxx
Xxxxxxxx, X.X. X0X XX0
Xxxxxx
to XX XXXXXXXX MANAGEMENT, INC.:
Xxxxxxx X. Xxxxxxxx
00000 Xxxxxxx Xxxx
Xxxxxxxx X.X. X0X XX0
Xxxxxx
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement On the day and year first above written.
INFO CENTER INTERNATIONAL INC.
BY: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Its: President
INFO CENTER, INC.
BY: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Its: President
XX XXXXXXXX MANAGEMENT, INC.
BY: /s/ Xxxxxxx X.. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Its: President
