EXHIBIT 1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 23rd, 1996 • American Studios Inc • Services-personal services • North Carolina
1 EXHIBIT 2 ESCROW AGREEMENT THIS ESCROW AGREEMENT is entered into as of December 17, 1996 by and among AMERICAN STUDIOS, INC., a North Carolina corporation ("ASI"), and PCA INTERNATIONAL, INC., a North Carolina corporation ("PCA"). BACKGROUND...Escrow Agreement • December 23rd, 1996 • American Studios Inc • Services-personal services
Number Shareholders Party to Stock Agreement with Purchase Option of Shares ---------------------------------------------------------- --------- Merrill Lynch Capital Corporation 5,950,177Stock Agreement • December 23rd, 1996 • American Studios Inc • Services-personal services • North Carolina
EXHIBIT 3.5 EMPLOYMENT AND NONCOMPETE AGREEMENT THIS EMPLOYMENT AND NONCOMPETE AGREEMENT ("Agreement"), made and entered into as of the _____ day of January, 1997, by and between J. ROBERT WREN, JR., an individual resident of Gastonia, North Carolina...Employment and Noncompete Agreement • December 23rd, 1996 • American Studios Inc • Services-personal services • North Carolina
EXHIBIT 3.3 SHORT TERM EMPLOYMENT AGREEMENT THIS SHORT TERM EMPLOYMENT ("Agreement"), made and entered into as of the _____ day of January, 1997, by and between SHAWN W. POOLE, an individual resident of Lincolnton, North Carolina ("Employee") , and...Short Term Employment Agreement • December 23rd, 1996 • American Studios Inc • Services-personal services • North Carolina
1 ANNEX II [Croft & Bender Letterhead] December 17, 1996 Board of Directors American Studios, Inc. 11001 Park Charlotte Boulevard Charlotte, North Carolina 28273 To the Members of the Board: We understand that American Studios, Inc. (the "Company"),...American Studios Inc • December 23rd, 1996 • Services-personal services
