Exhibit 2
EXHIBIT "A"
PLAN OF SHARE EXCHANGE
This Plan of Share Exchange ("Plan") is entered into between
▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Nevada corporation ("Acquiror") and ▇▇▇▇▇▇
Holdings, Inc. a corporation organized under the laws of the state of
Indiana ("Acquiree").
1. Distribution to Shareholders. On the Effective Date,
shareholders holding not less than one hundred (100%) percent of
Acquiree common shares not dissenting from the Plan shall exchange not
less than one hundred (100%) percent of the outstanding stock of
Acquiree for 7,000,000 shares of Acquiror's shares and Acquiree shall
become a wholly owned subsidiary of Acquiror.
2. Satisfaction of Rights of Acquiree's Shareholders. All shares
of Acquiror's stock into which shares of Acquiree's stock have been
converted and become exchangeable for under this Plan shall be deemed to
have been paid in full satisfaction of such converted shares.
3. Fractional Shares. Fractional shares of Acquiror's stock will
not be issued to the holders of Acquiree's stock. Former holders of
Acquiree's stock who would be entitled to receive fractional shares of
Acquiror's stock on the Effective Date shall receive one full share for
any fractional share due.
4. Supplemental Action. If at any time after the Effective Date,
Acquiror shall determine that any further conveyances, agreements,
documents, instruments, and assurances or any further action is
necessary or desirable to carry out the provisions of this Plan, the
appropriate officers of Acquiror or Acquiree, as the case may be,
whether past or remaining in office, shall execute and deliver any and
all proper conveyances, agreements, documents, instruments, and
assurances and perform all necessary or proper acts to carry out the
provisions of this Plan.
5. Filing with the Nevada Secretary of State and Indiana
Secretary of State and Effective Date. On the Closing, as provided in
the Agreement and Plan of Share Exchange of which this Plan is a part,
Acquiror and Acquiree shall cause their respective Presidents (or Vice
Presidents) to execute Articles of Share Exchange in the form attached
to this Plan and, on execution, this Plan shall be deemed incorporated
by reference into the Articles of Share Exchange as if fully set forth
in such Articles and shall become an exhibit to such Articles of Share
Exchange. Thereafter, the Articles of Share Exchange shall be delivered
for filing to the Nevada Secretary of State and the Italian government.
The Articles of Share Exchange shall specify the "Effective Date." The
Effective Date shall be January 19, 2001 or the filing date of the
Articles later, as specified herein or in the Agreement and Plan of
Share Exchange.
6. Amendment and Waiver. Any of the terms or conditions of this
Plan may be waived at any time by Acquiror or Acquiree by action taken
by the Board of Directors of such party, or may be amended or modified
in whole or in part at any time before the vote of the shareholders of
Acquiree by an agreement in writing executed in the same manner (but not
necessarily by the same persons), or at any time thereafter as long as
such change is in accordance with Nevada Corporate Law.
7. Termination. At any time before the Effective Date (whether
before or after filing the Articles of Share Exchange), this Plan may be
terminated and the share exchange abandoned by mutual consent of the
Boards of Directors of both corporations, notwithstanding favorable
action by the shareholders of Acquiree.